Common use of Security Clause in Contracts

Security. The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.

Security. The Borrower’s obligation Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to pay twice the principal Total Monthly Rent applicable during the first year of and interest on the Note and any other amounts payable by Lease, i.e., the Borrower hereunder sum of $117,970.78 (the “Loan Obligations”) are special"Security Deposit"), limited obligations which sum shall be retained by Landlord as security for the payment by Tenant of the Borrower payable solely from rents herein agreed to be paid by Tenant and for the accounts faithful performance by Tenant of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))terms and covenants of this Lease. It is agreed that Landlord, and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledgesat Landlord's option, on a first lien basis, for may at any time apply said sum or any part thereof toward the payment of the Loan Obligations: (a) rents and all moneys in other sums payable by Tenant under this Lease, and towards the I-25 North Express Lanes Project Account (Segment 3) performance of each and Available Toll Revenues on deposit in the I-25 North Express Lanes Revenue Account (Segment 3)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 the I-25 North Express Lanes Loan Repayment Account (Segment 3)remedies against Tenant before resorting to said sum, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that but nothing herein contained shall require or be deemed to require CDOT Landlord so to allocate funds to make any payment under do; that in 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 event that Landlord 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 an act of issuance to 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 provisions Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the Supplemental Actabove, 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. The Borrower hereby elects Upon written request by Landlord, Tenant shall have seven (7) days to apply all of the Supplemental Act to this Agreement, the Loan and the Notemake said payment.

Security. The Borrower’s obligation 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 pay be made at the principal option of Mortgagee, or otherwise), to the same extent and interest with the same priority as if such future accommodations were made on the Note date of the execution of the Original Mortgage, and without regard as to whether or not there is any indebtedness outstanding at the effective date of this Mortgage or at the date any such accommodation is made. [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, 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. Notwithstanding anything contained in this Mortgage to the contrary, the maximum principal amount which may be secured hereby at any one time is [ ] Dollars ($[ ]), plus interest thereon, and any other amounts payable disbursements made by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, Mortgagee for the payment of taxes, special assessments, or insurance on the Loan Obligations: (a) all moneys in Mortgaged Property, with interest on such disbursements; provided, however, that 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 amounts actually loaned by CDOT foregoing limitation shall apply only to the Borrower pursuant to the Intra-Agency Agreement for the purposes maximum amount of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 created by this Mortgage, and it shall not in any manner limit, affect or impair any grant of such pledge without any physical delivery a security interest or other act, and right in favor of Mortgagee or 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 an act of issuance to apply all or any of Funds under the provisions of the Supplemental Act. The Borrower hereby elects to apply all Deferral Agreement or under any of the Supplemental Act to this 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 Loan Funds by Obligors and/or Mortgagor under the Fund Documents.] To the fullest extent permitted by applicable law, the lien of this Mortgage, as to all such sums so owed, shall have priority over all subsequent liens and encumbrances, including statutory liens (excepting solely taxes and assessments levied on the NoteMortgaged Property secured by this Mortgage).

Security. The Borrower’s obligation Upon the termination of the Guarantor's obligations under Section 3 or if the 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 ($50,000,000), 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 entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the 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 principal of and interest on terms hereof. HPT shall be entitled to apply any cash collateral held by it or the Note and any other amounts payable by Collateral Agent to the Borrower hereunder (the “Loan Obligations”) are special, limited overdue obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (Guarantor hereunder in such order and at such times as HPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other than the I-25 North Express Lanes Rebate Account (Segment 3))funds, and shall constitute “bond obligations” within be invested, at the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledgesGuarantor's risk, on a first lien basis, for the payment of the 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 amounts actually loaned by CDOT interest bearing investments reasonably acceptable to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys Guarantor. Any interest on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 actcash collateral, and the lien of any losses in such pledge investments, 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 belong 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteIHG.

Security. The Borrower’s obligation to pay A. Tenant shall, upon execution of this lease, deposit with Landlord the principal sum of and interest on the Note and any other amounts payable by the Borrower hereunder Two Hundred Thousand (the $200,00.00) security (“Loan ObligationsSecurity”) are special, limited obligations for the faithful performance and observance by Tenant of the Borrower payable solely from terms, provisions and conditions of this lease; it is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant to Article IV hereof (other than terms, provisions and conditions of this lease, including, but not limited to, the I-25 North Express Lanes Rebate Account (Segment 3))payment of rent and additional rent, and shall constitute “bond obligations” fails to cure the same within any applicable grace and/or notice periods, then, Landlord may use, apply or retain the meaning whole or any part of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, 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 Loan Obligations: 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) all moneys to draw thereon up to the full amount of the credit evidenced thereby in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit event of any default by Tenant in the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3)terms, including the Loan Repayment Subaccount and the Capitalized Interest Account; and provisions, covenants or conditions of this Lease beyond applicable grace, notice and/or cure periods or (b) all amounts actually loaned by CDOT 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 Borrower pursuant full amount of such credit (to be held as cash security). Not less than forty-five (45) days prior to the Intra-Agency Agreement for expiration date of each Letter (and every renewal thereof), Tenant shall deliver to Landlord a renewal or new Letter subject to all of the purposes conditions aforesaid. Failure by Tenant to comply with the provisions of satisfying the Loan Obligationsthis Article beyond applicable grace, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein notice and/or cure periods shall be deemed a material default hereunder entitling Landlord to require CDOT to allocate funds to make exercise 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 remedies as provided in said Article IVthis Lease for default in the payment of fixed rent and, to draw on the existing Letter up to its full amount. Section 00-00-000 Provided Tenant is not then and has not been (during the first five (5) Lease Years of the Supplemental Act provides that term) in default hereunder and provided Tenant has a public entitynet 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 Borrower, may elect in an act of issuance to apply all or any fifth anniversary of the provisions Commencement Date of this Lease, the security shall be reduced by Eighty Nine Thousand Two Hundred Forty Seven Dollars ($89,247.00) to One Hundred Ten Thousand Seven Hundred and Fifty Three Dollars ($110,753.00), which amount shall remain the security for the balance of the Supplemental Act. The Borrower hereby elects to apply all term of the Supplemental Act to this Agreement, the Loan and the NoteLease.

Security. The Borrower’s obligation Seller reserves, and Buyer hereby grants to pay Seller, both a general security interest and a purchase money security interest in the principal Goods, all additions, attachments, accessions, parts, replacements, substitutions and renewals thereof, wherever situated, and the proceeds and products of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations all of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof foregoing (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed , to require CDOT secure (i) with respect to allocate funds the purchase money security interest, payment of any and all indebtedness and obligations of Buyer to make any payment Seller as to the purchase price of the Goods, and (ii) with respect to the general security interest, the obligations specified in the preceding clause (i) and the performance of all other obligations of Buyer herein. The parties intend the Agreement (as defined in paragraph 1) to constitute a security agreement under the Intra-Agency AgreementUniform Commercial Code. In accordance with C.R.S. § 43-4-807(1)(e)Until the full amount owed to Seller by Buyer is paid and all of Buyer’s other performance obligations have been satisfied or waived in writing by Seller, the Collateral shall immediately remain at the place of initial delivery at Buyer’s facility following shipment from Seller’s facility, shall not be subject relocated, shall be insured against all losses in an amount not less than the purchase price (with Seller as a named insured), shall be properly maintained, and shall be accessible at all reasonable times for inspection by Seller or Seller’s agents on the premises where the Collateral is located. Buyer shall reimburse Seller for all expenses, including reasonable attorney fees and legal expenses, incurred by Seller in seeking to collect any amounts owed to Seller from Buyer, in defending the priority of Seller’s security interests in the Collateral, or in pursuing any of Seller’s rights or remedies hereunder. Buyer authorizes Seller to prepare and to file, any financing statement(s) (UCC- 1) or other documents evidencing Seller’s security interests in the Collateral (a “Financing Statement”) and, 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 extent Buyer’s execution of any kind in tortFinancing Statement is required by any applicable jurisdiction, contract or otherwise against the Borrower regardless Buyer hereby grants Seller a limited power of whether the claiming party has notice of attorney to execute any such lien and even though it is not recorded or filed. The pledge of the Collateral pursuant to this Section does not limit the BorrowerFinancing Statement on Buyer’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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notebehalf.

Security. The Borrower’s obligation to pay due and punctual payment of the principal of of, premium, if any, and Interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and Interest on the overdue principal of, premium, if any, and interest on the Note Notes and any performance of all other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from Issuers and the accounts Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the Guarantors have entered into simultaneously with the execution of this Indenture for the benefit of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))Holders of Notes. Each Holder of Notes, by its acceptance thereof, consents and shall 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 of the 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 amounts actually loaned by CDOT agrees to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 terms of the Collateral Documents as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee or the Collateral Agent, as the case may be, to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Trustee copies of all documents executed pursuant to this Section does not limit Indenture and the Borrower’s rights Collateral Documents and shall do or cause to withdraw money from the accounts established pursuant to Article IV hereof be done all such acts and things as provided in said Article IV. Section 00-00-000 of the Supplemental Act provides that a public entitymay be necessary or proper, including the Borrower, or as may elect in an act of issuance to apply all or any of be required by the provisions of the Supplemental ActCollateral Documents to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Note Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Borrower hereby elects Issuers and the Guarantors shall take, or shall cause their respective Restricted Subsidiaries to apply all take, upon request of the Supplemental Act Trustee, any and all actions reasonably required to this Agreementcause the Collateral Documents to create and maintain, as security for the Loan obligations of the Issuers and the NoteGuarantors hereunder, a valid and enforceable perfected Lien on the Collateral, subject to Permitted Liens.

Security. The BorrowerTenant shall deposit with Landlord, upon Tenant’s obligation to pay execution of this Lease, the principal security deposit specified in Paragraph N of and interest on the Note and any other amounts payable by the Borrower hereunder Basic Lease Provisions (the “Loan ObligationsSecurity Deposit”) are specialwith Landlord as security for the full and faithful performance by Tenant of every term and covenant of this Lease. In the event Tenant defaults in the performance of any of its obligations hereunder, limited obligations or otherwise breaches this Lease, Landlord may use, apply, or retain all or any portion of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, Security Deposit for the payment of the Loan Obligations: any amount due Landlord or to reimburse or compensate Landlord for any liability, cost, expense, loss or damage (aincluding attorneys’ fees) 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 amounts actually loaned which Landlord shall suffer or incur by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreementreason thereof. 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 If Landlord uses 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 an act of issuance to apply applies all or any portion of the provisions Security Deposit, Tenant shall, within ten (10) days after written request therefore deposit monies with Landlord sufficient to restore the Security Deposit to the 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 entitled to any interest on the Security Deposit, and Landlord shall be entitled to commingle the Security Deposit with its general funds. No part of the Supplemental Act. The Borrower hereby elects Security Deposit shall be considered to apply all of the Supplemental Act be held in trust, to bear interest for its use, or to be a prepayment for any-monies to be paid by Tenant under this Agreement, the Loan and the NoteLease.

Security. The Borrower’s obligation to pay Section 31.1 As set forth in that certain “Consent and Release” by and between Landlord and Tenant dated the principal date hereof, Tenant has deposited with Landlord, a “clean”, unconditional, irrevocable and transferable letter of and interest on the Note and any other amounts payable by the Borrower hereunder credit (the “Loan ObligationsLetter of Credit”) are specialthe sum of One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00), limited 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 Borrower payable solely from Prior Lease, Landlord may present the accounts Letter of Credit for payment and apply or retain the whole or any part of the Transportation Special Fund established pursuant proceeds thereof, as the case may be, to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, 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 Loan Obligations: 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 the 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 Term. Unless an uncured Event of Default exists under this Lease or the Prior Lease, the Letter of Credit shall be returned to Tenant on or about August 16, 2010 to Landlord. Notwithstanding anything herein contained to the contrary, any failure by Assignee to tender an increased Letter of Credit on August 17, 2010, as required by the terms and conditions of the 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 Tenant shall cause the bank which issued the Letter of 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 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 cash, 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 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 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 be 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 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 reduced amount shall be held by Landlord as security in accordance with the terms hereof. If the security being held is cash and Tenant is entitled to a reduction of the security so deposited as aforesaid, Landlord shall within ten (10) days after Tenant’s written request return to Tenant an amount of the 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 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) all moneys in any lack of genuineness, regularity, validity, legality or enforceability, or the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in voidability, of 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 Prior Lease or any other agreement or instrument relating thereto; (b) all amounts actually loaned by CDOT 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 the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligationssuch amendment, including all moneys on deposit restatement, supplement, change or modification; (c) any change in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelytime, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)manner or place of payment, the Collateral shall immediately be subject to the lien performance or observance 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 an act of issuance to apply all or any of the provisions Prior Lease obligations or any extensions of time for payment, performance or observance, whether in whole or in part, of the Supplemental Act. The Borrower hereby elects to apply all terms of the Supplemental Act Prior Lease on the part of Assignee or any successor tenant to this Agreementbe paid, performed or observed, as applicable; provided, however, that if any such change or extension made after the Loan 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 Noterights 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 be restored under the Prior Lease or returned by Landlord upon the insolvency, bankruptcy or reorganization of Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law, or for any other reason, all as though such Obligation (or portion thereof) had not been so paid or applied.

Security. The Borrower’s obligation to pay As a general and continuing collateral security for the principal performance of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from towards the accounts 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 Transportation Special Fund established Borrower to the Lender (collectively, the “Obligations”), the Borrower shall have, either prior to or concurrently with the execution of these presents, and in form and substance acceptable to the Lender; 1.5.1 executed a General Assignment of Book Debts Agreement in conformity with the laws of the Province of Quebec, pursuant to Article IV hereof (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 I-25 North Express Lanes Rebate Account (Segment 3))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 whole under the Bank Act of [COUNTRY]; 7.1.3 executed the 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 constitute “bond obligations” within be created on the meaning assets and properties of C.R.S. § 43-4-803(3). The Borrower hereby pledgesthe Borrower, on both present and future and wheresoever situated, for an amount of [AMOUNT], a first lien basisfixed and floating hypothec, for mortgage, pledge, charge, cession and transfer, subject only to Permitted Encumbrances; 7.1.5 issued under the payment terms of the Loan Obligations: (a) all moneys Trust Deed in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit name of the Lender its [%] Collateral Mortgage Demand Bond in the I-25 North Express Lanes Revenue Account (Segment 3); principal amount of [AMOUNT], which Bond shall be signed by 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 I-25 North Express Lanes Loan Repayment Account (Segment 3)Trustee as loss payees, including as their respective interests may appear. 1.5.8 executed a Commercial Pledge Agreement in accordance with the Loan Repayment Subaccount 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 Capitalized Interest Account; Borrower; 7.1.9 caused each of the Guarantors to execute and (b) deliver its Guarantee pursuant to the terms of which each Guarantor guarantees all amounts actually loaned by CDOT 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 Intra-Agency 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 purposes repayment of satisfying present and future Indebtedness of the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 Borrower 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.Lender;

Security. The Borrower’s obligation to pay due and punctual payment of the principal of of, premium, if any, and interest on the Note Senior Notes when and any as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from Issuers and the accounts Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and shall 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 of the 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 amounts actually loaned by CDOT agrees to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Section does not limit Indenture and the Borrower’s rights Collateral Documents and shall do or cause to withdraw money from the accounts established pursuant to Article IV hereof be done all such acts and things as provided in said Article IV. Section 00-00-000 of the Supplemental Act provides that a public entitymay be 71 necessary or proper, including the Borrower, or as may elect in an act of issuance to apply all or any of be required by the provisions of the Supplemental ActCollateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Borrower hereby elects Issuers shall take, or shall cause their Subsidiaries to apply take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Supplemental Act to this AgreementIssuers hereunder, a valid and enforceable perfected priority Lien in and on all the Loan and Collateral in accordance with the Noteterms of the Collateral Documents.

Security. The Borrower’s obligation Payment and performance of all indebtedness, liabilities and obligations of Borrower to pay the principal of and interest on the Note Lender and any other amounts payable by indebtedness and liabilities of Borrower to Lender, whether under the Borrower hereunder (the “Loan Obligations”) are specialNote or otherwise, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: be secured by: (a) all moneys a first priority security interest 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 the terms of the Security Agreements; (b) the Guaranty; (c) a certain Amended and Restated Pledge Agreement of Guarantor in favor of Lender covering all shares of Brohm, 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 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 $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 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 entity7, including the Borrower, may elect in an act of issuance to apply together with any and all other agreements and instruments now or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and hereafter securing the Note, are sometimes hereinafter referred to collectively as the "Security Documents" and individually as a "Security Document".

Security. The Borrower’s obligation to pay Tenant has deposited with Owner the principal sum of $50,706.68 as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this lease; it is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any rent and additional rent, or any other sum as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default, or for any sum which Owner may expend or may be required to expend by reason of Tenant’s default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Supplemental Actdemised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. The Borrower hereby elects In the case of every such use, application or retention, Tenant shall, within five (5) days after demand, pay to apply 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 fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this Agreementlease, the Loan security shall be returned to Tenant after the date fixed as the end of the lease and after delivery of entire possession of the Notedemised premises to Owner. 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 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 security, and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Security. The Borrower’s obligation to pay A. Subtenant has deposited with Sublandlord a letter of credit (the principal ”Letter”) in the amount of and interest on the Note and any other amounts payable by the Borrower hereunder $175,000.00 (the “Loan ObligationsSecurity Amount”), complying with the requirements of Section 21(B) hereof, as security (“Security”) are special, limited obligations for the full and punctual performance by Subtenant of all of the Borrower payable solely from terms of this Sublease. At the accounts election of Sublandlord such Security shall be held by Sublandlord in the form of the Transportation Special Fund established pursuant Letter or as cash. If Subtenant defaults in the performance of any of the terms of this Sublease, including the payment of Rental, Sublandlord may use, apply or retain the whole or any part of the Security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, 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 Loan Obligations: (a) all moneys terms, provisions or conditions set forth in this Sublease or in the I-25 North Express Lanes Project Account Prime Lease (Segment 3) and Available Toll Revenues on deposit in to the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3extent incorporated herein), including whether accruing before or after summary proceedings or other re-entry by Sublandlord. In the Loan Repayment Subaccount and case of every such use, application or retention, Subtenant, on demand, shall cause the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT Letter or cash deposit, as the case may be, to be restored to the Borrower 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 the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein this Section shall be deemed to require CDOT be applied first to allocate funds the payment of any rents and/or other charges due Sublandlord for all periods prior to make 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 Intraterms, 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-Agency Agreementfive (45) days prior to its expiration date. In accordance with C.R.S. § 43The 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-4renewal, 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-807(1)(efive (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 Collateral conditions aforesaid, all to the intent and purposes, that a Letter in the sum of 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 (FDIC), or is otherwise declared insolvent or downgraded by the FDIC or closed for any reason, Subtenant shall immediately be subject 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 lien provisions of such pledge without any physical delivery or other act, and the lien of such pledge this Article shall be valid deemed a material default hereunder entitling Sublandlord to exercise any 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 remedies as provided in said Article IV. Section 00-00-000 this Sublease for default in the payment of Rental and, to draw on the Supplemental Act provides that a public entity, including the Borrower, may elect in an act of issuance existing Letter up to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteits full amount.

Security. The Borrower’s obligation to pay DEPOSIT Tenant has deposited with Landlord the principal sum of Thirty Thousand One Hundred and interest on Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for the Note and any other amounts payable faithful performance by Tenant of all the Borrower hereunder (the “Loan Obligations”) are specialterms, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease including, but not limited to, the provisions relating to the payment of rent, Landlord may (but shall constitute “bond obligations” within the meaning not be required to) use, apply or retain all or any part of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, this security deposit for the payment of any rent or any other sum in default, or for the Loan Obligations: payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within five (a5) all moneys days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant 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 credit in the I-25 North Express Lanes Project Account amount of $1,911.67 (Segment 3$32,091.67 - $30,180.00) and Available Toll Revenues on deposit in as a result of renegotiating the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3)existing lease dated December 15, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note1988.

Security. The Borrower’s 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, which shall be returned to Tenant, without interest, on the day set forth for the expiration of the term herein, provided, however, that Tenant has fully and faithfully carried out all of the terms, covenants and conditions on its part to be performed, and which sum shall be held by Landlord as a security for the full and faithful of Tenant to so perform under the conditions and terms of this Lease. Landlord shall have the right to require Tenant to increase the amount of said security deposit to reflect the then current Basic Rental by written notice to Tenant. In addition, Landlord shall have the right 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 faithful performance of Tenant's 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 Landlord in its reasonable commercial judgment. Upon such written notice to Tenant, Tenant shall pay 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 principal remedying of and interest on any damage or condition that is the Note and 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 amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations condition arising out of the Borrower payable solely from failure of Tenant to so perform. In no event shall Tenant have the accounts of right to cause or direct Landlord to apply the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: (a) all moneys in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on security deposit in the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3)against any monthly rental installment, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notelast month's rental installment.

Security. The Borrower’s obligation 40.01. Tenant has deposited with Landlord an unconditional irrevocable letter of credit (as hereinafter defined) substantially in the 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 pay Two Hundred Forty Thousand and 00/100 Dollars ($240,000), as security for the principal full and punctual performance by Tenant of and interest on all of the Note terms of this Lease. In the event Tenant defaults in the performance of any of the terms of this Lease, Landlord may draw upon the letter of credit in full and any other amounts payable not applied as hereinafter provided shall be held by Landlord subject to and in accordance with the Borrower hereunder (provisions of this Section. Landlord may then apply the “Loan Obligations”) are special, limited obligations whole or any part of the Borrower payable solely from security so drawn upon to the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (ai) all moneys any rent or (ii) any sum which Landlord may expend or may be required to expend by reason of Tenant's default including, without limitation, any damages or deficiency in the I-25 North Express Lanes Project Account (Segment 3) re-letting of the 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 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 Available Toll Revenues on punctually comply with all of the terms 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. 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 in to the I-25 North Express Lanes Revenue Account (Segment 3)vendee or lessee and Landlord shall ipso facto be released by Tenant from all liability for the return of such security; 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 amounts actually loaned by CDOT Tenant agrees to look solely to the Borrower 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 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 all 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 after each Reduction Date (as defined below) to reduce the 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 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 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, this Section 40.02 shall be null and void and of no further force and effect and Tenant shall have no further right to reduce the amount of security held by Landlord pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note40.

Security. The Borrower’s obligation to pay Tenant shall deposit with Landlord the principal sum of $44,000 upon the signing of this lease as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this lease. It is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant 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 Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys 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 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the reletting of the Supplemental Actpremises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. The Borrower hereby elects to apply In the event that Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this Agreementlease, the Loan security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the Notedemised 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 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. 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 calendar year during the term, provided, however, that Tenant shall make a written demand therefor no later than January 31st in each year. * Less standard management charge of 1%.

Security. The BorrowerTenant has deposited with Landlord, as security for Tenant’s obligation to pay compliance with this lease, the principal Security, in cash or, if requested by Landlord or Tenant, by a standby letter of and interest credit on the Note terms, and any other amounts payable substantially in the form, attached to this lease as Exhibit D, issued by a bank that is a member of the Borrower hereunder New York Clearing House Association, L.L.C. having its principal office in the City of New York and otherwise acceptable to Landlord (the “Loan ObligationsLetter of Credit”) are special). If there is a Default, limited obligations Landlord may use all or any portion of the Borrower payable solely from Security to cure the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, Default or for the payment of any other amount due and payable from Tenant to Landlord in accordance with this lease. Tenant shall, within 15 days following Landlord’s notice, deposit with Landlord in cash or by a Letter of Credit an amount sufficient to restore the Loan Obligations: full amount of the Security (awithout giving consideration to any interest accrued on the Security). Landlord shall not, unless required by any Law, pay interest to Tenant on the 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 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) all moneys or encumber the Security, and no prohibited assignment or encumbrance by Tenant of the Security shall bind Landlord. Landlord shall not be required to exhaust its remedies against Tenant or the Security before having recourse to Tenant, any Guarantor, the Security or any other security 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 I-25 North Express Lanes Project Account (Segment 3) Building is sold or leased, Landlord shall transfer the Security and Available Toll Revenues on deposit in the I-25 North Express Lanes Revenue Account (Segment 3); any accrued and the I-25 North Express Lanes Loan Repayment Account (Segment 3)unpaid interest thereon, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT or any balance, to the Borrower pursuant 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 (and Tenant agrees to look solely to the Intra-Agency Agreement assignee for the purposes return of satisfying the Loan Obligations, including all moneys on deposit in Security or any interest). If the I-25 North Express Lanes CDOT Backup Loan Account (collectivelySecurity is by a Letter of Credit, the “Collateral”); provided that nothing herein following provisions of this Section shall be deemed to require CDOT to 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 apply (in addition 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.Article):

Security. The BorrowerSurety may at any time and from time to time hereafter, in its sole and absolute discretion, require the Principals to provide collateral, in form and amounts acceptable to the Surety (such amounts not to exceed the aggregate penalty sum of all then-issued Bonds) to secure the Principals’ obligations to the Surety hereunder and/or to establish reserves to cover any actual or potential liability, claim, suit, or judgment under any Bond. Immediately upon the Surety’s obligation demand therefor, each Principal shall execute such documents and take such further action as may be necessary in order to pay provide such collateral. Each Principal hereby grants to the principal Surety a security interest in all money and other property now or hereafter delivered by such Principal to the Surety, and all income (if any) thereon. If a Principal provides the Surety with a letter of and interest credit or similar instrument, such Principal agrees that the Surety has the right to call on the Note same from time to time, in whole or in part and for any reason or no reason, and to hold the proceeds thereof as collateral for the obligations of the Principals hereunder. Not in limitation of any other provision of this Agreement and as security for all of the provisions of this Agreement and any other amounts payable indebtedness or liabilities of any Principal to the Surety, whenever and however incurred and whether originally owing to the Surety or subsequently acquired by the Borrower hereunder (Surety, if the “Loan Obligations”) are specialPrincipals fail to provide any required collateral after demand therefor, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower then each Principal hereby pledges, on a first lien basis, for the payment of the Loan Obligations: (a) grants to the Surety a security interest in all moneys in the I-25 North Express Lanes Project Account of such Principal’s accounts, chattel paper, electronic chattel paper, payment intangibles, promissory notes, letter of credit rights, documents, instruments, equipment (Segment 3) including all parts, accessions 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 3additions thereto), including general intangibles, goods, inventory, investment property, deposit accounts and all proceeds, products and supporting obligations for and accessions to any of the Loan Repayment Subaccount and the Capitalized Interest Account; foregoing, in each case whether then owned or later acquired, and (b) authorizes the Surety to file and continue financing statements naming such Principal as debtor and describing the collateral as “all amounts actually loaned by CDOT to property,” all at the Borrower pursuant to expense of the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit Principals. Any term used in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, preceding sentence and defined in the “Collateral”); Uniform Commercial Code shall have the meaning therein ascribed to such term. Any collateral provided that nothing herein at any time by any Principal shall be deemed to require CDOT to allocate funds to make available, in the discretion of the Surety, as collateral security on any payment under or all Bonds heretofore or hereafter executed for or at the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject to the lien request 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 an act of issuance to apply all Principal or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteother Principal.

Security. The Borrower’s obligation to pay Tenant has deposited with Owner the principal sum of $38,000 as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this lease; it is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any rent and additional rent or any other sum as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for any sum which Owner may expend or may be required to expend by reason of Tenant's default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this lease, including but not limited to, and damages or deficiency in the re-letting of the Supplemental Actpremises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. The Borrower hereby elects to apply In the event that Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this Agreementlease, the Loan security shall be returned to Tenant within sixty (60) days after the date fixed as the end of the Lease and after delivery of entire possession of the Note.demised premises to Owner. 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 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 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 security and that neither Owner nor its successors or assigns shall be bound by such assignment, encumbrance, attempted assignment or attempted encumbrance. See Attached Rider, Xxxxxxxxx 00

Security. The BorrowerTenant shall deposit with Landlord, upon Xxxxxx’s obligation to pay execution of this Lease, the principal security deposit specified in Paragraph N of and interest on the Note and any other amounts payable by the Borrower hereunder Basic Lease Provisions (the “Loan ObligationsSecurity Deposit”) are specialwith Landlord as security for the full and faithful performance by Tenant of every term and covenant of this Lease. In the event Tenant defaults in the performance of any of its obligations hereunder, limited obligations or otherwise breaches this Lease, Landlord may use, apply, or retain all or any portion of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, Security Deposit for the payment of the Loan Obligations: any amount due Landlord or to reimburse or compensate Landlord for any liability, cost, expense, loss or damage (aincluding attorneys’ fees) 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 amounts actually loaned which Landlord shall suffer or incur by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreementreason thereof. 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 If Landlord uses 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 an act of issuance to apply applies all or any portion of the provisions Security Deposit, Tenant shall, within ten (10) days after written request therefore deposit monies with Landlord sufficient to restore the Security Deposit to the 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 entitled to any interest on the Security Deposit, and Landlord shall be entitled to commingle the Security Deposit with its general funds. No part of the Supplemental Act. The Borrower hereby elects Security Deposit shall be considered to apply all of the Supplemental Act be held in trust, to bear interest for its use, or to be a prepayment for any monies to be paid by Tenant under this Agreement, the Loan and the NoteLease.

Security. The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of Net Revenues, the Transportation Special Fund established pursuant to Article IV hereof (other than I-70 MEXL Revenue Account and the I-25 North Express Lanes Rebate Account (Segment 3))I-70 MEXL Operating Account, and shall 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 of the Loan Obligations: (a) the Net Revenues, (b) all moneys in Net Revenues (and the I-25 North Express Lanes Project Account (Segment 3earnings thereon) and Available Toll Revenues on deposit in the I-25 North Express Lanes I-70 MEXL 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 (bc) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan ObligationsAgreement, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan I-70 MEXL Operating Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 I-70 MEXL Revenue Account or the I-70 MEXL Operating Account pay for all lawful expenses and obligations of the Borrower related to Article IV hereof as provided in said Article IVthe 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 an act of issuance to apply all or any of the provisions of the Supplemental Public Securities Act. The Borrower hereby elects to apply all of the Supplemental Public Securities Act to this Agreement, the Loan and the Note.

Security. The Borrower’s obligation /s shall create/cause to pay be created such security on such assets /property more fully specified in the principal Schedule-II (including any account/s and/or receivables of the Borrower/s and interest on the Note and / or any other amounts payable person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Borrower hereunder (the “Loan Obligations”) are specialBank, limited obligations in favour of the Borrower payable solely from Bank, in a form and manner satisfactory to the accounts Bank, as security for payment / repayment of the Transportation Special Fund established pursuant loan/Facility together with all interest, costs, charges, expenses and all other monies whatsoever stipulated in or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required by the Bank and the Borrower/s shall comply with all formalities in relation to Article IV hereof such creation of security / furnishing of guarantee/s to the satisfaction of the Bank. (a) shall not be discharged by intermediate payment by the Borrower/s or any settlement of account by the Borrower/s; (b) shall be in addition to and not in derogation of any other than security which the I-25 North Express Lanes Rebate Account Bank at any time hold in respect of the Borrower/s’ dues; (Segment 3)c) shall be available to the Bank until all accounts between the Bank and the Borrower/s in respect of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in value, the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish or the additional security, if any, is subsequently found to be of inferior value to that as declared by the Borrower/s at the time of availing the Facility and as declared in the Application Form(s), and shall constitute “bond obligations” within the meaning Bank may, in its discretion, treat such default as an event of C.R.S. § 43-4-803(3)default under facility/loan Documents. The Borrower hereby pledges, on a first lien basis, shall furnish and create such security from time to time in favour of or for the payment benefit of the Loan Obligations: (a) all moneys Bank, of such value, in such form and in such manner, as may be deemed fit by the I-25 North Express Lanes Project Account (Segment 3) Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and Available Toll Revenues further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding on deposit in the I-25 North Express Lanes Revenue Account (Segment 3); Borrower. The Borrower agrees and undertakes that the I-25 North Express Lanes Loan Repayment Account (Segment 3)Borrower shall cooperate and comply with any directions and requests, including which may be given by the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT Bank to the Borrower pursuant Borrower, and do all such acts, deeds and things which may be so required, to perfect the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment Security created 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 relevant Security Document(s) pursuant to this Section does not limit the Borrower’s rights Clause including without limitation all regulatory filings, registrations, intimations to withdraw money from the accounts established pursuant be made/given, with/to Article IV hereof as provided in said Article IV. Section 00-00-000 of the Supplemental Act provides that a public entityany Governmental Authority, including the Borrower, may elect in an act of issuance to apply all or any of without limitation under the provisions of the Supplemental Act. The Borrower hereby elects Xxxxxxxxxxxx Xxx, 0000 as applicable to apply all of the Supplemental Act to this Agreement, relevant state in India where the Loan and Property is situated and/or the NoteSecurity is being created.

Security. The Borrower’s obligation to pay 34. Tenant has deposited with Owner the principal sum of [HAND GRAPHIC] $ _____ as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this lease; it is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any rent and additional rent or any other sum as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for any sum which Owner may expend or may be required to expend by reason of Tenant's default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Supplemental Actpremises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. The Borrower hereby elects to apply In the event that Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this Agreementlease, the Loan security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the Notedemised premises to Owner. 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 release by Tenant from all liability 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 Owner. Tenant further convenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Estoppel Certificate: 35. Tenant, at any time, and from time to time, upon at least 10 days' prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner, a statement certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and starting the modifications), stating the dates to which the rent and additional rent have been paid, and stating whether or not there exists any default by Owner under this Lease, and, if so, specifying each such default.

Security. The Borrower’s obligation channels used to exchange data and Instructions shall be secured in a proper and sufficient manner. The Parties agree that: a two-level encryption (i.e. encryption of each file and the transfer of such file) shall be used; the Home DGS is responsible for ensuring the security of the transfer of the Payment Instructions File to the Host DGS and the Home DGS may place whatever reasonable obligations and/or restrictions on the Host DGS as it sees fit in order to ensure the security of the transfer and/or to fulfil domestic legal obligations on the Home DGS with regard to data protection; in such a case the Home DGS shall pay the principal Host DGS for any costs incurred by the Host DGS to meet the Home DGS´s requirements in this respect; those reasonable obligations or restrictions imposed by the Home DGS may include, without restriction, a requirement for the Host DGS to establish a Secure File Transfer Protocol ("SFTP") for a peer to peer file transfer. Unless otherwise agreed by the Parties in the Bilateral-Spec., the default solution which the two Parties shall use for the encryption of electronic data and interest files is the PGP solution. 11 CURRENCY AND PAYMENT METHOD The Host DGS shall make payments available to the Host Depositors in the Payout Currency, using the Payment Method. 11.1 Currency The Payout Currency shall be used: by the Home DGS to determine the balances of covered deposits of Depositors and to generate the Payment Instructions; by the Home DGS to calculate and send the Payout Amount; and by the Host DGS to carry out the Repayment. The Payout Currency shall be determined by the Home DGS’s national legislation and communicated by the Home to the Host DGS. When, under the Home DGS’s Applicable Law, the Payout Currency is not the official currency of the Host DGS’s Member State, or is not the only official currency of the Host DGS´s Member State, the Payout Currency shall be specified in the Bilateral-Spec. By exception to the above and if allowed by the Applicable Law, the Parties may also choose another currency for a specific Payout, taking into account the circumstances, as long as they both specifically agree in writing in advance. Where there is a need for a currency exchange, the rate to be applied shall be the spot rate published by the central bank of the Home DGS’s Member State at the date of the Payout Event or, if that rate is not published, the cross rate based on the Note and any other amounts payable spot rates published by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations central bank of the Borrower payable solely from Home DGS’s Member State at the accounts date of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NotePayout Event.

Security. The Borrower’s obligation to pay Collateral Agent shall have received at the principal of and interest on the Note and any other amounts payable Closing Date: (i) appropriately completed copies, which have been duly authorized for filing by the Borrower hereunder (the “Loan Obligations”) are specialappropriate Person, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant UCC Form UCC-3 termination statements, if any, necessary to Article IV hereof release all Liens (other than Permitted Prior Liens) of any Person in any collateral described in the I-25 North Express Lanes Rebate Account Security Documents previously granted by any Person, except to the extent that the administrative agent under the Existing Senior Secured Credit Facility has not delivered such termination statements as of the Closing Date but has agreed to pursuant to a release, reconveyance, satisfaction or other instrument described in clause (Segment 3))iv) below; (ii) confirmation reasonably satisfactory to the Administrative Agent that First American Title Insurance Company has accepted the Closing Date Mortgages for recording and will cause the Closing Date Mortgages to be duly filed and recorded within ten days following the Closing Date and has agreed to issue to the Collateral Agent for the benefit of the Secured Parties, a policy of title insurance in form and shall constitute “bond obligations” within substance reasonably satisfactory to the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledgesAdministrative Agent, on insuring each Closing Date Mortgage to be a first lien basisvalid, enforceable and perfected Lien upon all real property described therein, free from all prior Liens except Permitted Prior Liens, for the payment full amount of the Loan Secured Obligations: ; and (aiii) all moneys in the I-25 North Express Lanes Project Account UCC Financing Statements or other similar Financing Statements and UCC Form UCC-3 termination statements required pursuant to clauses (Segment 3i) 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 (bii) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account above (collectively, the “Collateral”); provided that nothing herein "Financing Statements") shall be deemed have been delivered to require CDOT to 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 CT Corporation System or another similar filing service company acceptable to the lien Administrative Agent (the "Filing Agent"). The Filing Agent shall have acknowledged in a writing reasonably satisfactory to the Administrative Agent and its counsel (i) the Filing Agent's receipt of all Financing Statements, (ii) that the Financing Statements have either been submitted for filing in the appropriate filing offices or will be submitted for filing in the appropriate offices within ten days following the Closing Date and (iii) that the Filing Agent will notify the Administrative Agent and its counsel of the results of such pledge without any physical delivery or other act, and submissions within 30 days following 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteClosing Date.

Security. The Borrower’s obligation to pay Lessee has deposited with Lessor the principal sum of twice the monthly rent as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Lessee of the Borrower payable solely from terms, provisions and conditions of this Lease; it is agreed that in the accounts event Lessee defaults in respect of any of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))terms, provisions and shall constitute “bond obligations” within the meaning conditions of C.R.S. § 43-4-803(3). The Borrower hereby pledgesthis Lease, on a first lien basisincluding, for but not limited to, the payment of rental and additional rent, Lessor may use, apply or retain the Loan Obligations: (a) all moneys in whole or any part of 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 amounts actually loaned by CDOT security so deposited to the Borrower pursuant to the Intra-Agency Agreement extent required for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 rent and additional rent or any other sum as to which Lessee is in tort, contract default or otherwise against the Borrower regardless for any sum which Lessor may expend or may be required to expend by reason of whether the claiming party has notice Lessee's default in respect 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 an act of issuance to apply all or any of the provisions terms, 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 Lessor. In the Supplemental Act. The Borrower hereby elects to apply event that Lessee shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this AgreementLease, the Loan security shall be returned to the Lessee after the date fixed as the end of the Lease and after delivery of entire possession of the Notedemised 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 have the right to transfer the security to the vendee or lessee and Lessor shall thereupon be released by Lessee from all liability for the return of such security; and Lessee agrees to look to the new Lessor solely for the return of such 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 such assignment, encumbrance, attempted assignment or attempted encumbrance.

Security. The Borrower’s obligation to pay Security Agreements shall secure the due and punctual payment of the principal of and interest and Special Interest, if any, on the Note Notes when and any as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Special Interest (to the extent permitted by law), if any, on the Notes and performance of all other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from Company to the accounts Holders of Notes or the Trustee under this Sixteenth Supplemental Indenture and the Notes, according to the terms hereunder or thereunder. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Transportation Special Fund established Security Agreements (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. The Company shall deliver to the Trustee copies of all documents delivered to the collateral trustee pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))Security Agreements, and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledgesdo or cause to be done all such acts and things as may be necessary or proper, on a first lien basis, for the payment of the 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 amounts actually loaned or as may be required by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Security Agreements, to assure and confirm to the Trustee and the collateral trustee the security interest in the Collateral contemplated hereby, by the Security Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Sixteenth Supplemental ActIndenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Borrower hereby elects Company shall take, or shall cause its Subsidiaries to apply all take, upon request of the Trustee, any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the obligations of the Company under this Sixteenth Supplemental Act to this Agreement, the Loan Indenture and the NoteNotes, a valid and enforceable perfected first priority Lien in and on all the Collateral in favor of the collateral trustee for the benefit of the Holders of Notes.

Security. 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’s obligation ; 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 pay secure the principal of and interest on the Note and any other amounts payable due payment by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the dues to the Lender under this Agreement and the performance by the Borrower payable solely 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 accounts 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 Transportation Special Fund established pursuant 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 Article IV hereof 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 terms of the Depositories Act, 1996 and the Depositories and Participants Regulations, 1996 (other than “D&P Regulations”). e. The Borrower/Security Provider acknowledge/s that the I-25 North Express Lanes Rebate Account (Segment 3)), and Facility will be made available only after the Lender shall constitute “bond obligations” within have received intimation from the meaning Depository Participant in terms of C.R.S. § 43-4-803(3). 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 hereby pledgesshall, on a first lien basisif so required by the Lender, deliver post-dated cheques/National Automated Clearing House (NACH)/Electronic Clearing System or Electronic Clearing Service (ECS) to the Lender for the payment due repayment of the Loan Obligations: (a) all moneys in the I-25 North Express Lanes Project Account (Segment 3) Facility 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein interest thereon. Such cheques/NACH/ECS shall be deemed to require CDOT have been given for adequate consideration already received by the Borrower and shall not absolve the Borrower from his liability to allocate funds to make pay the said sums hereunder until the cheque/ECS/NACH is duly realized. It is expressly agreed and understood that the Borrower shall at no time close the bank account/s from which the said cheques/ECS/NACH have been issued or issue any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject communication to the lien Lender for stopping or postponing the presentment of such pledge without any physical delivery or other act, the said cheques/ECS/NACH and the lien Lender is not bound to take notice of any such pledge communication and which, if issued, will be regarded as a dishonour of the cheques/ECS/NACH drawn and SMFG India Credit shall be valid entitled to levy and binding against all parties having claims 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 facility. It is abundantly clarified that SMFG India Credit does not tolerate dishonour of instruments and/or deposit of an invalid, fake or unworthy instrument issued towards meeting payment obligations under this facility and any kind in tort, contract or otherwise against charges collected thereof are not intended to compound such acts of dishonour. Notwithstanding any charges collected hereof SMFG India Credit reserves its right to invoke appropriate civil and criminal laws. The Borrower agrees that if any amounts are outstanding for payment by the Borrower regardless of whether (not being the claiming party has notice of such lien and even though it is not recorded Facility or filed. The pledge interest thereon) including on account 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 amounts disbursed under other loans or previous indebtedness of the Supplemental Act provides that a public entity, including the Borrower, may elect in an act the Lender shall be entitled to encash the post-dated cheques/ECS/NACH deposited with it for the satisfaction of issuance to apply all or any such outstanding amounts notwithstanding that the post-dated cheques/ECS/NACH have been deposited for repayment of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan Facility and interest thereon and the NoteBorrower shall continue to be indebted to the Lender for the Facility or interest, as the case may be.

Security. The Borrower’s obligation (a) Tenant has deposited with Landlord a sum of money (by check, subject to pay collection) equal to $66,940.00, as security for the principal of full and interest on the Note faithful performance and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from the accounts terms, provisions and conditions of this lease. If Tenant defaults in respect of any of the Transportation Special Fund established pursuant 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 Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, 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 Loan Obligations: (a) all moneys terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the I-25 North Express Lanes Project Account (Segment 3) 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 Available Toll Revenues 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 Expiration Date and after delivery of possession of the entire Premises to Landlord. If Landlord applies or retains any part of the security so deposited, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained, so that Landlord shall have the full deposit on deposit in hand at all times during the I-25 North Express Lanes Revenue Account (Segment 3)term of this lease. In the event of a sale of the Land and Building or condominium unit of which the Premises may be a part or leasing, conveyance or transfer of the Building or condominium unit of which the Premises form a part, Landlord shall have the right to transfer the security to the vendee, lessee or transferee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the I-25 North Express Lanes Loan Repayment Account (Segment 3), including new Landlord solely for the Loan Repayment Subaccount and the Capitalized Interest Accountreturn 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) all amounts actually loaned by CDOT If this lease is in full force and effect one year after the Commencement Date, Tenant has not paid any fixed rent or additional rent beyond the applicable grace period more than twice during the first lease year and Tenant is not in default hereunder, Landlord shall return to Tenant the Borrower pursuant to the Intra-Agency Agreement for the purposes sum of satisfying the Loan Obligations, including all moneys on deposit $31,230.00 in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notehereof.* ARTICLE 47

Security. The Borrower’s obligation Section 39.01. Tenant has delivered to pay Landlord a letter of credit in the principal amount of TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($217,000.00) DOLLARS as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions, covenants and conditions of this Lease, including without limitation the accounts completion of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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); Tenant Allowance Work 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 amounts actually loaned by CDOT to the Borrower Tenant Improvements pursuant to the Intra-Agency Agreement provisions of Article 5 of this Lease. Landlord and Tenant acknowledge and agree that upon completion of the Tenant Improvements and delivery to Landlord of the documentation required pursuant to Subparagraph (C) of Section 5.05 of this Lease, said $217,000.00 Letter of Credit shall be reduced to the amount of $46,110.00, which amount shall thereafter serve as the security deposit under this Lease. At any time during which Landlord shall be holding a letter of credit as the security deposit under this Lease, Tenant shall have the right to substitute a cash deposit for the purposes said letter of satisfying the Loan Obligations, including all moneys on deposit credit by delivering to Landlord a check in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelyamount of the letter of credit then being held by the Landlord. Upon receipt and clearance of the funds, Landlord shall return the “Collateral”); provided that nothing letter of credit to Tenant for cancellation. Thereafter, all references herein to the security deposit herein shall be deemed to require CDOT refer to allocate funds such cash security deposit. Upon delivery of this Lease to make Landlord as executed by Tenant, Tenant shall deliver to Landlord an irrevocable, unconditional Letter of Credit from Fleet Bank (or another money center bank reasonably acceptable to Landlord), in the form annexed hereto as Exhibit C in the amount of $217,000.00, which letter of credit shall serve as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease. Said letter of credit shall name National Realty & Development Corp. as sole beneficiary and shall expire on the Expiration Date hereof; provided, however, said letter of credit may provide that it will expire prior to the Expiration Date (but in no event prior to the one (1) year anniversary of the Commencement Date) if said letter of credit is renewed by Tenant, without amendment, and evidence of such renewal is delivered to Landlord prior to that date which is thirty (30) days prior to the expiration date thereof. The letter of credit shall provide that partial drawings shall be permitted. If, for any payment reason, such letter of credit shall expire without National Realty & Development Corp. (as agent of Landlord) having drawn thereon for any reason, including, without limitation, the inadvertent failure to do so by National Realty & Development Corp., then Tenant shall deliver to National Realty & Development Corp. a replacement of such letter of credit or a cash deposit to bring the security deposit required hereunder to the appropriate balance. Said letter of credit shall specifically provide that Landlord and National Realty & Development Corp. will receive not less than forty-five (45) days written notice of the election of the issuing bank to not renew the same. Whether or not Landlord or National Realty & Development Corp. shall receive notice of cancellation or non-renewal of the letter of credit, Tenant shall deliver to National Realty & Development Corp. a replacement of such letter of credit prior to that date which is thirty (30) days prior to the cancellation date, expiration date or non-renewal date of the letter of credit. Tenant's failure to deliver evidence of the renewal of the letter of credit or a replacement letter of credit as aforesaid shall, in either case, be deemed a default under this Lease, and without further notice, National Realty & Development Corp. shall be entitled to draw upon the Intra-Agency Agreementexpiring letter of credit in the entire amount thereof. In accordance the event Tenant defaults in respect of any of the provisions, covenants or conditions of this Lease, including, but not limited to, defaults in the payment of annual minimum rent or additional rent, beyond the applicable notice and cure periods provided for herein, or in the event that that Tenant has vacated, abandoned or deserted the performance of the Tenant Improvements or is not diligently pursuing the same to completion or Tenant has failed to pay for the furnishings, installation or construction of Tenant Improvements (including the Tenant Allowance Work) or any portion thereof, or in the event that Tenant has failed to complete the Tenant Improvements by the Tenant Improvements Completion Date, then National Realty & Development Corp. may, on Landlord's behalf, from time to time draw upon the security deposit and use, apply, or retain the whole or any part thereof to the extent required for the payment of any annual minimum rent (including payment of annual minimum rental previously abated as set forth in Section 5.05 of this Lease) 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, beyond the applicable notice and cure periods provided herein, in respect of any of the provisions, covenants and conditions of this Lease, including, but not limited to, reasonable counsel fees and other collection charges, or with C.R.S. § 43respect to any damages or deficiency in the re-4letting, repairing or altering of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or re-807(1)(eentry by Landlord, or in connection with the removal of the Installations (hereinafter defined) (the amount which National Realty & Development Corp. may draw determined as set forth in this sentence is hereinafter referred to as the "default amount"). In the event National Realty & Development Corp. (as agent of Landlord) shall draw upon a letter of credit deposited as a security deposit hereunder and the amount drawn by National Realty & Development Corp. shall be in excess of the default amount, the Collateral excess shall immediately be subject held by in a non-interest-bearing account at a commercial bank or financial institution as a security deposit hereunder to be used for the lien purposes set forth herein. After the expiration of such pledge without any physical delivery or other actthe Lease, and after delivery of entire possession of the lien Demised Premises to Landlord, and after applying or retaining any portion of such pledge the security required to cure any and all defaults by Tenant under this Lease, the letter of credit and the cash security deposit, if any, then held by Landlord shall be valid returned to Tenant without interest. If, due to Tenant's default hereunder, Landlord shall be entitled to apply or retain any portion of said security, Tenant shall, within five (5) days following demand, secure for the sole benefit of Landlord, a new or additional letter of credit naming Tenant as beneficiary and binding against all parties having claims of any kind in tort, contract complying with the requirements set forth herein 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 deliver to Landlord a cash security deposit sufficient to comply with 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 entitySection, including the Borrower, may elect in an act required amount. Tenant shall not assign or encumber the security deposited hereunder and neither Landlord or its successors or assigns shall be bound by any such assignment or encumbrance. In the absence of issuance evidence satisfactory to apply all or Landlord of any assignment of the provisions right to receive the security, or the remaining portion thereof, Landlord may return the security to the original tenant regardless of any number of assignments of the Supplemental ActLease itself. The Borrower hereby elects to apply all In the event of a sale of the Supplemental Act Demised Premises or larger premises of which the Demised Premises form a part, Landlord shall have the right to transfer the cash security and the beneficiary rights under any letter of credit to the purchaser who shall hold the same for the benefit of Tenant in accordance with the terms of this Lease, and Landlord and National Realty & Development Corp., after giving notice to Tenant, shall be deemed released by Tenant from all liability for the return of such security and Tenant shall look solely to the new owner for the release or the return thereof. Tenant shall, upon request, deliver confirmation of said transfer of beneficiary rights and a replacement letter of credit naming the transferee as beneficiary if necessary or if requested. Landlord agrees to return any letter of credit it is then holding with respect to this AgreementLease to the issuing bank if required by the issuing bank to receive a replacement letter of credit. No holder of any mortgage upon the Demised Premises or the larger property of which the Demised Premises forms a part shall be responsible in connection with the security deposited hereunder unless such mortgagee shall have in fact received such security or be named beneficiary thereof and acknowledged such receipt or beneficiary status in writing to Tenant. In the event of a foreclosure of the Demised Premises, or the Loan larger property of which the Demised Premises forms a part, Tenant shall, on demand of mortgagee, reissue the letter of credit in compliance with this Section, naming the mortgagee, or such other party as may be designated by mortgagee, as the sole beneficiary. Tenant acknowledges that Tenant is to perform certain obligations under this Lease prior to the Commencement Date of the term of this Lease and that the Notesecurity deposit may be applied by Landlord (or by National Realty & Development Corp. on behalf of Landlord) in the event Tenant shall default under any such obligations beyond any applicable notice and cure periods notwithstanding that the Commencement Date may not yet have occurred.

Security. The BorrowerTenant shall deposit with Landlord on or before the Commencement Date the sum of $3,000,000 (the “Security Deposit”) in the form of a Letter of Credit (as further set forth in Section 7.2 below) as security for the performance of Tenant’s obligation covenants and obligations under this Lease. Upon the occurrence of any event of default by Tenant (after notice and the expiration of the 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 pay the principal extent required to cure such event of default, and interest on use, apply, or retain the Note whole or any part of such proceeds to the extent necessary to make good any arrears of rent and any other amounts payable damage, injury, expense or liability caused by such event of default; and thereupon, Tenant shall pay unto Landlord on demand the Borrower hereunder amount so applied in order to restore the security deposit to its original amount. Upon the termination or expiration of this Lease, Landlord shall return to Tenant any remaining balance of such deposit within thirty (the “Loan Obligations”30) are special, limited obligations days. Upon a sale of the Borrower payable solely Building or the Project or any financing of Landlord’s interest therein, Landlord shall have the right to transfer the Letter of Credit, to the vendee or mortgagee. With respect to the Letter 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 accounts transfer of the Transportation Special Fund established pursuant Letter of Credit to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))new landlord or mortgagee, and as designated by Landlord in the foregoing notice, or to have the Letter of Credit reissued in the name of the new landlord or mortgagee. To the extent actually provided to such new landlord or mortgagee by Landlord, Tenant shall constitute “bond obligations” within look solely to the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, new purchaser or mortgagee for the payment of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 return of such pledge without any physical delivery or other actLetter of Credit, and the lien provisions of such pledge 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 valid and binding against all parties having claims of bound by any kind in tort, contract such actual or otherwise against the Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded attempted assignment 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteencumbrance.

Security. The Borrower’s obligation 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 pay the principal 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 on in and to the Note 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 Share Mortgage; (b) a duly executed undated share transfer certificate in respect of the 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 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 any further Shares, the items listed in Clauses 3.3 (a), (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 constitute 15 per cent of the issued share capital of the Company. For the purposes of this 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 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 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 of the 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 than restrictions set forth in any Issue Documents. 3.8 The Chargor shall remain liable to perform all the obligations assumed by it in relation to the Charged Property and the Security Trustee shall be under no obligation of any kind whatsoever in respect thereof or be 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 is necessary to maintain in full force and effect all authorisations required in or by the laws of its 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, 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 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 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 Memorandum and Articles of Association of the 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 Borrower hereunder 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 Share Mortgage, without recourse to, or any representation or warranty by, the Security Trustee or any of its nominees. 3.13 In the event that no IPO has occurred and there are no Notes outstanding, for as long as any Warrant remains unexercised (as defined in Conditions of the Warrants), the Security Trustee shall, at the request (with reasonable notice in writing) and cost of the Chargor partially release the security constituted by this Share Mortgage (the “Loan ObligationsPartial Release”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), 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 constitute “bond obligations” within 3.00 per cent. of the meaning issued share capital of C.R.S. § 43-4-803(3the Issuer (as determined by the Auditor and notified to the Security Trustee). The Borrower hereby pledges, on a first lien basis, for Issuer shall ensure that the payment Auditor’s notice shall set out the number of the 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 amounts actually loaned by CDOT Shares that are to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment released 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NotePartial Release.

Security. The Borrower’s obligation to pay Tenant has this day deposited with the principal Landlord the sum of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, $44,874.53 as Security for the payment of the Loan Obligations: rent a Tenant has fully and faithfully performed all such covenants and conditions and is not in arrears in Base Rent or Additional Rent. The balance of the Security shall be returned to the Tenant, without interest, at the expiration of the thirty-sixth (a36th) month of the Term, provided that the Tenant has fully and faithfully performed all moneys such covenants and conditions and is not in arrears in Base Rent or Additional Rent. During the I-25 North Express Lanes Project Account (Segment 3) Term hereof, the Landlord may, if the Landlord so elects, have recourse to the Security, to make good any default by the Tenant, in which event the Tenant shall, on demand, promptly restore the Security to its original amount. Liability to repay the Security to the Tenant shall run with the reversion and Available Toll Revenues on deposit title to the Demised Premises, whether any change in ownership thereof be by voluntary alienation or as the I-25 North Express Lanes Revenue Account (Segment 3); result of judicial sale, foreclosure or other proceedings, or the exercise of a right of taking or entry by any mortgagee. The Landlord shall assign or transfer the Security, for the benefit of the Tenant, to any subsequent owner or holder of the reversion or title to the Demised Premises, in which case the assignee shall become liable for the repayment thereof as herein provided, 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein assignor shall be deemed to require CDOT be released by the Tenant from all liability to allocate funds to make any payment under return the Intra-Agency Agreement' Security. 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 This provision shall be valid applicable to every alienation or change in title and binding against all parties having claims shall in no wise be deemed to permit the Landlord to retain the Security after termination of any kind in tort, contract the Landlord's ownership of the reversion or otherwise against the Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded or filedtitle. The pledge Tenant shall not mortgage, encumber or assign the Security without the written consent 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteLandlord.

Security. 5.1 The Borrower’s obligation to pay the principal of Borrower(s) unconditionally agree(s) that repayment and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan, interest, fees, charges, commitment charges, penal charges and expenses and all other amount due and payable under the Agreement to FICCL shall be secured by a first charge by way of mortgage in favour of FICCL over the Property and such other properties as FICCL may require from time to time. 5.2 FICCL shall have the right to decide in its sole discretion the type of mortgage or any other security and/ or additional security to be created by the Borrower( s ) for securing the Loan Obligations: (a) and 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); other amounts as aforesaid and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including Borrower(s) shall be bound to create such security and shall duly execute documents evidencing the same as may be required by FICCL. 5.3 The Borrower( s ) shall execute any bond(s) or Promissory Notes for the Loan Repayment Subaccount and the Capitalized Interest Account; all such other documents, power of attorney and (b) all amounts actually loaned agreements as may be required by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes FICCL. The originals of satisfying the Loan Obligations, including all moneys on deposit such documents shall be kept in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); safe custody with FICCL. 5.4 The securities provided that nothing herein shall be deemed to require CDOT be continuing security in respect of the Loan availed by the Borrower(s). The Securities shall not be discharged till such time all the dues in respect of the Loan are fully paid to allocate funds the satisfaction of the FICCL and FICCL consents to make give discharge in respect of any payment under security in writing to the Intra-Agency AgreementBorrower(s). 5.5 The securities shall be created within seven days from the first disbursement of the Loan or as directed by FICCL. In accordance case of any delay by the Borrower( s ) to comply with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately above then FICCL would be subject entitled to the lien of such pledge without any physical delivery or other act, levy additional interest rate @ 4 % p.a. and the lien of such pledge shall be valid and binding against all parties having claims deemed to form part 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 filedoutstanding Loan. The pledge liability to pay additional interest shall be without prejudice to FICCL’s other rights and remedies. 5.6 If at any time during the subsistence 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, FICCL is of opinion that securities provided by the Loan Borrower(s) has become inadequate to cover the balance due to FICCL, then on FICCL advising the Borrower( s) to that effect, the Borrower(s) shall provide and furnish to FICCL, to the Notesatisfaction of FICCL, such additional security as may be acceptable to FICCL to cover such deficiency. The Borrower(s) further undertake(s) to submit such other documents as may be required by FICCL from time to time in regard to the said Loan.

Security. Contemporaneously with the execution and delivery by Tenant of this Lease, Tenant has deposited Ninety-five Thousand Eight Hundred Thirty-three Dollars and 33/100 ($95,833.33) with Owner to be held by Owner as security for the full and faithful performance by Tenant of each and every term, covenant and condition of this Lease. The Borrower’s obligation to pay the principal of and security shall be held in a separate interest bearing account selected by Owner. Interest earned on the Note security, less interest of one (1%) percent which may be retained by Owner, shall accrue for the account of Tenant and shall be paid to Tenant from time to time upon Tenant's request, provided Tenant shall not be in default beyond any notice or cure period. In the event that Tenant defaults in respect to any of the terms, provisions, covenants and conditions of this 50 51 Lease, including, but not limited to, payment of any item of fixed rent or any item of additional rental or other charge payable under this Lease or the performance of any other amounts payable obligation hereunder which shall remain uncured beyond notice or cure periods, if any, then the said security deposit may be used, applied or retained by the Borrower hereunder (the “Loan Obligations”) are specialOwner, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basisin whole or in Part, for the payment of the Loan Obligations: (a) all moneys any item of fixed rental or additional rental or other charge in default or for any other sum which Owner may expend or be required to expend by reason of Tenant's default, including any damages or deficiency in the I-25 North Express Lanes Project Account (Segment 3) reletting of the Demised Premises, whether such damage or deficiency may accrue before or after summary proceedings or other re-entry by Owner. In the event Owner shall apply the security on account of amounts due, upon Owner's demand, Tenant shall replenish the amount which has been applied by Owner. In the event that Tenant shall fully and Available Toll Revenues on deposit in faithfully comply with all the I-25 North Express Lanes Revenue Account (Segment 3); terms, provisions, covenants and conditions of this Lease, the I-25 North Express Lanes Loan Repayment Account (Segment 3)security or any balance thereof together with accrued and unpaid interest shall be returned to Tenant after the time fixed as the expiration of the herein demised Term as same may be extended. In the absence of evidence satisfactory to Owner of any assignment of the security, including or the Loan Repayment Subaccount and remaining balance thereof, Owner may return the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT security or balance to the Borrower pursuant original Tenant, regardless of one or more assignments of the lease itself. In the event of a bona fide sale, subject to this Lease, Owner shall have the right to transfer any security deposit to the Intra-Agency Agreement vendee for the purposes benefit of satisfying Tenant and upon the Loan Obligations, including all moneys on deposit in transfer to said vendee the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein Owner shall be deemed considered released by Tenant from all liability for the return of such or security or balance, and Tenant agrees to require CDOT to 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 look to the lien new Owner solely for the return of such pledge without any physical delivery the said security or other actbalance, and it is agreed that this shall apply to every transfer or assignment made of the lien security or balance to a new Owner. No holder of such pledge a mortgage to which this Lease is subordinate shall be valid and binding against all parties having claims of any kind responsible in tortconnection with the security deposited hereunder, contract or otherwise against unless such mortgagee actually shall have received the Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded or filedsecurity deposited hereunder. The pledge security deposited under this Lease shall not be mortgaged, assigned or encumbered by Tenant without the written consent 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteOwner.

Security. The Borrower’s obligation to pay Section 27.1 TENANT shall deposit with LANDLORD the principal sum of $36,986.67 as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations TENANT of the Borrower payable solely from terms, provisions and conditions of this lease. It is agreed that in the accounts event TENANT defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this lease, including but not limited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))payment of rent and additional rent, and shall constitute “bond obligations” within LANDLORD may use, apply or retain the meaning whole or any part of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, 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 reason of TENANT'S default in respect of any of the Loan Obligations: (a) all moneys terms, covenants and conditions of this lease, including but not limited to any damages or deficiency in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit reletting of the premises, whether such damages or deficiency in the I-25 North Express Lanes Revenue Account (Segment 3)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 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, LANDLORD shall have the right to transfer the security to the vendee provided notice is sent to the TENANT of such transfer and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security; and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including TENANT agrees to look to the Loan Repayment Subaccount and new LANDLORD solely for the Capitalized Interest Accountreturn of said security; and (b) all amounts actually loaned by CDOT it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Borrower pursuant security to a new LANDLORD. TENANT further covenants that it will not assign or encumber or attempt to assign the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided monies deposited herein as security and that nothing herein neither LANDLORD not its successors or assigns shall be deemed to require CDOT to allocate funds to make bound by any payment such assignment, encumbrance, attempted assignment or attempted encumbrance. Provided TENANT is not in default under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)terms, the Collateral shall immediately be subject to the lien covenants and conditions of such pledge without any physical delivery or other actthis lease, and the lien of such pledge all applicable security monies 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 returned within thirty (30) days of the Collateral pursuant to expiration of 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notelease.

Security. The Borrower’s obligation to pay Lessee, concurrently with the principal executive of this Lease, has deposited with Lessor the sum of Five Thousand and interest on No/100 ($5,000.00) Dollars as security for the Note faithful performance and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provision and conditions, of this lease, it is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provision 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 Lessor may use, apply or retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any rent and additional rent or any other sum as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for any sum which Lessor may expend or may required to expend by reason of Tenant's default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Supplemental Actpromises whether such deficiency occurred before or after summary proceedings or other re-entry by Lessor. The Borrower hereby elects In the event that Tenant shall fully and faithfully comply with all the terms, provisions, covenants and conditions of this Lease, the security shall be returned to apply all Tenant after the date fixed as the end of the Supplemental Act Lease and after delivery of entire possession of the premises to this Agreementthe Lessor. In the event of a sale of the land and Building of which the premises form a part, Lessor shall have the Loan right to transfer the security to the vendee, and Lessor shall thereupon be released by tenant from all liability for the return of such security and Tenant agrees to look to the new Lessor solely for the return of such security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Lessor. Tenant further covenants that he will not assign or encumber the monies deposited herein an security and that neither Lessor nor its assigns shall be bound by any such assignment or encumbrances. Lessor shall not be required to keep the security in a segregated account and the Notesecurity may be commingled with other fund of Lessor and in no event shall Tenant be entitled to any interest on the security.

Security. The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: (a) all moneys Tenant has, simultaneously with the execution hereof, deposited with Landlord the Security for the faithful performance and observance by Tenant of the terms, covenants, conditions and provisions of this Lease. Landlord may retain, use, or apply the whole or part of the Security to the extent required for payment of any: (i) Rent; (ii) loss or damage that Landlord may suffer by reason of an Event of Default by Tenant including, without limitation, any damages incurred by Landlord or deficiency resulting from the re-letting of the Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Landlord; (iii) costs incurred by Landlord in connection with the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in cleaning or repair of the I-25 North Express Lanes Revenue Account (Segment 3); Premises upon expiration or earlier termination of this Lease. Landlord shall not be obligated to apply the Security and the I-25 North Express Lanes Loan Repayment Account (Segment 3)Landlord’s right to bring an action or special proceeding to recover damages or otherwise to obtain possession of the Premises before or after Landlord’s declaration of the termination of this Lease for nonpayment of Rent or for any other reason shall not be affected by reason of the fact that Landlord holds the Security. The Security will not be a limitation on the Landlord’s damages or other rights and remedies available under this Lease, including or at law or equity; nor shall the Loan Repayment Subaccount and Security be a payment of liquidated damages or advance of the Capitalized Interest Account; and Rent or any component thereof. (b) If Landlord uses, applies, or retains all amounts actually loaned by CDOT or any portion of the Security, Tenant will restore the Security to its original amount immediately upon written demand from Landlord. Tenant’s failure to strictly comply with this requirement shall be an Event of Default. (c) Subject to applicable Legal Requirements and requirements of Landlord’s lender(s), Landlord may commingle the Security with its own funds. Landlord shall not be required to keep the Security in an interest bearing account. Upon expiration or earlier termination of the Lease, Landlord will return the Security to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein then current Tenant and Landlord shall be deemed released by Tenant from all liability for the return of the Security. If any part of Landlord’s property of which the Premises forms a part is sold, leased or otherwise legally transferred (including to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(ea mortgagee upon foreclosure of its mortgage), Landlord shall transfer the Collateral shall immediately be subject Security to the lien of such pledge without any physical delivery or other actsuccessor entity, and the lien of such pledge shall be valid and binding against all parties having claims of any kind in tortand, contract or otherwise against the Borrower regardless of whether the claiming party has upon notice of such lien and even though it is not recorded or filed. The pledge transfer, Landlord shall be deemed released by Tenant from all liability for the return of the Collateral pursuant Security; and Tenant shall look solely to this Section does not limit the BorrowerLandlord’s rights to withdraw money from successor for the accounts established pursuant to Article IV hereof as provided in said Article IV. Section 00-00-000 return of the Supplemental Act provides that a public entitySecurity. (d) The Security shall not be mortgaged, including the Borrowerassigned, may elect in an act of issuance to apply all or encumbered by Tenant, and neither Landlord nor its successors or assigns shall be bound by any of the provisions of the Supplemental Act. The Borrower hereby elects to apply such mortgage, assignment or encumbrance. (e) If Tenant fully and faithfully complies with all of the Supplemental Act terms, covenants, conditions and provisions of this Lease, Landlord shall, within sixty (60) days after the later of the Expiration Date and the date of surrender of possession of the Premises to Landlord in accordance with this AgreementLease, return to Tenant the Security, or such portion thereof as shall then remain, less an estimated amount due for any unpaid Operating Expense Payment and/or Tax Payment. (f) If no Event of Default remains uncured beyond any applicable cure or grace period, the Loan amount of Security required hereunder shall be reduced by Thirty Five Thousand Dollars ($35,000.00) as of the first days of each of the thirteenth (13th), twenty fifth (25th) and the Note.thirty seventh (37th)

Security. Each Loan, including any Loan assumed by a Borrower, will be secured at the time of the applicable Credit Event by either (but not both), (a) a first perfected priority Lien on Qualifying Securities in the Required Collateral Amount supplied by the applicable Borrower and delivered or constructively delivered (unless already on deposit with the Collateral Agent) to the Collateral Agent, or (b) with respect to Loans to the Operating Partnership only and at the sole option of the Operating Partnership, by a first priority Lien on the Mortgaged Properties (such Loans to the Operating Partnership which are secured by the Mortgaged Properties shall be referred to herein as the "MP Loans"). The foregoing notwithstanding, it is expressly agreed and understood that upon any Borrower’s obligation to pay the principal 's payment of and any interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (an Interest Payment Date other than the I-25 North Express Lanes Rebate Account (Segment 3))last day of the Interest Period applicable thereto, if such Lien secures Qualifying Securities in an amount in excess of the Required Collateral Amount determined, after giving effect to any such interim interest payment, Borrowers shall have the right to request and upon such request the Agent shall, and the Banks hereby direct the Agent to, direct the Collateral Agent, upon such Borrower's request (which shall constitute “bond obligations” within specify the meaning amount of C.R.S. § 43-4-803(3)Qualifying Securities which should be released and the Borrower to whom the same should be released) to release to such Borrower that portion of the Qualified Securities in excess of the Required Collateral Amount as confirmed by the Collateral Agent. The Borrower hereby pledgesterm of the Qualifying Securities supplied as collateral for the Borrowings shall be (i) in the case of Borrowings of CD Rate Loans and LIBOR Rate Loans, substantially identical to the Interest Period for the requested Borrowing, which for purposes hereof shall mean that such maturities shall occur on, or in the event Qualifying Securities maturing on such date are not available in sufficient quantities, within three Business Days prior to, the last day of the relevant Interest Period; it being expressly agreed and understood that the cash proceeds of Qualifying Securities the maturities of which are prior to the maturities of the Loans secured thereby shall be collateral security for such Loans; provided, however, that the foregoing notwithstanding, in the case of CD Rate Loans and LIBOR Rate Loans secured by Qualifying Securities, the maturities of such Qualifying Securities may be for a first lien basisterm of up to 60 days after the relevant Interest Period or (ii) in the case of Borrowings of Prime Rate Loans, for less than 11 days. Upon (i) the payment of the interest or principal, or prepayment, of any Loan, (ii) the conversion by the Operating Partnership of a Loan Obligations: secured by Qualifying Securities to an MP Loan, or (aiii) all moneys in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in assumption of any Loan, the I-25 North Express Lanes Revenue Account (Segment 3); Agent shall, and the I-25 North Express Lanes Loan Repayment Account Banks hereby direct the Agent to, direct the Collateral Agent, upon such Borrower's request (Segment 3which will specify the amount of Qualifying Securities which should be released and the Borrower to whom the same should be released), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to release to the Borrower pursuant obligated on such Loan repaid, prepaid, assumed or so converted that portion of the Qualifying Securities the value (including principal and accrued interest) of which equals the sum of the principal and interest so repaid, prepaid, assumed, or converted. The Collateral Agent agrees that upon receipt of such a direction (which will specify the amount of Qualifying Securities which should be released and the Borrower to whom the Intra-Agency Agreement for same should be released), on which direction the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein Collateral Agent shall be deemed entitled to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)rely, the Collateral Agent shall immediately be subject release Qualifying Securities in such amount 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.

Security. The Borrower(a) Tenant, at Tenant’s obligation sole cost and expense, concurrently with execution of this Lease, shall either (1) pay Landlord in cash or immediately available funds or (2) provide Landlord the Letter of Credit (defined below) as more particularly described below, in each case in the amount of the Security specified in Section 1.01 as security (“Security”) for the full and faithful performance by Tenant of each and every term, provision, covenant, and condition of this Lease. If Tenant fails timely to pay perform any of the principal terms, provisions, covenants and conditions of and interest on the Note and this Lease or any other amounts payable document executed by Tenant in connection with this Lease, including, but not limited to, the Borrower hereunder (the “Loan Obligations”) are special, limited obligations payment of the Borrower payable solely from Monthly Base Rent, Rent Adjustment Deposits, Rent Adjustments or the accounts repair of damage to the Premises caused by Tenant (excluding normal wear and tear) then Landlord may use, apply, or retain the whole or any part of the Transportation Special Fund established pursuant to Article IV hereof (other than Security for the I-25 North Express Lanes Rebate Account (Segment 3))payment of any such Monthly Base Rent, and shall constitute “bond obligations” within Rent Adjustment Deposits or Rent Adjustments not paid when due, for the meaning cost of C.R.S. § 43-4-803(3). The Borrower hereby pledgesrepairing such damage, on a first lien basisfor the cost of cleaning the Premises, for the payment of the Loan Obligations: (a) all moneys 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 Tenant’s failure to perform, including, but not limited to, any loss of future Rent and any damage or deficiency 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 reletting 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 entityPremises (whether such loss, including the Borrower, may elect in an act of issuance to apply all damages or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.deficiency accrue before or after summary proceedings or

Security. The Borrower’s obligation to pay due and punctual payment of the principal of of, premium and Liquidated Damages, if any, and interest on the Note Notes when and any as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and Liquidated Damages, if any, and interest on the Notes and performance of all other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from Company and the accounts Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Company and the Guarantors have entered into simultaneously with the execution of this Indenture for the benefit of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))Holders of Notes. Each Holder of Notes, by its acceptance thereof, consents and shall 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 of the 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 amounts actually loaned by CDOT agrees to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 terms of the Collateral Documents and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents executed pursuant to this Section does not limit Indenture and the Borrower’s rights Collateral Documents and the Intercreditor Agreement and shall do or cause to withdraw money from the accounts established pursuant to Article IV hereof be done all such acts and things as provided in said Article IV. Section 00-00-000 of the Supplemental Act provides that a public entitymay be necessary or proper, including the Borrower, or as may elect in an act of issuance to apply all or any of be required by the provisions of the Supplemental ActCollateral Documents to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein and therein expressed. The Borrower hereby elects Company shall take, or shall cause its Restricted Subsidiaries to apply all take, upon request of the Supplemental Act Trustee, any and all actions reasonably required to this Agreementcause the Collateral Documents to create and maintain, as security for the Loan obligations of the Company hereunder, a valid and enforceable perfected Lien on the NoteCollateral, subject to Liens permitted by the Collateral Documents.

Security. The Borrower’s obligation to pay TENANT simultaneously with the principal execution and delivery of and interest on this Lease has deposited with LANDLORD, the Note and any other amounts payable sum of $29,750.00 receipt of which is hereby acknowledged, which sum shall be retained by LANDLORD as security for the Borrower hereunder (the “Loan Obligations”) are special, limited obligations payment by TENANT of the Borrower payable solely from rents herein agreed to be paid by TENANT and for the accounts faithful performance by TENANT of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))terms, conditions, and shall constitute “bond obligations” within the meaning covenants of C.R.S. § 43-4-803(3)this Lease. The Borrower hereby pledgesIt is agreed that LANDLORD, on a first lien basisat LANDLORD's option, for may at any time apply said sum or any part thereof toward the payment of the Loan Obligations: (a) rents and any other sum payable by TENANT under this Lease, and/or toward the performance of each and every of TENANT's covenants under this Lease and TENANT's liability under this Lease shall thereby be reduced pro tanto; that TENANT shall remain liable for any amounts that such sum shall be insufficient to pay; that LANDLORD may exhaust and or all moneys in the I-25 North Express Lanes Project Account (Segment 3) rights 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)remedies against TENANT before resorting to said sum, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that but nothing herein contained shall require or be deemed to require CDOT LANDLORD to allocate funds do so; that, in the event this deposit shall not be utilized for any of such purposes, then such deposit shall be returned by LANDLORD to make TENANT promptly after the expiration of the term of the Lease. LANDLORD shall not be required to pay TENANT any payment under the Intra-Agency Agreementinterest on said security deposit. In accordance Promptly upon demand by LANDLORD, TENANT shall deposit with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately LANDLORD such additional sum as may be subject necessary to replace any amounts expended therefrom by LANDLORD pursuant to the lien provisions hereof, so that there shall always be a security deposit in the sum first set forth above. Landlord shall provide written notice should Tenant's security deposit be applied in any manner as described herein. Any amount of such pledge without any physical delivery or other act, and the lien of such pledge security deposit remaining at lease expiration 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 refunded to Tenant within 45 days 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 expiration date of the Supplemental Act provides that a public entity, including the Borrower, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteLease.

Security. The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: (a) On the Closing Date, the Company shall (i) enter into the Escrow and Security Agreement and comply with the terms and provisions thereof and (ii) purchase the Pledged Securities to be pledged to the Trustee for the benefit of the Holders in an amount equal to the net proceeds to be received by the Company from the sale of the Notes. At all moneys times the Company shall maintain Pledged Securities pledged to the Trustee for the benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities, in the I-25 North Express Lanes Project Account (Segment 3) opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide for payment in full of the first six scheduled interest payments due on the outstanding Notes. The Pledged Securities shall be pledged by the Company to the Trustee for the benefit of the Holders and Available Toll Revenues on deposit shall be held by the Trustee in the I-25 North Express Lanes Revenue Pledge Account (Segment 3); pending disposition pursuant to the Escrow and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and Security Agreement. (b) all amounts actually loaned Each Holder, by CDOT its acceptance of a Note, consents and agrees to the Borrower pursuant to terms of the Intra-Agency Escrow and Security Agreement for the purposes of satisfying the Loan Obligations(including, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelywithout limitation, the “Collateral”); provided that nothing herein shall provisions providing for foreclosure and release of the Pledged Securities) as the same may be deemed in effect or may be amended from time to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In time 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 actits terms, and authorizes and directs the lien of such pledge shall be valid Trustee to enter into the Escrow and binding against all parties having claims of any kind Security Agreement and to perform its respective obligations and exercise its respective rights thereunder 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 filedaccordance therewith. The pledge of the Collateral pursuant Company will do or cause to this Section does not limit the Borrower’s rights to withdraw money from the accounts established pursuant to Article IV hereof be done all such acts and things as provided in said Article IV. Section 00-00-000 of the Supplemental Act provides that a public entitymay be necessary or proper, including the Borrower, or as may elect in an act of issuance to apply all or any of be required by the provisions of the Supplemental ActEscrow and Security Agreement, to assure and confirm to the Trustee the security interest in the Pledged Securities contemplated hereby, by the Escrow and Security Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Borrower hereby elects Company shall take, or shall cause to apply be taken, any and all actions reasonably required (and any action requested by the Trustee) to cause the Escrow and Security Agreement to create and maintain, as security for the obligations of the Supplemental Act Company under this Indenture and the Notes, valid and enforceable first priority liens in and on all the Pledged Securities, in favor of the Trustee, superior to and prior to the rights of third Persons and subject to no other Liens. (c) The release of any Pledged Securities pursuant to the Escrow and Security Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture and the Escrow and Security Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Escrow and Security Agreement (other than pursuant to Section 7(a), 7(c) and 7(d) thereof) and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Escrow and Security Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Escrow and Security Agreement, to be complied with. The Trustee may, to the Loan extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments. (e) The Trustee, in its sole discretion and without the consent of the Holders, may, and at the request of the Holders of at least 25% in aggregate principal amount of Notes then outstanding shall, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Escrow and Security Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company thereunder. The Trustee shall have power to institute and to maintain such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the Noteinterests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee).

Security. The Borrower’s obligation Tenant shall at all times maintain on deposit with the Landlord cash in the Required Amount as security for the full and faithful keeping, observance and performance of all of the covenants, agreements, terms, provisions and conditions of this Lease provided to pay be kept observed or performed by the principal Tenant (expressly including without being limited to, the payment as and when due of and interest on the Note fixed rent, percentage rent, if any, additional rent and any other amounts sums or damages payable by the Borrower hereunder (Tenant under this Lease) and the “Loan Obligations”) are specialpayment of any and all other damages for which the Tenant shall be liable by reason of any act or omission contrary to any of said covenants, limited obligations agreements, terms, provisions or conditions. If at any time the Tenant shall be in default in the payment as aforesaid of any such fixed rent, percentage rent, additional rent, and/or any other sums or damages or shall otherwise be in default in the keeping, observance or performance of any of the Borrower payable solely from covenants, agreements, terms, provisions or conditions of this Lease, then at the accounts of Landlord's election, the Transportation Special Fund established pursuant cash on deposit with it as aforesaid may be applied by the Landlord to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: (a) all moneys fixed rent, percentage rent, additional rent, other sums or damages in respect to which the Tenant is so in default and/or, if the Tenant is otherwise in default in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues keeping, observing or performing as aforesaid of any of the covenants, agreements, terms, provisions or conditions of this Lease, said cash on deposit may be applied by the Landlord to the payment of such costs and expenses as the Landlord shall incur in curing any such default. If as a result of any such application of any such cash, the amount of cash so on deposit with the Landlord shall at any time be less than that hereinabove specified, the Tenant shall forthwith deposit with the Landlord additional cash in an amount equal to the deficiency. If, at the expiration of the term of this Lease, all of said fixed rent, percentage rent, if any, additional rent, other sums or damages, costs or expenses shall have been paid by the Tenant to the Landlord and the Tenant shall not be in default in the I-25 North Express Lanes Revenue Account (Segment 3); and keeping, observance or performance of any other covenant, agreement, term, provision or condition of this Lease, then the I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT Landlord shall return to the Borrower pursuant to Tenant all, or such part of the Intra-Agency Agreement for the purposes of satisfying the Loan Obligationscash, including all moneys if any, then on deposit in with the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 Landlord 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteArticle.

Security. The Borrower’s obligation 3.01 Subject as hereinafter provided the Borrower as beneficial owner hereby mortgages, charges and assigns to pay the principal Bank as a continuing security for the payment and discharge of the Secured Obligations: FIRST the immoveable property of the Borrower both present and interest future and all buildings and fixtures (including trade fixtures) from time to time on any such property all liens charges options agreements rights and interests over land both present and future and all plant machinery vehicles computers and office and other equipment of the Note Borrower both present and future and any substitution or replacement thereof and all the accessories and parts pertaining thereto and the full benefit of all warranties and maintenance contracts for any of the same (excluding stock in trade of the Borrower). SECONDLY each and every of those stocks shares bonds and securities of any kind whatsoever whether marketable or otherwise in any company or entity registered in the name of the Borrower or its nominee and all rights interests titles and benefits of the Borrower both present and future thereto and therein and incidental thereto the certificates or other amounts payable documents of title for which are deposited with the Bank by the Borrower hereunder from time to time (but excluding any of the “Loan Obligations”) are special, limited obligations same pledged pursuant to Clause 3.02). THIRDLY each and every of those stocks shares bonds and securities of any kind whatsoever whether marketable or otherwise in any company or entity whether bearer or registered in the name of the Borrower payable solely from or its nominee including without prejudice to the accounts generality of the Transportation Special Fund established foregoing, any book-entry securities and all rights interests titles and benefits of the Borrower both present and future thereto and therein and incidental thereto (but excluding any of the same pledged pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3Clause 3.02 or mortgaged pursuant to Secondly above). FOURTHLY all the rights titles and benefits of the Borrower whatsoever, present or future under or arising out of any contract for the sale or purchase of any stocks shares bonds or securities of any kind whatsoever in any company or entity to which the Borrower may be a party (whether as principal or agent) whether now or at any time in the future (whether directly or through any agent or nominee) together with all the Borrower's rights and title and interest in and to any security for the performance of any such contract and all claims, remedies and revenues accruing to or received or derived by or available to the Borrower in respect of any such contracts or security (but excluding any book debts charged pursuant to the premises Fifthly described). FIFTHLY all book and other debts revenues and claims both present and future (including things in action which may give rise to a debt revenue or claim and the proceeds of such debts revenues and claims) due or owing or which may become due or owing to or purchased or otherwise acquired by the Borrower and the full benefit of all rights and remedies relating thereto including but not limited to any negotiable or non- negotiable instruments guarantees indemnities debentures legal and equitable charges and other security reservation or proprietary rights rights of tracing liens and all other rights and remedies of whatsoever nature in respect of the same Provided always that no property mortgaged charged pledged or assigned pursuant to Secondly, Thirdly or Fourthly above or Clause 3.02 shall be mortgaged charged pledged or assigned pursuant to this Clause Fifthly. SIXTHLY the uncalled capital goodwill and all patent applications trade marks trade names registered designs and copyrights and all licences and ancillary and connected rights relating to the intangible property both present and future of the Borrower. SEVENTHLY the whole of the undertaking and all other property assets and rights of the Borrower whatsoever and wheresoever both present and future including but not limited to the stock in trade of the Borrower wheresoever and the premises First, Secondly, Fourthly and Sixthly described (if and in so far as the charges thereon herein contained shall for any reason be ineffective as fixed charges) and all assets acquired after the date or dates upon which the floating security hereby created crystallises. 3.02 The Borrower hereby pledges, on pledges and agrees to pledge to and in favour of the Bank as a first lien basis, continuing security for the payment of all moneys and the Loan Obligations: discharge of all obligations and liabilities hereby covenanted to be paid or otherwise hereby secured each and every of those instruments, bonds, certificates and other documents of any kind whatsoever whether marketable or otherwise now or at any time hereafter deposited by the Borrower with the Bank the title to and property in which are capable of passing by delivery. 3.03 The Borrower hereby declares that the security hereby created shall extend to and include all dividends and interest paid or payable on or in respect of any of the Securities after the date of this Deed and all stocks, shares, rights money or property accruing or offered by way of redemption, bonus, preference, option or otherwise to or in respect of the Securities and all allotments, accretions, offers, rights, benefits and advantages whatsoever accruing, offered or arising in respect of the same Provided that nothing in this Clause 3.03 shall be construed as placing on the Bank any obligation or liability whatsoever in respect of any of the foregoing. 3.04 The charges created by this Deed shall rank: (a) all moneys in as regards 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)Fixed Charged Assets, as first fixed charges; and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and and (b) all amounts actually loaned by CDOT as regards the Floating Charge Assets, as first floating charges (subject to Clause 3.05). 3.05 Save as permitted under this Deed, (i) if the Borrower pursuant mortgages, charges, pledges or assigns or otherwise encumbers (whether by way of fixed or floating security) any of the Floating Charge Assets or attempts so to do without the Intra-Agency Agreement for prior consent in writing of the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account Bank or (collectively, the “Collateral”); provided that nothing herein shall be deemed ii) if any person levies or attempts to require CDOT to allocate funds to make levy 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 distress execution sequestration or other act, and process against any of the lien of such pledge shall be valid and binding against all parties having claims of Floating Charge Assets or (iii) if under any kind in tort, contract or otherwise against other security created by the Borrower regardless of whether with the claiming party has notice of such lien and even though it is not recorded or filed. The pledge consent of the Collateral pursuant Bank, any floating charge is converted to this Section does not limit a fixed charge, or (iv) if the Borrower’s rights Bank gives notice to withdraw money from the accounts established pursuant that effect 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, then (and in each such case) the charge hereby created over the assets the subject thereof shall automatically without notice operate as a fixed charge instantly such event occurs. 3.06 The Borrower hereby agrees that the Bank may elect in an act at any time without notice after making demand on the Borrower for all or any sums hereby secured and notwithstanding any settlement of issuance to apply account or other matter whatsoever combine or consolidate all or any of the provisions then existing accounts of the Supplemental Act. The Borrower hereby elects to apply all including accounts in the name of the Supplemental Act to this Agreement, Borrower jointly with others held by the Loan and the NoteBank.

Security. The Borrower’s obligation to pay 10.1 To secure the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations repayment of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), Bridge Loan and shall 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 of the Loan Obligations: (a) all moneys other monies due hereunder, MMG agrees to execute a Promissory Note in the I-25 North Express Lanes Project Account (Segment 3) form attached as Schedule C hereof, evidencing each advance of funds under the Bridge Loan and Available Toll Revenues on deposit sign a general security agreement in the I-25 North Express Lanes Revenue Account (Segment 3); standard form, securing all the Assets in favour of the Lenders. The Lenders shall file the necessary UCC filings to register its security interests. 10.2 The Lenders may grant extensions, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with MMG and with other parties, sureties or securities as the I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT Lenders may see fit without prejudice to the Borrower pursuant liability of FCIC or the Lenders’ rights under this Agreement or under the Promissory Note. 10.3 The grant of the Promissory Note or of any other security in replacement thereof shall not operate so as to create any merger or discharge of any indebtedness or liability of MMG hereunder, nor of any assignment, transfer, guarantee, lien, contract, promissory note, xxxx of exchange or security of any form held or which may hereafter be held by the Intra-Agency Lenders from MMG or from any other person whomsoever. 10.4 The Lenders may waive any breach by MMG of this Agreement for the purposes or of satisfying the Loan Obligations, including all moneys on deposit any default by MMG in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelyobservance or performance of any covenant or condition under the Promissory Note. No failure or delay on the part of the Lenders to exercise any right, power or remedy given herein or by statute or at law or in equity or otherwise shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other exercise thereof or the “Collateral”); provided that nothing herein exercise of any other right, power or remedy, nor shall any waiver by the Lenders be deemed to require CDOT to allocate funds to make be a waiver of 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 subsequent similar 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteevent.

Security. The Borrower’s obligation to pay the principal of and interest Tenant shall deposit with Landlord on the Note signing of this Lease the sum of One Hundred Fifty-Five Thousand Five Hundred Seventy-Four and 99/100 Dollars ($155,574.99), or at Tenant's option, a "clean," unconditional, irrevocable and transferable letter of credit (the "Letter of Credit") in the same amount, satisfactory to Landlord, issued by and drawn on a bank satisfactory to Landlord and which is a member of the New York Clearing House Association, for the account of Landlord, for a term of not less than one (1) year, as security for the faithful performance and observance by Tenant of the terms, covenants, conditions and provisions of this Lease, including, without limitation, the surrender of possession of the Premises to Landlord as herein provided. If an Event of Default shall occur and be continuing, Landlord may apply the whole or any part of the security so deposited, or present the Letter of Credit for payment and apply the whole or any part of the proceeds thereof, as the case may be, (i) toward the payment of any Fixed Rent, Escalation Rent or any other item of Rental as to which Tenant is in default, (ii) toward 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 and conditions of this Lease, including, without limitation, any damage, liability or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred or suffered by Landlord, and (iii) toward any damage or deficiency incurred or suffered by Landlord 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. If Landlord applies or retains any part of the proceeds of the Letter of Credit or the security so deposited, as the case may be, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained so that Landlord 76 shall have the full deposit on hand at all times during the Term. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Letter of Credit or the security, as the case may be, shall be returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord. In the event of a sale or leasing of the Real Property or the Building, Landlord shall have the right to transfer the Letter of Credit or security, as the case may be, to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security or the Letter of Credit, as the case may be, and Tenant shall cause the bank which issued the Letter of 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. Tenant shall look solely to the new landlord for the return of the Letter of Credit or the security, as the case may be. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit or security made 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. Tenant shall renew any Letter of Credit from time to time, at least thirty (30) days prior to the expiration thereof, and deliver to Landlord a new Letter of Credit or an endorsement to the Letter of Credit, and any other amounts payable evidence required by Landlord that the Borrower hereunder Letter of Credit has been renewed for a period of at least one (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 31)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.

Security. The Borrower’s obligation to pay Section 27.1 TENANT has deposited with LANDLORD an irrevocable, unconditional Letter of Credit in the principal amount of $250,000.00 issued by _________________, as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations TENANT of the Borrower payable solely from terms, provisions and conditions of this Lease; it is agreed that in the accounts event TENANT defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this Lease, including, but not limited to, the payment of Basic Annual Rent and Additional Rent, LANDLORD may draw down the Letter of Credit and use, apply or retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of any Basic 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 Loan Obligations: (a) all moneys terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in re-letting of the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3)premises, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 whether such pledge without any physical delivery damages or deficiencies accrued before or after summary proceedings or other act, re-entry by LANDLORD and retain 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 balance of the Collateral funds drawn down pursuant to this Section does not limit Article. In 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 an act of issuance to event TENANT shall default and LANDLORD shall apply all or any portion of the provisions security to cure such default, TENANT shall, within said ten (10) days after notification from LANDLORD that LANDLORD has made such application, replace with LANDLORD by certified or bank check, an amount equal to the amount so applied by LANDLORD. In the event TENANT shall fail to replace such amount within the ten (10) day period, LANDLORD shall have the same remedies for nonpayment thereof as for nonpayment of rent. In the Supplemental Act. The Borrower hereby elects to apply event that TENANT shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this AgreementLease, the Loan 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 the NoteLANDLORD 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. Section 27.2 The Letter of Credit to be delivered to the LANDLORD hereunder shall provide that the same may be drawn down by LANDLORD delivering the Letter of Credit to Fleet Bank, N. A., at an office within the Counties of New York or Nassau, together with a letter stating that the TENANT is in default under this Lease beyond its time to cure. Section 27.3 The Letter of Credit shall be for a period of three (3) years and nine (9) months and shall be automatically reduced on the first day of each Lease Year so that on the first day of the thirty-eighth (38th) month of the Lease the Letter of Credit shall be reduced to $184,357.71; on the first day of the subsequent six months the Letter of Credit shall be reduced by $30,726.29 so that on the first day of the forty-fifth (45th) month of the Lease the LANDLORD shall retain a Letter of Credit as security in the amount of $34,916.00. In the event that Fleet Bank, N.A. shall refuse to issue a three (3) year nine (9) month Letter of Credit, but shall instead wish to issue a series of Letters of Credit, then and in that event, unless TENANT shall replace the Letter of Credit at least thirty (30) days prior to the expiration date of the Letter of Credit, LANDLORD shall have the right to draw down the Letter of Credit and hold same as security, in which event LANDLORD will remit to TENANT the amount necessary so that the deposit will be equal to the reduced amounts of the Letter of Credit when those reductions are provided for.

Security. The Borrower’s obligation to pay (a) Tenant has deposited with Landlord the principal Security Deposit 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 interest on prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Note and payment of Rent, Landlord may use, apply or retain the whole or any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations part of the Borrower payable solely from security so deposited to the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys 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 I-25 North Express Lanes Project Account (Segment 3) 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 the amount so used, applied and Available Toll Revenues retained, as security as aforesaid. Provided Tenant is not in default under this Lease, the security or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on deposit in which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the I-25 North Express Lanes Revenue Account (Segment 3)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 I-25 North Express Lanes Loan Repayment Account (Segment 3)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, including the Loan Repayment Subaccount and the Capitalized Interest Account; and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (b) In the event Landlord agrees to accept a letter of credit from Tenant in lieu of all amounts actually loaned or a portion of the cash security required by CDOT this Lease, Tenant shall provide to the Borrower pursuant to the Intra-Agency Agreement for the purposes Landlord an irrevocable Letter of satisfying the Loan Obligations, including all moneys on deposit Credit in the I-25 North Express Lanes CDOT Backup Loan Account amount of Two Hundred Forty Thousand One Hundred Fifty Four and 00/100 Dollars (collectively, the “Collateral”); provided that nothing herein shall be deemed $240,154.00) in form and substance satisfactory to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.Landlord and

Security. The Borrower’s obligation TENANT simultaneously with the execution and delivery of this Lease, has deposited with the LANDLORD the sum equal to pay one months current minimum rent as per EXHIBIT “B” and as stated in Section 1.7 hereof, the principal receipt of and interest on which is hereby acknowledged, which sum shall be retained by LANDLORD as security for the Note and any other amounts payable payment by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations TENANT of the Borrower payable solely from rents herein agreed to be paid by TENANT and for the accounts faithful performance by TENANT of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))terms, conditions and shall constitute “bond obligations” within the meaning covenants of C.R.S. § 43-4-803(3)this Lease. The Borrower hereby pledgesIt is agreed that LANDLORD, on a first lien basisat LANDLORD’S option, for may at any time apply said sum or any part thereof toward the payment of the Loan Obligations: (a) rents and any other sum payable by TENANT under this Lease, and/or toward the performance of each and every covenant 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 moneys in the I-25 North Express Lanes Project Account (Segment 3) rights 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)remedies against TENANT before resorting to said sum, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that but nothing herein contained shall require or be deemed to require CDOT LANDLORD to allocate funds to make do so; that, in the event this deposit shall not be utilized for 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 actpurposes, and the lien of then such pledge deposit shall be valid and binding against all parties having claims returned by LANDLORD to TENANT within sixty (60) days after the expiration of the term of this Lease. TENANT shall deposit with LANDLORD such additional sums which may be necessary to replace any kind amounts expended there from by LANDLORD pursuant hereof, so that there shall always be a security deposit 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 filedsum first set forth above. The pledge of Security deposit provided for herein shall be held by the Collateral pursuant to this Section does not limit LANDLORD in a non-interest-bearing account and may be co-mingled by the Borrower’s rights to withdraw money from LANDLORD at 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteLANDLORD’S sole discretion.

Security. The Borrower’s obligation As security for the performance by Tenant of all the terms, conditions and covenants of this Lease upon Tenant's part to pay be performed, Tenant shall provide to Landlord an irrevocable letter of credit in the principal amount of $175,000.00 in form and interest on the Note and any other amounts payable by the Borrower hereunder substance satisfactory to Landlord (the “Loan Obligations”) are special, limited obligations "Letter of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3Credit" or "Security"). The Borrower hereby pledgesLetter of Credit shall be the type which is automatically renewed on an annual basis. Each Letter of Credit will be issued by a bank approved by Landlord and in the locale of the Demised Premises. Each Letter of Credit will contain a provision requiring the issuer thereof to give the Landlord and Tenant sixty (60) days advance written notice of its intention not to renew the Letter of Credit on the next annual renewal date. Landlord shall have the right regardless of the exercise of any other remedy the Landlord may have by reason of a default of Tenant, to draw upon said Letter of Credit in the following instances (i) to cure any default of Tenant of its obligations under this Lease after the applicable cure period, including without limitation, any sum which Landlord may spend or may be required to spend by reason of Tenant's default, including without limitation, any damages or deficiency in reletting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord or (ii) in the event Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of Credit, in the amount stated above as such amount may be reduced in accordance with this Section 4001, on a first lien basisdate (the "Annual Renewal Date"), which shall be a date on or before thirty (30) days prior to the expiration of the Letter of Credit. If Landlord draws on the Letter of Credit, any amount not applied shall be retained as a cash security for the payment performance by Tenant of all terms, conditions and covenants of this Lease upon Tenant's part to be performed. If Landlord draws on the Letter of Credit in accordance with the terms of this Lease, Tenant shall, upon demand, additionally fund the Letter of Credit with the amount so drawn (less the amount of any funds held as cash security in accordance with the immediately preceding sentence) 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 Loan Obligations: (a) all moneys Demised Premises or lease of the Demised Premises subject to this Lease, Landlord shall transfer the Letter of Credit to the vendee or lessee and upon prior notice from Landlord Tenant shall change the named beneficiary 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 amounts actually loaned by CDOT Letter of Credit to the Borrower pursuant name of the applicable transferee. Tenant shall not assign or encumber or attempt to assign or encumber the Intra-Agency Agreement for the purposes Letter of satisfying the Loan ObligationsCredit, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein and neither Landlord nor its successors or assigns shall be deemed bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Tenant shall have the right, at any time, to require CDOT to allocate funds to make any payment under replace the Intra-Agency Agreement. In accordance Letter of Credit 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.cash security

Security. The Borrower’s obligation to pay Upon execution of this Lease, and as security for the principal faithful performance by Tenant of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations all of the Borrower payable solely from terms and conditions of this Lease on Tenant's part to be performed, Tenant has deposited with Landlord the accounts sum outlined in Schedule. Such funds may not be escrowed. Such amount shall be returned to Tenant, without interest, within thirty (30) days after the day set forth for the expiration or sooner termination of the Transportation Special Fund established pursuant Term if Tenant has fully and faithfully carried out all of the terms, covenants and conditions of this Lease on its part to Article IV hereof (other than be performed. Landlord shall have the I-25 North Express Lanes Rebate Account (Segment 3))right to apply any part of said deposit to cure any default of Tenant, including but not limited to damages and shall constitute “bond obligations” within the meaning payment of C.R.S. § 43-4-803(3)rent. The Borrower hereby pledgesapplication of the deposit shall be at the sole discretion of Landlord. It is expressly understood that this remedy is in addition to all other remedies vested in Landlord. In the event of a sale of the building of which the Demised Premises are a part, on a first lien basis, Landlord shall have the right to transfer the security to the purchaser and Landlord and his agent shall be released by Tenant from all liability for the payment return of such security and Tenant shall look to the new landlord solely for the return of said security. It is agreed that this provision shall apply to every transfer or assignment made of the Loan Obligations: (a) all moneys in security to a new purchaser or landlord. The security deposited under this Lease shall not be mortgaged, assigned, or encumbered by Tenant without the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on written consent of Landlord. In the event of any authorized assignment or sublease of this Lease by Tenant the said security 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under be held by the Intra-Agency Agreement. In accordance Landlord as a deposit made by the assignee and Landlord shall have no further liability with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject respect to the lien return of said security deposit to Tenant. Tenant shall not be entitled to interest on 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notesecurity.

Security. The BorrowerIn order to secure the Agent’s obligation to pay the principal obligations under this Agreement, in respect of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”x) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: unpaid portion of the Guaranteed Amount and (ay) all moneys Expenses of the Sale, on the Payment Date, Agent shall furnish Merchant an irrevocable standby Letter(s) of Credit naming GECC and Merchant as co-beneficiaries (the “Beneficiaries”) in the I-25 North Express Lanes Project Account aggregate original face amount equal to the difference between the Estimated Guaranteed Amount and the Initial Guaranty Payment, plus three (Segment 3) and Available Toll Revenues on deposit weeks’ estimated Expenses that Merchant pays in the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3)ordinary course, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit which shall be substantially in the I-25 North Express Lanes CDOT Backup Loan Account form of Exhibit 3.4 hereof (collectively, the “CollateralLetter of Credit”); provided that nothing herein shall be deemed to require CDOT to 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 Letter of Credit shall have an expiration date of no earlier than sixty days after the Sale Termination Date. Unless the parties shall have mutually agreed that they have completed the final reconciliation and verification 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to Final Inventory Report under this Agreement, then, at least thirty (30) days prior to the Loan initial or any subsequent expiration date, the Beneficiaries shall receive an amendment to the Letter of Credit solely extending (or further extending, as the case may be) the expiration date by at least sixty (60) days. If the Beneficiaries fail to receive such amendment to the Letter of Credit no later than thirty (30) days before the expiration date, then all amounts hereunder shall become immediately due and payable and the NoteBeneficiaries shall be permitted to draw under the Letter of Credit in payment of amounts owed and the Beneficiaries shall hold the balance of the amount drawn under the Letter of Credit as security for amounts that may become due and payable to Merchant. At Agent’s request, the Beneficiaries shall take all actions reasonably required to reduce the amount available to be drawn under the Letter of Credit by amounts credited against the Guaranteed Amount; provided, however, that the Letter of Credit shall not be reduced below three (3) weeks of estimated Expenses of the Sale. In the event that Agent, after receipt of five (5) days’ notice (which notice shall not be required if Agent or any member of Agent shall be a debtor under title 11, United States Code), fails to pay the Guaranteed Amount, or portion thereof, or any Expenses of the Sale when due, GECC, individually, or the Beneficiaries, collectively, may draw on the Letter of Credit in an amount equal to the unpaid, past due amount of the Guaranteed Amount or Expenses that is not the subject of a reasonable dispute.

Security. The Borrower’s obligation to pay Tenant has deposited with Landlord the principal sum of and interest on the Note and any other amounts payable by the Borrower hereunder $114,925.60 (the “Loan Obligations”"Security Deposit") are specialas security for the full and faithful performance and observance by Tenant of Tenant's covenants and obligations under this Sublease. If Tenant defaults in the full and prompt payment and performance of any of Tenant's covenants and obligations under this Sublease, including, but not limited obligations to, the payment of Fixed Rent, Furniture Rent and Additional Rent, Landlord may, but shall not be required to, use, apply or retain the whole or any part of the Borrower payable solely from Security Deposit and the accounts of interest accrued thereon, if any, to the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any Fixed Rent, Furniture Rent and Additional Rent or any other sums as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this Sublease, including, but not limited to, any damages or deficiency in the reletting of the Supplemental ActPremises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. The Borrower hereby elects If Landlord shall so use, apply or retain the whole or any part of the Security Deposit or the interest accrued thereon, if any, Tenant shall upon demand immediately deposit with Landlord a sum equal to apply the amount so used, applied or retained, as security as aforesaid failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent or Furniture Rent beyond the applicable grace period. If Tenant shall fully and faithfully comply with all of the Supplemental Act to Tenant's covenants and obligations under this AgreementSublease, the Loan Security Deposit or any balance thereof, with the interest thereon, if any, to which Tenant is entitled, shall be returned or paid over to Tenant after the date fixed as the end of this Sublease and after delivery to Landlord of entire possession of the NotePremises. Tenant shall not assign or encumber or attempt to assign or encumber the Security Deposit 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.

Security. The Borrower’s obligation Upon the termination of the Guarantor's obligations under Section 3 or if the 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 ($50,000,000), 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 entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the 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 principal of and interest on terms hereof. HPT shall be entitled to apply any cash collateral held by it or the Note and any other amounts payable by Collateral Agent to the Borrower hereunder (the “Loan Obligations”) are special, limited overdue obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (Guarantor hereunder in such order and at such times as HPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other than the I-25 North Express Lanes Rebate Account (Segment 3))funds, and shall constitute “bond obligations” within be invested, at the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledgesGuarantor's risk, on a first lien basis, for the payment of the 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 amounts actually loaned by CDOT interest bearing investments reasonably acceptable to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys Guarantor. Any interest on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 actcash collateral, and the lien of any losses in such pledge investments, 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 belong 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteIHG.

Security. The Borrower’s obligation to pay Tenant has deposited with Landlord the principal sum of $5,234.00 (carried over) as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms and conditions of this Lease. The depositing of said sum with the accounts Landlord is a condition precedent to the valid execution of the Transportation Special Fund established pursuant to Article IV hereof (other than Lease. Landlord, at its option, may use, apply or retain the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within whole or any part of the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, security so deposited for the payment of any sum for which Tenant is in default or for any sum which Landlord, at its option, may expend by reason of Tenant's default of any of the Loan Obligations: (a) terms and conditions of this Lease. Any expenditures made by Landlord as herein stipulated shall be paid by Tenant as additional rent. Landlord shall be permitted to co-mingle Tenant security funds with other funds of Landlord and shall not be required to pay interest on any sum so held. In the event that Tenant shall fully and faithfully comply with all moneys in the I-25 North Express Lanes Project Account (Segment 3) terms and Available Toll Revenues on deposit in conditions of this Lease, the I-25 North Express Lanes Revenue Account (Segment 3); security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of the I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned Premises by CDOT Tenant to the Borrower Landlord pursuant to the Intra-Agency Agreement terms and conditions of this Lease. In the event of a sale of the Premises, Landlord shall have the right to transfer the security to the buyer and Landlord shall thereupon be relieved by Tenant from all liability for the purposes return of satisfying such security and Tenant agrees to look to the Loan Obligations, including all moneys on deposit in buyer solely for the I-25 North Express Lanes CDOT Backup Loan Account (collectively, return of said security. The provisions hereof shall apply to every transfer or assignment made of the “Collateral”); provided security to a new buyer. Tenant further covenants that nothing it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither the Landlord nor its successors or assigns shall be deemed to require CDOT to allocate funds to make bound by any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)such assignment, the Collateral shall immediately be subject to the lien of such pledge without any physical delivery encumbrance, attempted assignment 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteattempted encumbrance.

Security. The Borrower’s obligation 19.1 Simultaneously with the delivery to pay Sublandlord of an executed counterpart of the principal Sublease, Subtenant shall tender Security (as defined herein) in the amount of and interest on $273,090.00 (5 times monthly rent) in the Note and any other amounts form of either (i) a check payable by the Borrower hereunder to Sublandlord (the “Loan ObligationsCash Security”) are specialor (ii) an irrevocable letter of credit in favor of Sublandlord (or any other beneficiary as may be designated by Sublandlord during the term hereof, limited obligations of in which event Subtenant shall pay any transfer or other fees which may be imposed by the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)issuing bank), in a form reasonably acceptable to Sublandlord (the “LC”) (the Cash Security and LC shall constitute hereinafter be referred collectively as the “bond obligations” within the meaning of C.R.S. § 43-4-803(3Security”). The Borrower hereby pledgesSecurity shall be tendered for the faithful performance and observance by Subtenant of the terms, on provisions, covenants and conditions of this Sublease. Sublandlord shall not be required to deposit the Cash Security in a first lien basissegregated or interest-bearing account, unless required by applicable law, but, in the event that Sublandlord shall maintain same in an interest-bearing account, Sublandlord shall be permitted to retain from the Cash Security, as 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 part, of the Security, to the extent required for the payment of the Loan Obligations: (a) all moneys any Rent, or any sum which Sublandlord may expend, or may be required to expend, by reason of such event of default, including, but not limited to, any damages or deficiencies in the I-25 North Express Lanes Project Account 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 (Segment 35) 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, 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 be reduced to $163,854.00 (3 times monthly rent) and Available Toll Revenues Sublandlord shall refund to Subtenant the remaining balance of the Cash Security then on deposit in or (ii) 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein LC shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance replaced 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteLC for $163,854.

Security. The Borrower’s obligation to pay 4.01. Tenant has deposited with Landlord either the principal Security Letter (as such term is defined in Section 4.02 hereof) or the sum of Twelve Million and interest on 00/100 ($12,000,000.00) Dollars as security for the Note 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 other amounts payable by applicable cure period, in the Borrower hereunder (full and prompt payment and performance of any of Tenant's covenants and obligations under this Lease, including, but not limited to, the “Loan Obligations”) are specialpayment of Fixed Rent and Additional Charges, limited obligations Landlord may, but shall not be required to, use, apply or retain the whole or any part of the Borrower payable solely from security so deposited and the accounts of interest accrued thereon, if any, to the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, 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 Loan Obligations: (a) all moneys terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the I-25 North Express Lanes Project Account 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 the amount so used, applied or retained (Segment 3but 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 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 Available Toll Revenues on deposit having its principal place of business or its duly licensed branch or agency in the I-25 North Express Lanes Revenue Account 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 (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 (b60) all amounts actually loaned by CDOT days prior to the Borrower pursuant 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 Intraexpiration 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-Agency Agreement for five (45) days prior to the purposes final expiration date of satisfying Tenant's existing Security Letter, and if Tenant fails to furnish such a replacement Security Letter in accordance with the Loan Obligationsforegoing, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein Tenant shall be deemed to require CDOT be in default hereunder and Landlord shall be entitled to allocate funds 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 make 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 payment under Security Letter then being held by Landlord a substitute Security Letter which satisfies all of the Intra-Agency Agreementrequirements 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, 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 Tenant's default in respect of any of the terms, 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 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 C.R.S. § 43-the foregoing, Landlord agrees to promptly return to Tenant any cash amount then being held by Landlord as security hereunder. 36 4.04. In the event of a sale of the Building, Landlord shall have the right to require Tenant to deliver a replacement Security Letter naming the new Landlord as beneficiary and, if Tenant shall fail to timely deliver the 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 4-807(1)(e, 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 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 terms, provisions, covenants and conditions of this 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 be 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 $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 any of foregoing dates by reason of Tenant then being in default under this Lease after the giving 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 applicable reduction), Tenant's right to have 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 amount of the Collateral security deposit reduced 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 4.05 shall be reinstated upon Tenant's cure of the Supplemental Act provides that a public entity, including the Borrower, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notesuch default.

Security. The BorrowerSection 31.1. Upon the execution of this Lease, Tenant shall deposit with Landlord on the signing of this Lease a “clean,” unconditional, irrevocable and transferable direct pay letter of credit (the “Letter of Credit”) in the Security Deposit Amount, in substantially the same form as Exhibit E or otherwise in form and substance satisfactory to Landlord, issued by and drawn on a bank reasonably satisfactory to Landlord and that is a member of the New York Clearing House Association, for the benefit of Landlord, as security for the faithful performance and observance by Tenant of the terms, covenants, conditions and provisions of this Lease that are Tenant’s obligation to pay observe, perform or keep. Notwithstanding the principal foregoing, Landlord hereby approves Silicon Valley Bank as the Letter of and interest on Credit issuer hereunder Section 31.2. The Letter of Credit shall provide, among other things, that it shall be drawable, either in partial draws or in one draw for the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations full amount of the Borrower payable solely from Letter of Credit upon delivery to the accounts issuing bank of a sight draft and the Letter of Credit. If an Event of Default shall occur and be continuing, Landlord shall have the right, at Landlord’s sole election, to draw down upon the Letter of Credit and apply the whole or any part of the Transportation Special Fund established pursuant to Article IV hereof proceeds thereof, as the case may be, (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for a) toward the payment of the Loan Obligations: (a) all moneys any Fixed Rent, Escalation Rent or any other item of Rental as to which Tenant is 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)default, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned toward any sum that Landlord may expend or be required to expend by CDOT reason of Tenant’s default in respect of any of the terms, covenants and conditions of this Lease, including any damage, liability or expense (including reasonable attorneys’ fees and disbursements) incurred or suffered by Landlord, and (c) toward any damage or deficiency incurred or suffered by Landlord 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. If Landlord applies or retains any part of the proceeds of the Letter of Credit, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained (in the form of an additional Letter of Credit or an amendment to the Borrower pursuant then existing Letter of Credit, in either case, in form and substance reasonably satisfactory to Landlord and consistent with this Article 31) so that Landlord shall have the Intra-Agency Agreement full Security Deposit Amount on hand at all times during the Term. If for any reason in connection with the purposes bankruptcy or insolvency of satisfying the Loan ObligationsTenant, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelyLandlord is required to return or repay to Tenant any Rental, then at Landlord’s election, the “Collateral”); provided that nothing herein shall Letter of Credit may be deemed to require CDOT to 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, drawn upon 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 proceeds thereof applied by Landlord 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 an act of issuance to apply offset all or any portion of the provisions of the Supplemental Actamounts so returned or repaid. The Borrower hereby elects to apply If Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this AgreementLease, the Loan Letter of Credit shall be returned to Tenant with reasonable promptness after the Expiration Date and after delivery of possession of the NotePremises to Landlord in accordance with the terms of this Lease. In the event of a sale or leasing of the Real Property or the Building, Landlord shall have the right to transfer the Letter of Credit to the vendee or lessee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit, and Tenant shall cause the Letter of Credit issuer, at no cost to Landlord (and Tenant shall pay to the issuer all related fees charged by the issuer for such transfer), 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. Tenant shall look solely to the new landlord for the return of the Letter of Credit. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit made to a new landlord.

Security. The Borrower’s obligation to pay A) Tenant has deposited with Landlord the principal sum of $4,600.00 ("Security Deposit") as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this lease. It is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this lease, including, but not limited to, the payment of Fixed Rent and additional rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any Fixed Rent and additional rent or any other sum as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this lease, including, but not limited to, any damages or deficiency in the re-letting of the Supplemental ActDemised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. The Borrower hereby elects to apply In the event that Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this Agreementlease, the Loan Security Deposit shall be returned to Tenant after the Termination Date and after delivery of entire possession of the Demised Premises to Landlord. In the event of a sale of the Building and the NoteLand or the leasing of the Building, Landlord shall have the right to transfer the Security Deposit 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 the Security Deposit. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit 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 the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Security. The BorrowerApplicant shall provide to the State as security for the Applicant’s obligation obligations of repayment in respect of the Funding, (i) a first priority lien on all machinery and equipment purchased with the proceeds of the Funding having a value of at least Six Million Five Hundred Thousand Dollars and 00/100 ($6,500,000.00) when purchased by September 30, 2018, (ii) a lien on certain other assets of the Applicant, subject to pay the principal of and prior security interest on the Note and any other amounts payable approved by the Borrower hereunder State, pursuant to a security agreement executed of even date herewith (the “Loan ObligationsSecurity Agreement”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on (iii) a first lien basisposition mortgage on the real estate known as 0 Xxxxx Xxxxxxx Xxxx, for Xxxxxxx, XX pursuant to a mortgage executed of even date herewith (the payment of the 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“Mortgage”), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, hereinafter the “Collateral”); . As the Funding is repaid and/or forgiven as provided herein or if Phase 2 Loan is not taken by Applicant or approved by Bond Commission, provided that nothing herein no default has occurred and is continuing under the terms of this Agreement, parts of the security interests provided to the State with respect to the Funding shall be deemed released such that the total value of security interests held by the State does not exceed one hundred twenty-five percent (125%) of the outstanding amount of Funding due to require CDOT to allocate funds to make be repaid including any payment under Forgiveness Credit (as hereinafter defined) after the Intra-Agency Agreement. In accordance machinery and equipment is purchased with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject proceeds of the Funding and such machinery and equipment delivered to the lien of such pledge without any physical delivery or other actApplicant, which shall be done prior to September 30, 2017, and Applicant shall notify DECD. Upon the lien fulfillment of such pledge shall be valid and binding against all parties having claims of any kind obligations contained herein or 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 an act of issuance to apply all or any of the provisions Project Documents or upon the termination of the Supplemental Act. The Borrower hereby elects time period as required pursuant to apply all section 2.10(G) whichever occurs last, and provided that no default has occurred or is continuing under the terms of the Supplemental Act to this Agreement, any and all security interests provided to the Loan State with respect to the Funding will be released. Upon any release, the Commissioner shall execute any and all documentation reasonably requested by the NoteApplicant to evidence such release.

Security. The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: (a) all moneys Tenant has, simultaneously with the execution hereof, deposited with Landlord the Security for the faithful performance and observance by Tenant of the terms of this Lease. Landlord may retain, use, or apply the whole or part of the Security to the extent required for payment of any: (i) Rent; (ii) loss or damage that Landlord may suffer by reason of an Event of Default by Tenant including, without limitation, any damages incurred by Landlord or deficiency resulting from the re-letting of the Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Landlord; (iii) costs incurred by Landlord in connection with the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in cleaning or repair of the I-25 North Express Lanes Revenue Account (Segment 3); Premises upon expiration or earlier termination of this Lease. Landlord shall not be obligated to apply the Security and the I-25 North Express Lanes Loan Repayment Account (Segment 3)Landlord’s right to bring an action or special proceeding to recover damages or otherwise to obtain possession of the Premises before or after Landlord’s declaration of the termination of this Lease for nonpayment of Rent or for any other reason shall not be affected by reason of the fact that Landlord holds the Security. The Security will not be a limitation on the Landlord’s damages or other rights and remedies available under this Lease, including or at law or equity; nor shall the Loan Repayment Subaccount and Security be a payment of liquidated damages or advance of the Capitalized Interest Account; and Rent or any component thereof. (b) If Landlord uses, applies, or retains all amounts actually loaned by CDOT or any portion of the Security, Tenant will restore the Security to its original amount immediately upon written demand from Landlord. Tenant’s failure to strictly comply with this requirement shall be an Event of Default. (c) Subject to applicable Legal Requirements and requirements of Landlord’s lender(s), Landlord may commingle the Security with its own funds. Landlord shall not be required to keep the Security in an interest bearing account. Upon expiration or earlier termination of the Lease, Landlord will return the Security to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein then current Tenant and Landlord shall be deemed released by Tenant from all liability for the return of the Security. If any part of Landlord’s property of which the Premises forms a part is sold, leased or otherwise legally transferred (including to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(ea mortgagee upon foreclosure of its mortgage), Landlord shall transfer the Collateral shall immediately be subject Security to the lien successor entity, and, upon such transfer, Landlord shall be deemed released by Tenant from all liability for the return of such pledge without any physical delivery the Security; and Tenant shall look solely to the Landlord’s successor for the return of the Security. (d) The Security shall not be mortgaged, assigned, or other actencumbered by Tenant, and the lien of such pledge neither Landlord nor its successors or assigns shall be valid bound by any such mortgage, assignment or encumbrance. (e) If Tenant fully 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply faithfully complies with all of the Supplemental Act to terms, covenants, conditions and provisions of this AgreementLease, Landlord shall, within sixty (60) days after the Loan later of the Expiration Date and the Notedate of surrender of possession of the Premises to Landlord in accordance with this Lease, return to Tenant the Security, or such portion thereof as shall then remain, less an estimated amount due for any unpaid Operating Expense Payment and/or Tax Payment.

Security. The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations To secure all of the Borrower payable solely Lessee’s obligations under this Agreement, including and without derogating from the accounts any of the Transportation Special Fund established pursuant Lessee’s other obligations, timely vacating the Premises, the payment for any damage that is caused to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))Premises, and shall 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 of the 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); Rent and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including payments that are imposed upon the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment Lessee 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan following provisions shall apply: The Lessee hereby delivers to the Lessor upon this Agreement’s execution an unconditional bank guarantee linked to the dollar in an amount equal to six months of Rent, which may be realized at any time and which shall remain in effect for the Noteentire 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 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 Lessee does not fulfill its undertakings under this Agreement, 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 Premises. It is hereby clarified that realizing the said Security or any part thereof by the 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 Lessor’s rights and/or the Lessee’s obligations under this Agreement’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 it shall be entitled to realize upon it even if the Lessee breaches the Agreement with respect to the other Lessors. For the avoidance of doubt, 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 Section 8d above. The Security shall be returned to the Lessee within thirty days after the Premises is vacated at the end of the Lease Period, provided that the Lessee fulfilled all of its obligations under this Agreement.

Security. The Borrower’s obligation A. Upon the execution of this Sublease and receipt of the consent of the Overlandlord to pay this Sublease as provided in Section 32 of this Sublease, Subtenant shall deposit with Sublandlord the principal sum of and interest on the Note and any other amounts payable by the Borrower hereunder $22,222.50 (the “Loan ObligationsSecurity Deposit Amount”), as security for the faithful performance and observance by Subtenant of all of the 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 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 Sublandlord (the “Security”) are special, limited obligations of to the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the 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 reason of Subtenant’s default in respect of any of the Loan Obligationscovenants, agreements, terms, provisions and conditions of this Sublease, 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. Sublandlord shall not be required to so use, apply or retain the whole or any part of the Security so deposited, but if the whole or any part thereof shall be so used, applied or retained, then Subtenant shall immediately deposit with Sublandlord an amount in cash equal to the amount so used, applied or retained, so that Sublandlord shall have the entire Security on hand at all times during the Term. In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants, agreements and conditions of this Sublease, the Security shall be returned to Subtenant within ten (10) days after the Expiration Date and delivery of exclusive possession of the 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 Sublease: (ai) all moneys in Sublandlord shall have the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in right to transfer the I-25 North Express Lanes Revenue Account (Segment 3); and Security to the I-25 North Express Lanes Loan Repayment Account (Segment 3)assignee or lessee or transferee, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (bii) upon acknowledgment by such assignee or lessee or transferee of receipt of the Security, (x) Sublandlord shall thereupon be released by Subtenant from all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement liability for the purposes return of satisfying such Security, and (y) Subtenant agrees to look solely to Sublandlord’s successor for the Loan Obligationsreturn 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. Subtenant further covenants that Subtenant will not assign or encumber or attempt to assign or encumber the monies deposited herein as Security, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided and that nothing herein neither Sublandlord nor Sublandlord’s successors or assigns shall be deemed bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. B. Sublandlord agrees to require CDOT to allocate funds to make any payment under place the IntraSecurity in a separate interest-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 bearing account in tort, contract or otherwise against the Borrower regardless of whether the claiming party has notice of such lien and even though it a bank that is not recorded or filed. The pledge a member 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 New York Clearinghouse Association, and, unless disbursed or applied by Sublandlord as provided in said Article IV. Section 00-00-000 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 Supplemental Act provides that a public entitySecurity, including 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 BorrowerSecurity Deposit Amount as additional security, may elect and shall be held and/or disbursed in an act of issuance to apply all or any of accordance with the provisions of the Supplemental Act. The Borrower hereby elects said Subparagraph 27A, or (ii) be disbursed annually to apply all Subtenant within sixty (60) days following Sublandlord’s receipt of the Supplemental Act a written request therefor from Subtenant, but only if Subtenant shall not be in default with respect to any of Subtenant’s obligations under this Agreement, the Loan and the NoteSublease.

Security. The Borrower’s obligation to pay 33.01. Tenant has deposited with Landlord the principal sum of $756,222.00 as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions, covenants and conditions of this Lease; it is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant 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 retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, 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 Loan Obligations: 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. 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. (a) In lieu of the cash security deposit provided for in Section 33.01 hereof, Tenant may at any time during the term hereof deliver to Landlord and shall thereafter, except as otherwise provided herein, maintain in effect at all moneys times during the term hereof, an irrevocable letter of credit in the I-25 North Express Lanes Project Account (Segment 3) amount of $756,222.00, in form and Available Toll Revenues on deposit substance reasonably satisfactory to Landlord in the I-25 North Express Lanes Revenue Account amount of the security required pursuant to this lease issued by Xxxxxx Bank, provided that such letter of credit can be presented at an office in New York City or another banking corporation satisfactory to Landlord 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 renewable from year to year unless terminated by the issuer thereof by notice to Landlord given not less than forty-five (Segment 345) 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 forty-five (45) 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 this Section 33.01, Landlord may draw down the full amount of the existing Security Letter and retain the same as cash security hereunder. (b) In the event Tenant defaults in respect to any of the terms, provisions, covenants 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 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, 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 manner, for the purpose, and to the extent provided in this Section 33.01, 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. (c) In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease and Landlord utilizes all or any part of the security represented by the Security Letter but does not terminate this Lease, Landlord may, in addition to exercising its rights as provided in Section 33.02(b) 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, 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 required to expend by reason of Tenant's default in respect of any of the terms, 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 not less than the security required by Section 33.02. (d) Provided that (i) Tenant shall not then be either in monetary default or as to non-monetary obligations hereunder, in default beyond any applicable notice and grace periods and (ii) Landlord shall not have applied or utilized any of the security deposited hereunder, the amount of the security held pursuant to this Article 33 shall be reduced as follows: (i) to $693,204 on the first day of the month following the month in which occurs the first (1st) anniversary of the Rent Commencement Date (or on such later date on which all such defaults are cured); (ii) to $630,186 on the first day of the month following the month in which occurs the second (2nd) anniversary of the Rent Commencement Date (or on such later date on which all such defaults are cured); (iii) to $567,168 on the first day of the month following the month in which occurs the third (3rd) anniversary of the Rent Commencement Date (or on such later date on which all such defaults are cured); (iv) to $504,150 on the first day of the month following the month in which occurs the fourth (4th) anniversary of the Rent Commencement Date (or on such later date on which all such defaults are cured); (v) to $441,132 on the first day of the month following the month in which occurs the fifth (5th) anniversary of the Rent Commencement Date (or on such later date on which all such defaults are cured); and (vi) to $378,114 on the I-25 North Express Lanes Loan Repayment Account first day of the month following the month in which occurs the sixth (Segment 36th) anniversary of the Rent Commencement Date (or on such later date on which all such defaults are cured). (e) In the event that Tenant shall fully and faithfully comply with all of the terms, including provisions, covenants and conditions of this Lease, the Loan Repayment Subaccount security shall be returned to Tenant after the date fixed as the end of this Lease and after delivery of entire possession of the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT demised premises to Landlord. In the event of a sale of the Building or leasing of the Building, Landlord shall have the right to transfer any interest it may have in the Security Letter to the Borrower pursuant to the Intra-Agency Agreement vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the purposes return of satisfying the Loan Obligations, including all moneys on deposit such Security Letter and as provided in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein Section 20.01 hereof such new landlord shall be deemed Landlord under this Lease and to have assumed the obligations of Landlord for the return thereof or any unapplied portion thereof as provided herein, and Tenant agrees to look solely to the new landlord for the return of said Security Letter; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the 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 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 of the Building Landlord shall have the right to require CDOT Tenant to allocate funds deliver a replacement Security Letter naming the new landlord as beneficiary and, if Tenant shall fail to make any payment under timely deliver the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)same, to draw down the Collateral shall immediately be subject to existing Security Letter and retain 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 proceeds as security hereunder until a replacement Security Letter 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notedelivered.

Security. The BorrowerSubtenant shall deposit with Sublessor the sum of $18,333.33 upon its execution of this Sublease, as security for the performance by Subtenant of all of the terms, covenants and conditions of this Sublease on Subtenant’s obligation part to pay be performed. Sublessor shall have the principal right, upon notice to Subtenant and the expiration of any applicable notice and/or grace period hereunder or under the terms of the Main Lease, without further notice to Subtenant, and interest on regardless of the Note and exercise of any other amounts payable remedy Sublessor may have by reason of a default, to apply any part of said deposit to cure any default of Subtenant, and, if Sublessor does so, Subtenant shall, upon five (5) days written notice, deposit with Sublessor the Borrower hereunder (amount so applied so that Sublessor shall have the “Loan Obligations”) are special, limited obligations full amount of the Borrower payable solely from security at all times during the accounts term of this Sublease. If Subtenant shall fail to make such deposit, Sublessor shall have the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on same remedies for such failure as Sublessor has for a first lien basis, for default in the payment of Minimum Rent. In the Loan Obligations: event of an assignment or transfer of the leasehold estate under the Sublease or Main Lease, (a) all moneys in Sublessor shall have the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in right to transfer the I-25 North Express Lanes Revenue Account (Segment 3); and security to the I-25 North Express Lanes Loan Repayment Account (Segment 3)assignee, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) Sublessor shall thereupon be automatically released by Subtenant from all amounts actually loaned by CDOT liability for the return of such security, provided that the assignee has assumed the obligations of Sublessor under the Sublease and/or Main Lease, as the case may be, and (c) Subtenant shall look solely to the Borrower pursuant to the Intra-Agency Agreement assignee for the purposes return of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 actsaid security, and the lien foregoing provisions of this sentence shall apply to every transfer made of the security to a new assignee of Sublessor’s interest in the Sublease or Main Lease. The security deposited under this Sublease shall not be assigned or encumbered by Subtenant without the prior consent of Sublessor, and any such pledge assignment or encumbrance shall be valid void. Sublessor and binding against all parties having claims of Subtenant acknowledge and agree that Subtenant hereby waives any kind right, whether statutory or otherwise, to any interest earned on any security deposited by Subtenant hereunder, and Subtenant shall in tort, contract or otherwise against the Borrower regardless of whether the claiming party no event be entitled to interest on said security. Provided Subtenant 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply fully complied with all of the Supplemental Act terms and conditions contained in this Sublease and is not in default thereof, then any unapplied security deposited hereunder shall be returned to this Agreement, Subtenant within thirty (30) days after the Loan and the NoteExpiration Date.

Security. The BorrowerDEPOSIT Lessee has paid to Lessor upon execution of this Lease the sum of $2,900.00 as security for the performance of Lessee’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are specialobligations hereunder, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for including the payment of rentals. In the Loan Obligations: event of a default by Lessee, Lessor at its option may apply such part of the deposit as may be deemed necessary to cure the default, and if Lessor does so, Lessee shall upon demand redeposit with the Lessor an amount equal to that so applied so that Lessor will have the full security deposit or (ahad at all times during the term of this Lease. Upon the termination of this lease (provided Lessee is not in default hereunder) all moneys in Lessor shall refund to Lessee any then remaining balance of the I-25 North Express Lanes Project Account (Segment 3) deposit without interest. In the event of a sale of the land and Available Toll Revenues on building or leasing of the building of which the demised premises are a part, Lessor shall have the right to transfer the deposit in to the I-25 North Express Lanes Revenue Account (Segment 3)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 I-25 North Express Lanes Loan Repayment Account (Segment 3), including new Lessor solely for the Loan Repayment Subaccount and the Capitalized Interest Accountreturn of said deposit; and (b) all amounts actually loaned by CDOT it is agreed that the provision hereof shall apply to every transfer or assignment made of the Borrower pursuant deposit to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein a new Lessor. MORTGAGE PRIORITY The lease shall be deemed to require CDOT to 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 subordinate to the lien of such pledge without any physical delivery mortgage or other actmortgages 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 the lien Lessee shall execute and deliver upon demand, such further instruments of subordination as may reasonably be required to carry out the intent and purpose of this paragraph. Lessee may obtain from every mortgagee of the aforesaid building a written commitment that the Lessee’s possession of such pledge building shall not be valid and binding against all parties having claims of any kind in tort, contract or otherwise against disturbed as long as the Borrower regardless of whether the claiming party has notice of such lien and even though it Lessee 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 an act of issuance to apply all or any of default under the provisions of the Supplemental Act. The Borrower hereby elects this lease if such mortgagees are willing to apply all of the Supplemental Act to this Agreement, the Loan and the Notedo so.

Security. The Borrower’s obligation to pay Tenant, simultaneously herewith, shall deposit with Landlord a letter of credit in the principal amount of $219,484.02 as security for the full and punctual performance by Tenant of all of the terms and conditions of this Lease (such letter of credit and/or any funds drawn by Landlord thereunder, together with any interest earned on any such drawn funds, if any, being herein called the Note and any other amounts payable by “Security Deposit”). In respect thereof, the Borrower following provisions shall apply: (a) If Tenant defaults hereunder (beyond the “Loan Obligations”) are specialexpiration of any applicable grace or cure periods), limited obligations Landlord may use, apply or retain the whole or any part of the Borrower payable solely from Security Deposit to the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (aany Rent or any other sum(s) all moneys as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3default or for any sum(s) 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)which Landlord may expend or may be required to expend by reason of Tenant’s default pursuant hereto, including any damages or deficiency with respect to the Loan Repayment Subaccount reletting of the Premises, whether accruing before or after summary proceedings or other re-entry by Landlord (and if the Capitalized Interest Account; and Security Deposit is a letter of credit, Landlord may draw the full amount thereof, holding the balance, following application or retention as provided above, as Landlord is required to hold a cash Security Deposit under this Section 11.6). In the case of every such use, application or retention, Tenant shall, within ten (10) Business Days after demand, pay to Landlord the sum so used, applied or retained such that the Security Deposit shall be replenished to its former amount. (b) all amounts actually loaned by CDOT The Security Deposit (or portion thereof to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein which Tenant is entitled) shall be deemed returned or paid over to require CDOT to allocate funds to make any payment under Tenant within thirty (30) days after the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject to the lien expiration or termination of such pledge without any physical delivery or other act, this Lease 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 (i) Tenant’s surrender of the Collateral pursuant entire Premises to this Section does not limit the BorrowerLandlord and (ii) Tenant’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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply compliance with all of the Supplemental Act terms, conditions and covenants in the Lease including payment of all Fixed Rent and Additional Charges, and accrued but unpaid late charges. (c) In the event of a sale or lease of the Building (or the portion thereof containing the Premises), Landlord shall have the right to transfer the security to the vendee or lessee, and if so transferred, 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 thereof upon notice to Tenant of such transfer. Except in connection with a permitted assignment of this AgreementLease, Tenant shall not assign or encumber or attempt to assign or encumber the Loan monies deposited as security and Landlord shall not be bound by any such assignment, encumbrance or attempted assignment or encumbrance. (d) Any letter of credit furnished by Tenant under this Section 11.6 shall be issued by a reputable banking institution having an office in New Jersey, and shall be presentable for payment at an office of such institution located in New Jersey. Tenant shall deliver to Landlord at least sixty (60) days prior to the Noteexpiration of the letter of credit a replacement letter of credit issued by the same financial institution as issued the expiring letter of credit (or such other reputable banking institution as is acceptable to Landlord), in the same form as the expiring letter of credit (or in such other form as is acceptable to Landlord). If Tenant fails to timely deliver any such replacement letter of credit, such failure shall, without the need for any additional notice from Landlord, constitute an Event of Default under this Lease, and Landlord shall be entitled to draw the full amount of such letter of credit and to hold and/or use such drawn funds as a cash Security Deposit hereunder. The letter of credit shall be irrevocable, shall name Landlord and any successor-in-interest of Landlord as beneficiary, shall be unconditional except as to require a sight draft drawn on the issuing bank to be tendered by the beneficiary, and shall otherwise be in such form as may be required by Landlord. The term “letter of credit” shall mean the original letter of credit delivered to Landlord and each replacement thereof delivered to Landlord during the Term of this Lease.

Security. The BorrowerSection 41.01. Tenant shall deposit with Landlord, upon the execution by Tenant of this Lease, the sum of One Hundred Eighty Three Thousand One Hundred Seventy Eight and 98/100 ($183,178.98) Dollars representing security (referred to as “Security”) for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease on Tenant’s obligation part to pay be observed and performed. In the principal event of and interest any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on the Note and part of Tenant to be observed or performed including, but not limited to, any default in the payment when due of any monthly installment of the Base Rent or of any additional rent, Landlord may use or apply all or any part of the Security for the payment to Landlord for Tenant’s account of any sum or sums due under this Lease, without thereby waiving any other amounts payable rights or remedies of Landlord with respect to such default. Section 41.02. in lieu of taking a cash security deposit with Landlord in the amount set forth in Section 41.01, Landlord shall have the right, in its sole discretion, to require Tenant to deposit with Landlord a clean, irrevocable and unconditional letter of credit (“Letter of Credit”) in the same amount having a term of not less than one (1) year (and automatically renewable for further one year periods) with a final expiration date not less than six (6) months after the Expiration Date issued by and presentable for immediate payment at a New York City Clearinghouse member bank in Manhattan waiving any three day or other prior notices provision with respect to honoring any drafts presented in connection therewith, transferable by Landlord without cost, and otherwise in form and content acceptable to Landlord and its counsel in their sole discretion, substantially in the form of the Letter of Credit annexed hereto as Exhibit B to be held by Landlord in accordance with this Article 41. Upon any default by Tenant under the Lease, Landlord shall have the right, without notice, to immediately convert the Letter of Credit to cash Security and draw upon the entire proceeds of the Letter of Credit and hold, use and apply the proceeds thereof in the manner provided herein as if the Letter of Credit was initially a cash Security. It is expressly understood and agreed that it shall constitute a default by Tenant hereunder (entitling Landlord to draw upon the Letter of Credit) if Landlord receives notice that the date of expiry of the Letter of Credit will not be extended by the Borrower hereunder (issuing bank. In the “Loan Obligations”) are specialevent a Letter of Credit is drawn upon by Landlord, limited obligations Landlord may use or apply all or any part of the Borrower payable solely from proceeds for the accounts payment to Landlord for Tenant’s account of any sum or sums due under this Lease, without thereby waiving any other rights or remedies of Landlord with respect to such default. Section 41.03. Tenant agrees to replenish all or any part of the Transportation Special Fund established pursuant Security so used or applied during the Demised Term within ten (10) days after demand by Landlord. Tenant agrees that the Security shall, at all times after the execution date hereof, equal an amount not less than six (6) months Base Rent at the then existing rental rate under the Lease except that if Tenant is not then in default under this Lease, the Security (or, if applicable, the Letter of Credit) may be reduced by the equivalent of one (1) month’s Base Rent on each of the first, second and third anniversary of the Rent Commencement Date, provided however, in no event whatsoever shall the Security (or, if applicable, the Letter of Credit) be reduced to Article IV hereof an amount less than three (3) months Base Rent at the then existing rental rate under the Lease. Accordingly, to comply with this requirement, on each and every date that the Base Rent is increased, Tenant shall deposit with Landlord the required increased amount in the Security, or, if applicable, a Letter of Credit in the increased amount. After (i) the Expiration Date or any other than date upon which the I-25 North Express Lanes Rebate Account (Segment 3))Demised Term shall expire and come to an end, and (ii) the full observance and performance by Tenant of all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed, including, but not limited to, the provisions of Article 21, Landlord shall constitute “bond obligations” return to Tenant the balance of the cash security then held or retained by Landlord (or, if applicable, the Letter of Credit, if not drawn upon) within thirty (30) days thereafter. Tenant agrees that Tenant shall not assign or encumber any part of the cash security or the Letter of Credit, and no assignment or encumbrance by Tenant of all or any part of the cash security or the Letter of Credit shall be binding upon Landlord, whether made prior to, during, or after the Demised Term. Landlord shall not be required to exhaust its remedies against Tenant or against the cash security or Letter of Credit before having recourse to any other form of security held by Landlord and recourse by Landlord to any form of security shall not affect any remedies of Landlord which are provided in this Lease or which are available to Landlord in law or equity. In the event of any sale, assignment or transfer by Landlord named herein (or by any subsequent Landlord) of its interest in the Building as owner or lessee, Landlord (or by any subsequent Landlord) shall have the right to assign or transfer the cash security or the Letter of Credit to its grantee, assignee or transferee and, in the event of such assignment or transfer, Landlord named herein, (or such subsequent Landlord) shall have no liability to Tenant for the return of the cash security or the Letter of Credit and Tenant shall look solely to the grantee, assignee or transferee for such return. A lease of the entire Building shall be deemed a transfer within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for the payment of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteforegoing sentence.

Security. The Borrower’s obligation to pay (a) Subtenant shall deposit with Sublandlord the principal sum of and interest on the Note and any other amounts payable by the Borrower hereunder Nineteen Thousand Two Hundred Forty-Nine Dollars ($19,249.08) (the “Loan ObligationsSecurity Deposit”) are special, limited obligations as security for the performance by Subtenant of all of the Borrower payable solely from terms, covenants and conditions of this Sublease on Subtenant’s part to be performed. The Security Deposit shall be paid by Subtenant upon execution of this Sublease and held by Sublandlord in a non interest bearing account. Sublandlord shall have the accounts right, with notice to Subtenant, and regardless of the Transportation Special Fund established pursuant exercise of any other remedy Sublandlord may have by reason of a default, to Article IV hereof apply any part of said deposit to cure any default of Subtenant, and, if Sublandlord does so, Subtenant shall upon demand deposit with Sublandlord the amount so applied so that Sublandlord shall have the full amount of the security at all times during the term of this Sublease. If Subtenant shall fail to make such deposit, Sublandlord shall have the same remedies for such failure as Sublandlord has for a default in the payment of Rent. If Subtenant performs all of its obligations hereunder, said Security Deposit, or as much has not been validly applied by Sublandlord, will be returned/applied without interest within thirty (other than 30) days after the I-25 North Express Lanes Rebate Account expiration of the Term, including any renewals thereof. (Segment 3))b) In the event of an assignment or transfer of the leasehold estate under the Main Lease, Sublandlord shall have the right to transfer the security to the assignee. The security deposited under this Sublease shall not be assigned or encumbered by Subtenant without the prior consent of Sublandlord, and any such assignment or encumbrance shall constitute “bond obligations” within be void. (c) Subtenant covenants that it will not assign or encumber, or attempt to assign or encumber, the meaning cash Security Deposit deposited hereunder, and that neither Sublandlord nor its successors or assigns shall be bound by any such encumbrance. In the event that any bankruptcy, insolvency, reorganization or other debtor-creditor proceedings shall be instituted by or against Subtenant, its successors or assigns, or any guarantor of C.R.S. § 43Sub-4-803(3). The Borrower hereby pledgesTenant hereunder, on a first lien basis, for the security shall be deemed to be applied to the payment of the Loan Obligations: (a) all moneys in Base Rent due Sublandlord for periods prior to 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); institution of such proceedings and the I-25 North Express Lanes Loan Repayment Account (Segment 3)balance, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 Borrowerif any, may elect be retained by Sublandlord in an act partial satisfaction of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteSublandlord’s damages.

Security. The Borrower’s obligation to pay Tenant has deposited with Owner the principal sum of $83,300.00 as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this lease; it is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any rent and additional rent or any other sum as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for any sum which Owner may expend or may be required to expend by reason of Tenant's default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Supplemental Actpremises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. The Borrower hereby elects to apply In the event that Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants, and conditions of this Agreementlease, the Loan security shall be returned promptly to Tenant after the date fixed at the end of the Lease and after delivery of entire possession of the Notedemised premises to Owner. 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 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 security and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. On or after the date five years after the Commencement Date, provided that Tenant is not then in default or if tenant is in default provided hat Tenant shall have cured such default, owner shall return to tenant $41,650 of the security then held Owner provided that Owner shall continue to hold at least $41,650 of security.

Security. The Borrower’s obligation This Note is the promissory note referred to pay in the principal Deed of Trust and interest on the Note and any other amounts payable is secured by the Borrower hereunder (Deed of Trust. Reference is made to the “Loan Obligations”) are special, limited obligations Deed of Trust for a description of the Borrower payable solely from the accounts nature and extent of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelysecurity afforded thereby, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 rights of Lender in respect of such pledge without any physical delivery or other actsecurity, and the lien terms and conditions upon which this Note is secured. Xxxxxx is entitled to the benefits of such pledge shall be valid the Deed of Trust and binding against all parties having claims Lender may enforce the agreements of any kind in tort, contract Borrower contained therein and exercise the remedies provided therein or otherwise against in respect thereof, all in accordance with the Deed of Trust. In the event that the Property or any part thereof or any interest therein is sold, agreed to be sold, conveyed, encumbered, alienated or otherwise transferred by Borrower regardless (except for the Permitted Liens, as defined in the Deed of Trust), whether the claiming party has notice by operation of such lien and even though it is not recorded law or filed. The pledge otherwise, this Note, irrespective of the Collateral pursuant due date expressed herein, at the option of Lender and without demand or notice, shall immediately become due and payable. This provision shall apply to this Section does each and every sale, transfer, encumbrance or conveyance, regardless whether or not limit Lender has consented to, or waived, Xxxxxx's rights hereunder, whether by action or non-action in connection with any previous sale, transfer or conveyance. Notwithstanding the Borrower’s rights to withdraw money from the accounts established pursuant to Article IV hereof foregoing, as provided in said Article IV. Section 00section 9 hereof, if Borrower purchases a New Property (as defined in section 9) within the time period specified in section 9, then Lender may re-00-000 of the Supplemental Act provides that a public entity, including the loan certain amounts to Borrower, which amounts shall be evidenced by a new promissory note executed by Xxxxxxxx. Payment of this Note shall be secured by the Deed of Trust. Borrower, however, shall remain personally liable for payment of this Note, and assets of Xxxxxxxx, in addition to the collateral under the Deed of Trust, may elect be applied to the satisfaction of Xxxxxxxx's obligations hereunder. Nothing contained in an act this Note shall limit the rights of issuance Lender to apply all proceed against Borrower for any losses, claims, suits, judgments, liabilities, penalties, damages, costs or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreementexpenses (including, without limitation, the Loan reasonable fees and disbursements of Xxxxxx's legal counsel) due to the fraud, intentional misrepresentation or intentional waste committed by Borrower under this Note, the Deed of Trust or the transactions contemplated hereby or thereby.

Security. The Borrower(a) In the event Tenant deposits with Landlord any Security Deposit, the same shall be held as security for the full and faithful payment and performance by Tenant of Tenant’s obligation to pay obligations under this Lease. If Tenant defaults in the principal full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the payment of Rent, in each case after notice and interest on the Note and expiration of applicable grace periods, Landlord may use, apply or retain the whole or any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations part of the Borrower payable solely from security so deposited to the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys 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 I-25 North Express Lanes Project Account (Segment 3) 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 the amount so used, applied and Available Toll Revenues retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant’s obligations under this Lease, the security or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on deposit in which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the I-25 North Express Lanes Revenue Account (Segment 3)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 I-25 North Express Lanes Loan Repayment Account (Segment 3)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, including the Loan Repayment Subaccount and the Capitalized Interest Account; and 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 required by this Lease, Tenant shall provide to Landlord an irrevocable transferable Letter of Credit in the amount of the Security Deposit in form annexed hereto as Exhibit E and issued by a financial institution approved by Landlord. Landlord shall have the right, regardless of the exercise of any other remedy the Landlord may have by reason of a default, to draw upon said Letter of Credit 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 amounts actually loaned by CDOT times during the 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, Landlord shall have the right to transfer the security to the Borrower pursuant vendee or lessee. 8.02. The Letter of Credit shall expire not earlier than thirty (30) days after the Expiration Date of this Lease. The Letter of Credit shall be of the type which is automatically renewed on an annual basis (Annual Renewal Date), provided however, in such event Tenant shall maintain the Letter of Credit and its renewals in full force and effect during the entire Term of this Lease (including any renewals 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) sixty (60) 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 a substitute irrevocable Letter of Credit, in the amount stated above, on or before thirty (30) days prior to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligationsnext Annual Renewal Date, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein said failure shall be deemed a default under this Lease. Landlord may, in its discretion treat the same as a default in the payment of Rent or any other default and pursue the appropriate remedy. In addition, and not in limitation, Landlord shall be permitted to require CDOT to allocate funds to make draw upon the Letter of Credit as in the case of any payment other default by Tenant 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteLease.

Security. The Borrower’s obligation to pay Tenant has deposited the principal of Security with Landlord as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this Lease. It is agreed that in the accounts event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this Lease, including, but not limited to, the payment of rent, Landlord may use, apply or retain the whole or any part of the Security to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of any rents 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 Loan Obligations: (a) all moneys terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the I-25 North Express Lanes Project Account re-letting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To the extent that Landlord, during the term hereof, so uses, applies or retains all or any part of the Security, Tenant shall, on demand, promptly restore the Security to its original amount. The Security (Segment 3less any portions thereof used, applied as retained by Landlord in accordance with the provisions of this Article 5) and Available Toll Revenues on deposit in shall be returned to Tenant after the I-25 North Express Lanes Revenue Account termination date (Segment 3); and or after such other date when the I-25 North Express Lanes Loan Repayment Account (Segment 3)term may expire or be terminated, including without the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower fault of Tenant, pursuant to the Intra-Agency Agreement for provisions of this Lease or pursuant to law) and after delivery of entire possession of the purposes of satisfying the Loan Obligations, including all moneys on deposit premises to Landlord in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of this Lease. In the Supplemental Act. The Borrower hereby elects to apply all event of a sale or leasing of the Supplemental Act Land and Building, Landlord shall have the right to this Agreementtransfer 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 Loan new Landlord solely for the return of said Security. It is agreed that the provisions hereof shall apply to every such transfer or assignment made of the Security. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security and the Notethat neither Landlord nor its successors and assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Security. The (a) As security for the prompt payment and performance of all Secured Obligations of Borrower’s obligation , Borrower has heretofore granted and assigned or shall grant and assign, in accordance with the provisions of the Collateral Documents applicable to pay Borrower, to the principal Collateral Agent for the benefit of the Secured Creditors with respect to all of Borrower's Secured Obligations, all of its right, title and interest on in and to all of the Note Collateral. Additionally, all Secured Obligations shall be guaranteed by each Guarantor under the Guarantee and Collateral Agreement and the Operating Bank Guaranty, to the extent provided therein, and the obligations of the Guarantors under the Guarantee and Collateral Agreement shall be secured pursuant to the terms of the Collateral Documents required to be executed and delivered by them hereunder. Upon the sale of all of the stock owned by Borrower or any other amounts payable Subsidiary of, or the sale of all of the assets of, any Guarantor permitted hereunder and upon Agent's receipt of the Net Cash Proceeds of Sale thereof to the extent required under Section 2.08(a), such Guarantor shall be released from all obligations under the Guarantee and Collateral Agreement. (b) Upon the application by the Borrower hereunder or any Subsidiary of any Reinvestment Proceeds to the acquisition of any new property or assets, the Borrower or such Subsidiary at its expense shall immediately cause such acquired property or assets to become subject to Liens and security interests in favor of the Collateral Agent to secure the Secured Obligations to the same extent, and with the same priority, as the Liens and security interests to which were subject the property or assets the disposition of which gave rise to such Reinvestment Proceeds, PROVIDED, however, that if any portion of the gross proceeds realized upon the disposition of such asset were applied to discharge any Debt or other obligations secured by a Lien on such assets which was prior to the Liens granted under the Collateral Documents, then there shall not be permitted to be any Lien on the replacement property, other than Liens under the Collateral Documents, except for Liens permitted pursuant to clause (iv) of the “Loan Obligations”) are specialdefinition of "Permitted Liens" in connection with the acquisition of such replacement assets, limited PROVIDED that such Liens do not secure Debt or other obligations in an amount in excess of the Debt or other obligations discharged with respect to the asset disposed of (except for acquisitions of individual items of replacement exercise equipment which may be subject to purchase money financing on customary terms in accordance with the practices of the Borrower payable solely from and its Subsidiaries, and except that, with respect to dispositions of not more than two health clubs during the accounts term of this Agreement on which the Collateral Agent held Liens of second priority, the Debt and other obligations secured by Liens on the replacement property having priority over the Liens under the Collateral Documents may exceed the amount of the Transportation Special Fund established pursuant Debt or other obligations with respect to Article IV hereof the assets disposed of by not more than (other than the I-25 North Express Lanes Rebate Account i) $3,000,000 with respect to either such replacement property or (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3ii) $5,000,000 for both such replacement properties). The Borrower hereby pledgesUpon any such acquisition, on a first lien basis, for the payment of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein such acquired property or assets shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), constitute Collateral for all purposes of this Agreement and the Collateral shall immediately be subject to the lien of such pledge without Documents, any physical delivery or other act, collateral documents executed 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 delivered by 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 an act of issuance to apply all or any of its Subsidiaries to grant the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.liens and

Security. The Borrower’s obligation to pay DEPOSIT Tenant has deposited with Landlord the principal sum of Five Thousand Six Hundred Forty-four and interest on the Note and any other amounts payable by the Borrower hereunder 80/100 Dollars (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3$5,644.80). The Borrower hereby pledgesSaid sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, on a first lien basiscovenants and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease including, but not limited to, the provisions relating to the payment of rent, Landlord may (but shall not be required to use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the Loan Obligations: payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within thirty (a30) all moneys days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the I-25 North Express Lanes Project Account security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant 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 (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)or, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT at Landlord's option, to the Borrower pursuant to last assignee of Tenant's interest hereunder) at the Intra-Agency Agreement for expiration of the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency AgreementLease term. In accordance with C.R.S. § 43-4-807(1)(e)the event of termination of Landlord's interest in this Lease, the Collateral Landlord shall immediately be subject transfer said deposit 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 Landlord's successor 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteinterest.

Security. The Borrower’s obligation (a) Cause each Domestic Subsidiary which is a Significant Subsidiary to pay execute a Subsidiary Guarantee Agreement, Indemnity Subrogation and Contribution Agreement and each applicable Security Document in favor of the principal Collateral Agent. (i) Comply and cause each Domestic Subsidiary which is a Significant Subsidiary party to the Pledge Agreement to comply with all of its obligations under the Pledge Agreement; and interest on (ii) from time to time, take such additional action as the Note Administrative Agent at the direction of the Required Lenders shall reasonably specify so that the Obligations shall be secured by first perfected security interests with respect to all of the shares of stock of each Significant Subsidiary and the Indebtedness of each Significant Subsidiary to the Company or any other amounts payable Subsidiary; provided, however, that (A) to the extent to do so would cause adverse tax consequences to the Company, neither the Company nor any Domestic Subsidiary of the Company shall be required to pledge more than 65% of the capital stock of any Foreign Subsidiary and no Foreign Subsidiary shall be required to pledge the capital stock or Indebtedness of any of its Foreign Subsidiaries; and (B) neither the Company nor any Domestic Subsidiary shall be required to pledge any such Indebtedness unless such Indebtedness is a single Permanent Capital Loan in excess of $10,000,000 owed by any Significant Subsidiary that is either a Domestic Subsidiary or a first tier Foreign Subsidiary. (c) Following any ratings downgrade which results in an S&P Rating of B or less (and a Moodx'x Xxxing of B2 or less in the Borrower hereunder event of a Moodx'x Xxxing), within 45 days after notice thereof to the Company from the Administrative Agent or any Lender, furnish and cause each of its Domestic Subsidiaries to furnish to the Collateral Agent, as security for the Obligations (but subject to the “Loan Obligations”proviso in Section 5.10(b)(ii)(A)), a perfected Lien (free of all other Liens other than Liens permitted hereunder) are specialon substantially all of the assets of the Company and its Domestic Subsidiaries, limited all pursuant to such documentation as shall be in form and substance reasonably satisfactory to the Required Lenders. The obligations of the Borrower payable solely from Company under this Section 5.10(c) are in addition to its obligations under Section 5.10(b). (d) Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, and pledge agreements) that may be required under applicable law, or that the accounts Required Lenders or the Collateral Agent may reasonably request, as necessary to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Transportation Special Fund established pursuant security interests created or intended to Article IV hereof (other than be created by the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteSecurity Documents.

Security. The Borrower’s obligation Landlord acknowledges receipt of $2,700.00, that Landlord is to pay retain as security for the principal faithful performance of all the terms and interest conditions of this Lease. Landlord shall not be obligated to apply the security deposit on rents or other charges in arrears, or in damages for failure to perform the Note terms and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations conditions of this Lease. Application of the Borrower payable solely from security deposit to the accounts arrears of rental payments or damages shall be at the sole option of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 actLandlord, and the lien right to possession of such pledge the Premises by the Landlord for non-payment of rent for any other reason shall not in any event be valid and binding against all parties having claims affected by the security deposit. The security deposit is to be returned to Tenant when this Lease is terminated, according t the terms of this Lease, If not otherwise applied by reason 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 breach of the Collateral pursuant terms and conditions of this Lease by Tenant. Tenant expressly acknowledges that Tenant shall not have the right to this Section does not limit apply the Borrower’s rights security deposit to withdraw money from rent. In no event is the accounts established pursuant security deposit to Article IV hereof as provided in said Article IVbe returned until Tenant has vacated the Premises and delivered possession to the Landlord. Section 00-00-000 In the event the Landlord repossesses the Premises because of the Supplemental Act provides that a public entitydefault of the Tenant or because of the failure by the Tenant to carry out the terms and conditions of this Lease, including Landlord may apply the Borrower, security deposit on all damages suffered to the day of repossession and may elect in an act retain the balance of issuance the security deposit to apply on damages that may accrue or be suffered thereafter by reason of a default or breach of the Tenant. Landlord shall not be obligated to hold the security deposit in a separate fund, but may mix the security deposit wit other funds of the Landlord, and Landlord shall not be obligated to pay interest to Tenant on the security deposit. As security for the faithful performance of the terms and conditions of this Lease, Tenant hereby pledges and assigns to Landlord all of the furniture, fixtures, goods and chattels of Tenant, which shall or may be brought or put on said Premises, and the Tenant agrees that said lien may be enforced by distress, foreclosure or other process of law at the election of Landlord, and Tenant agrees to pay reasonable attorney' fees, together with all costs and charges incurred or paid by the Landlord by reason of Tenant's failure to perform any of the provisions terms and conditions of this Lease, which sums shall bear interest at the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Notehighest rate permitted by law.

Security. The Borrower’s obligation to pay Tenant has deposited with Owner the principal sum of nineteen thousand ($19,000) dollars as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant of the Borrower payable solely from terms, provisions and conditions of this lease; said security shall be held in an interest bearing account (passbook savings rate) and the accounts interest shall be paid to Tenant annually, less the 1% administrative fee permitted to be retained by Landlord. It is agreed that in the event Tenant defaults in respect of any of the Transportation Special Fund established pursuant terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any rent and additional rent or any other sum as to which Tenant is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for any sum which Owner may expend or may be required to expend by reason of Tenant's default 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes respect of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, 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 Owner. In the Supplemental Act. The Borrower hereby elects to apply event that Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this Agreementlease, the Loan security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the Notedemised premises to Owner. 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 that 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 security and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Security. The Borrower’s obligation Landlord acknowledges receipt of Five Thousand Three Hundred -------- ($5,300.00) Dollars that Landlord is to pay retain as security for the principal faithful performance of all the terms and interest conditions of this Lease. Landlord shall not be obligated to apply the security depose on rents or other charges in arrears, or in damages for failure to perform the Note terms and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations conditions of this Lease. Application of the Borrower payable solely from security deposit to the accounts arrears of rental payments or damages shall be at the sole option of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 actLandlord, 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 right to possession of the Collateral pursuant premises by the Landlord for nonpayment of rent for any other reason shall not in any event be affected by the security deposit. Tenant expressly acknowledges that Tenant shall not have the right to this Section does not limit apply the Borrower’s rights security deposit to withdraw money from rent. In no event is the accounts established pursuant security deposit to Article IV hereof as provided in said Article IVbe returned until Tenant has vacated the Premises end delivered possession to the Landlord. Section 00-00-000 In the event the Landlord repossesses the Premises because of the Supplemental Act provides that a public entitydefault of the Tenant or because of the failure by the Tenant to carry out the terms and conditions of this Lease, including Landlord may apply the Borrower, security deposit on ail damages suffered to the day or repossession and may elect in an act retain the balance of issuance the security deposit to apply all on damages that may accrue or any be suffered thereafter by reasons of a default or breach of the provisions Tenant. Landlord shall not be obligated to hold the security deposit in a separate fund, but may mix the security deposit with other funds of the Supplemental ActLandlord, and Landlord shall not be obligated to pay interest to Tenant on the security deposit. The Borrower As further security for the faithful performance of the terms and conditions of this Lease, Tenant hereby elects pledges and assigns to apply Landlord all of the Supplemental Act to this Agreementfurniture, the Loan fixtures, goods and chattels of Tenant, which shall or may be brought or put on said Premises, and the NoteTenant agrees that said lien may be enforced by distress, foreclosure or without press of law at the election of Landlord.

Security. 35.01. Tenant shall deposit with Landlord the sum of $462,500.00 upon the execution of this Lease. Said deposit (sometimes referred to as the "Security Deposit") shall be held by Landlord as security for the faithful performance by Tenant of all the terms of the Lease by said Tenant to be observed and performed. The Borrower’s obligation to pay Security Deposit shall not and may not be mortgaged, assigned, transferred, or encumbered by Tenant, without the principal written consent of Landlord, and interest any such act on the Note part of Tenant shall be without force and any 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 amounts sums payable by Tenant to Landlord as they fall due, the Borrower hereunder (Security Deposit shall be promptly returned in full to Tenant after the “Loan Obligations”) are special, limited obligations expiration of the Borrower payable solely from the accounts term of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), Lease and shall constitute “bond obligations” within the meaning Tenant's satisfaction of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for the payment of the 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 amounts actually loaned by CDOT its obligations accruing prior to the Borrower pursuant to Lease expiration date. In the Intraevent of bankruptcy or other creditor-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelydebtor proceedings against Tenant, the “Collateral”); provided that nothing herein Security Deposit and all other securities shall be deemed to require CDOT be applied first to allocate funds the payment of fixed and additional rent and other charges due Landlord for all periods prior to make any payment under the Intra-Agency Agreementfiling of such proceedings. In accordance with C.R.S. § 43-4-807(1)(e)the event of sale by Landlord of the Building, Landlord may deliver the Collateral shall immediately be subject then balance of the Security Deposit to the lien transferee of such pledge without Landlord's interest in the Demised Premises and Landlord shall thereupon be discharged from any physical delivery or other act, further liability with respect to the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage to which the lien of such pledge Lease is subordinate shall be valid and binding against all parties having claims responsible in connection with the Security Deposit, by way of credit or payment of any kind in tortfixed or additional rent, contract or otherwise against otherwise, unless such mortgagee actually shall have received 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteentire Security Deposit.

Security. The Borrower’s obligation to pay TENANT has deposited with LANDLORD the principal sum of EIGHT THOUSAND EIGHT HUNDRED EIGHTY FOUR AND 88/100 ($8,884.88) DOLLARS, as security for the faithful performance and interest on the Note and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations TENANT of the Borrower payable solely from terms, provisions and conditions of this Lease; it is agreed that, in the accounts event TENANT defaults in respect to any of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))terms, provisions, and shall constitute “bond obligations” within conditions of this Lease, including, but not limited to the meaning payment of C.R.S. § 43-4-803(3). The Borrower hereby pledgesrent and additional rent, on a first lien basisLANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of the Loan Obligations: (a) all moneys any rent and additional rent or any other sum as to which TENANT is in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit default or for amy xxx which LANDLORD may expend or may be required to expend by reason of TENANT'S default 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 amounts actually loaned by CDOT respect to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions terms, covenants and conditions of this Lease, including, but not limited to any damages or deficiency in the re-letting of the Supplemental Actpremises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. The Borrower hereby elects to apply In the event that TENANT shall fully and faithfully comply with all of the Supplemental Act terms, provisions, covenants and conditions of this Lease the security shall be returned to this AgreementTENANT after the date fixed as the end of the Lease and after delivery of entire possession of the premises to LANDLORD. In the event of a sale of the land and Building, of which the Loan premises form a part, LANDLORD shall have the right to transfer the security to the vendee, 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. 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 the monies deposited herein as security and that neither LANDLORD nor its assigns shall be bound by any such assignment or encumbrance. LANDLORD shall not be required to keep the security in a segregated account and the Notesecurity may be commingled with other funds of LANDLORD, and in no event shall TENANT be entitled to any interest on the security.

Security. The Borrower’s obligation to pay As security for the principal full and timely payment and performance of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan all Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3))SEI shall, and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledgescause all other Loan Parties to, on a first lien basisor before the Closing Date, do or cause to be done all things necessary in the opinion of the Administrative Agent and the Collateral Agent, and their counsel, to grant to the Collateral Agent or the Administrative Agent, as applicable, for the payment benefit of the Loan Obligations: Collateral Agent, the Administrative Agent and the Lenders a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer other than Permitted Liens. Without limiting the foregoing, and to the extent not previously delivered under the Existing Agreement and its associated loan documents, SEI and each Subsidiary having rights in any Subsidiary Securities shall on the Closing Date deliver to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent, (aA) a Pledge Agreement which shall pledge to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders (i) 65% of the Voting Securities of each Direct Foreign Subsidiary (or if SEI and its Subsidiaries shall own less than 65%, then all moneys of the Voting Securities owned by them) and 100% of the other Subsidiary Securities of such Direct Foreign Subsidiary, and (ii) except with respect to those Subsidiaries set forth in Schedule 3A.01, all of the Subsidiary Securities of all Domestic Subsidiaries and all Excluded Subsidiaries, (B) if such Subsidiary Securities are in the I-25 North Express Lanes Project Account form of certificated securities, such certificated securities (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 amounts actually loaned by CDOT corrected certificates with respect to the Borrower any certificated securities delivered pursuant to the Intra-Agency Existing Agreement for and its associated loan documents that require updating to accurately reflect the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(eappropriate information), together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and the Collateral shall immediately be subject Subsidiary has not elected to have such interests treated as securities under Article 8 of the lien Uniform Commercial Code, a control agreement (containing the provisions described in Section 6.19(d)) from the Registrar of such pledge without any physical delivery or other act, Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the lien of such pledge shall be valid and binding against all parties having claims of any kind Lien 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 favor of the Collateral pursuant Agent on such Subsidiary Securities, each in form and substance acceptable to the Collateral Agent, and shall take such further action and deliver or cause to be delivered such further documents as required by the Security Instruments or otherwise as the Collateral Agent may request to effect the transactions contemplated by this Section does not limit Article IIIA. SEI shall pledge, and shall cause each applicable Subsidiary to pledge, to the Borrower’s rights to withdraw money from Collateral Agent for the accounts established pursuant to Article IV hereof as provided in said Article IV. Section 00-00-000 benefit of the Supplemental Act provides that a public entity, including the Borrower, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this AgreementCollateral Agent, the Loan Administrative Agent and the Note.the

Security. The Borrower’s obligation Tenant has deposited with Kindred a cash sum equal to pay one monthly installment of Fixed Rent hereunder, as security for (i) the principal faithful performance and observance by Tenant of the terms, provisions and interest on conditions of this Lease and (ii) the Note faithful performance and any other amounts payable observance by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations applicable tenants and subtenants of the Borrower payable solely from the accounts terms, provisions and conditions of each of the Transportation Special Fund established pursuant Combined Leases (each of the Combined Leases shall be referred to Article IV hereof (other than in the I-25 North Express Lanes Rebate Account (Segment 3))singular, and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3as a "Combined Lease"). The Borrower hereby pledgesIt is agreed that in the event Tenant or the applicable tenant or subtenant defaults in respect of any of the terms, on provisions and conditions of this Lease or any of the Combined Leases, including, but not limited to, the payment of Rent, Kindred or Lessor or the applicable landlord or sublandlord under a first lien basisCombined Lease may, after notice to Tenant and the expiration of any applicable grace period provided for in this Lease or the applicable Combined Lease, as applicable with respect to such default, 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 any other sum as to which Tenant or the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment tenant or subtenant under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), applicable Combined Lease is in default or for any sum which Lessor or the Collateral shall immediately relevant landlord or sublandlord may expend or may be subject required to expend by reason of Tenant's or 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 applicable tenant's default in respect 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 terms, covenants and conditions of 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 an act of issuance to apply all Lease or any of the provisions Combined Leases, including but not limited to, any damages or deficiency in the reletting of the Supplemental ActLeased Property or the facility under the applicable Combined Lease, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Lessor or the landlord or sublandlord under the applicable Combined Lease. The Borrower hereby elects to apply In any such event, Tenant shall promptly on demand deposit with Lessor so much of the security as shall have been so expended so that Lessor shall at all times have the full security deposit required hereunder. In the event that Tenant shall fully and faithfully comply with all of the Supplemental Act to terms, provisions, covenants and conditions of this AgreementLease, the Loan security (less any portion thereof which Lessor is entitled to retain) shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of possession of the NoteLeased Property to Lessor in accordance with the provisions of Section 40.3. Lessor shall hold such security and shall not be required to account to Tenant with respect to such security and shall not be required to pay any interest thereon. Lessor shall have the right to commingle such security with any other funds.

Security. The Borrower’s obligation to pay Section 20.1 Tenant has deposited with Landlord the principal sum of and interest on the Note and any other amounts payable by the Borrower hereunder $45,000.00 (the “Loan Obligations”"Security Amount") are special, limited obligations as security for the faithful performance and observance by Tenant of the Borrower payable solely from terms, provisions and conditions of this lease (such amount, together with any interest theretofore earned thereon, if any, being herein called the accounts "Security Deposit"). If Tenant defaults hereunder, Landlord may use, apply or retain the whole or any part of the Transportation Special Fund established pursuant Security Deposit to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any Rent or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including any damages or deficiency in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues re-letting of the Premises, whether accruing before or after summary proceedings, or other re-entry by Landlord. In the case of every such use, application or retention, Tenant shall, on deposit demand, pay to Landlord the sum so used, applied or retained which shall be replenished to its former amount, so that Landlord shall at all times have a Security 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 amount 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 IVSecurity Amount. Section 00-00-000 of the Supplemental Act provides that a public entity, including the Borrower, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply If Tenant shall fully and punctually comply with all of the Supplemental Act terms and conditions of this lease, then the Security Deposit (or portion thereof to which Tenant is entitled) shall be returned or paid over to Tenant within forty-five (45) days after the expiration or termination of this Agreementlease and delivery of exclusive possession of the Premises to Landlord in accordance herewith. In the event of a sale or lease of the Building (or the portion thereof containing the Premises), Landlord shall have the Loan right to transfer the Security Deposit to the vendee or lessee, Landlord shall ipso facto be released by Tenant from all liability for the return of such Security Deposit and Tenant agrees to look solely to the Note.new Landlord for the return of said

Security. 13.01 The Borrower’s obligation to pay Landlord hereby acknowledges that the principal sum of and interest on the Note and any other amounts payable $6,500.00 has been paid by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on Tenant as a first lien basis, security deposit for the payment of the 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); rent hereunder and the I-25 North Express Lanes Loan Repayment Account (Segment 3)full and faithful performance by the Tenant of the covenants and conditions on the part of the Tenant to be performed. The Tenant shall pay $32,908.00 as an additional security deposit upon Tenant’s execution of the within Lease, including so that the Loan Repayment Subaccount security deposit with the Landlord amounts to two times the current monthly rent. Said sum shall be returned to the Tenant, without interest, after the expiration of the term hereof, provided that the Tenant has fully and faithfully performed all such covenants and conditions and is not in arrears in rent. During the term hereof, the Landlord may, if the landlord so elects, have recourse to such security, to make good any default by the Tenant, in which event the Tenant shall, on demand, promptly restore said security to its original amount. Liability to repay said security to the Tenant shall run with the reversion and title to said premises, whether any change in ownership thereof be by voluntary alienation or as the result of judicial sale, foreclosure or other proceedings, or the exercise or a right of taking or entry by any mortgagee. The Landlord shall assign or transfer said security, for the benefit of the Tenant, to any subsequent owner or holder of the reversion or title to said premises, in which case the assignee shall become liable for the repayment thereof as herein provided, and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein assignor shall be deemed to require CDOT be released by the Tenant from all liability to allocate funds return such security. This provision shall be applicable to make any payment under every alienation or change in title and shall in no wise be deemed to permit the Intra-Agency AgreementLandlord to retain the security after termination of the Landlord’s ownership of the reversion of title. In accordance with C.R.S. § 43-4-807(1)(e)The Tenant shall not mortgage, encumber or assign said security without the written consent of the Landlord. Notwithstanding the above, the Collateral Tenant acknowledges that the security deposit held by the Landlord shall immediately be subject to equal one and one-half current monthly installments during 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 term 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 an act of issuance to apply all within Lease or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noterenewal.

Security. The Borrower’s obligation to pay a) In consideration of the principal of Lender granting the Loan and interest on as a security for the Note and any other amounts payable by same, the Borrower hereunder and/or the Guarantor(s) hereby agree(s) to create security (free from any charge except if there is a subsisting charge in favour of the Lender herein) in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Loan ObligationsSecurity”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower and / or the Guarantor hereby pledgesauthorizes the Lender to create charge over the said assets in favour of the Lender by registering of charges with various authorities, on a first lien basisand the cost incurred by the Lender for creation of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower and the Borrower agrees to repay the same together with interest as specified in the schedule.. b) The Security provided under this Agreement shall be for the payment repayment of the Loan Obligations: (atogether with the interest and other obligations herein of the Borrower and Guarantor towards the Lender. At no point of time the Borrower and/or the Guarantor(s) all moneys shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Lender, which consent may be given at the discretion of the Lender. c) If at any point of time, in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in view of Lender, 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 amounts actually loaned Security provided by CDOT to the Borrower pursuant and/or the Guarantor(s) under this Agreement is not sufficient to cover the Intra-Agency Agreement for the purposes of satisfying the Loan Obligationsentire loan amount, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectivelythen, the “Collateral”); provided that nothing herein shall Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be deemed to require CDOT to allocate funds to make any payment under required by 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 actLender in this regard, and the lien Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender. d) The liability of such pledge the Borrower and the Guarantor(s) shall be valid joint and binding against all parties having claims several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of any kind in tortthe Lender shall, contract or otherwise at the time when the proceedings are taken against the Borrower regardless or Guarantor(s) under the guarantee or other security documents be outstanding or unrealized or lost. e) The Borrower and the Guarantor(s) hereby agree that, the Lender shall have right of whether lien over all the claiming party has notice of such lien and even though it is not recorded or filed. The pledge assets of the Collateral pursuant to Borrower and the Guarantor(s) for the Loan availed by the Borrower either under this Section does not limit Agreement or under any other agreement or financial assistance availed by the Borrower’s rights to withdraw money Borrower 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 an act of issuance to apply all or any of the provisions of the Supplemental ActLender. The Borrower and Guarantor(s) hereby elects to apply all agree that they shall not in any way, dispose off their assets without the prior written consent of the Supplemental Act to this Agreement, the Loan and the NoteLender.

Security. The Borrower’s obligation to pay 8.01. Tenant has deposited with Landlord the principal Security Deposit 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 interest on prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Note and payment of Rent, Landlord may use, apply or retain the whole or any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations part of the Borrower payable solely from Security Deposit to the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys 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 I-25 North Express Lanes Project Account (Segment 3) 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 the amount so used, applied and Available Toll Revenues 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 deposit in which this Lease s II expire or sooner end or terminate, and after delivery to Landlord of entire possession of the I-25 North Express Lanes Revenue Account (Segment 3)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 upon receipt of written acknowledgement by Tenant from such vendee or lessee of the assumption of Landlord's obligations under the Lease, including acknowledgement of the receipt of Security Deposits. 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 I-25 North Express Lanes Loan Repayment Account (Segment 3)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, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein neither Landlord nor its successors or assigns shall be deemed to require CDOT to allocate funds to make bound by any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)such assignment, the Collateral shall immediately be subject to the lien of such pledge without any physical delivery encumbrance, attempted assignment 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteattempted encumbrance.

Security. The Borrower’s obligation to pay (a) Tenant has deposited with Landlord the principal Security Deposit 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 interest on prompt payment and performance of any of its obligations under this Lease beyond any applicable cure period, including, without limitation, the Note and payment of Rent, Landlord may use, apply or retain the whole or any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations part of the Borrower payable solely from Security Deposit to the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys any Rent or any other sums as to which Tenant is in default beyond any applicable cure period or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default beyond any applicable cure period in respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the I-25 North Express Lanes Project Account (Segment 3) 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 the amount so used, applied and Available Toll Revenues 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 deposit in which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the I-25 North Express Lanes Revenue Account (Segment 3)Demised Premises. In the event of any sale or leasing of the Land and the Building, 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 upon the acknowledgement to Tenant by the vendee or lessee of its receipt of the Security Deposit from Landlord and its agreement to be bound by Landlord's obligations and liabilities with regard to the Security Deposit; and Tenant shall look solely to the new landlord for the return or payment of the same; and the I-25 North Express Lanes Loan Repayment Account (Segment 3)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, including the Loan Repayment Subaccount and the Capitalized Interest Account; 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 Letter of Credit in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) in form and substance reasonably satisfactory to Landlord and issued by a financial institution approved by Landlord. Landlord shall have the right, upon at least ten (10) days written notice specifying the nature of the default to Tenant (except for Tenant's non-payment of Rent [beyond any applicable cure period] or for Tenant's failure to comply with Article 8.03 for which not less than five (5) days written notice specifying the nature of the default shall be required), and regardless of the exercise of any other remedy the Landlord may have by reason of a default beyond any applicable cure period, to draw upon said Letter of Credit to cure any default of Tenant beyond any applicable cure period 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 amounts actually loaned by CDOT times during the 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, Landlord shall have the right to transfer the security to the Borrower pursuant vendee or lessee in accordance with Section 8.01(a) above, and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof upon the acknowledgement to Tenant by the vendee or lessee of its receipt of the Security Deposit from Landlord and its agreement to be bound by Landlord's obligations and liabilities with regard to the Intra-Agency Agreement Security Deposit; and Tenant shall look solely to the new landlord for the purposes return or payment of satisfying the Loan Obligations, including all moneys on deposit same; and the provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. The Letter of Credit may contain the condition that any sight draft to be drawn thereunder in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)this Lease be signed by an officer (President, the Collateral shall immediately be subject to the lien of such pledge without any physical delivery Executive Vice President, Vice President 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 Treasurer) of the Collateral pursuant corporate general partner of Landlord and state that Landlord is entitled to this Section does not limit draw on the Borrower’s rights Letter of Credit and that Landlord has provided to withdraw money from Tenant all requisite notices regarding the accounts established pursuant to Article IV hereof same as provided in said Article IVthis Section 8.01(b) and 8.03 below. 8.02. Section 00-00-000 The Letter of Credit shall expire not earlier than thirty (30) days after the Expiration Date of this Lease. The Letter of Credit may be of the Supplemental Act provides that type which is automatically renewed on an annual basis (Annual Renewal Date), provided however, in such event Tenant shall maintain the Letter of Credit and its renewals in full force and effect during the entire Term of this Lease (including any renewals or extensions) and for a public entity, including the Borrower, may elect in an act period of issuance to apply all or any of the provisions of the Supplemental Actthirty (30) days thereafter. The Borrower hereby elects to apply all Letter of the Supplemental Act to this Agreement, the Loan and the Note.Credit will contain a provision requiring

Security. The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: (a) all moneys in On the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in Closing Date, 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 amounts actually loaned by CDOT Company shall grant to the Borrower pursuant to Trustee on behalf of the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit Holders an additional security interest in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 certain of the Collateral pursuant to this Section does not limit the Borrower’s rights terms of the Escrow and Security Agreement of even date herewith. (b) On the Closing Date, the Company shall (i) enter into the Escrow and Security Agreement and comply with the terms and provisions thereof and (ii) purchase $56 million of Pledged Securities to withdraw money from be pledged to the accounts established Trustee as security for the benefit of the Holders. The Pledged Securities shall be pledged by the Company to the Trustee for the benefit of the Holders and shall be held by the Trustee in the Escrow Account pending disposition pursuant to Article IV hereof as provided in said Article IV. Section 00-00-000 the Escrow and Security Agreement. (c) Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Supplemental Act provides that a public entityEscrow and Security Agreement (including, including without limitation, the Borrowerprovisions providing for foreclosure and release of the Pledged Securities) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Trustee to enter into the Escrow and Security Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company shall do or cause to be done all such acts and things as may elect in an act of issuance to apply all be necessary or any of proper, or as may be required by the provisions of the Supplemental ActEscrow and Security Agreement, to assure and confirm to the Trustee the security interest in the Pledged Securities contemplated hereby, by the Escrow and Security Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Borrower hereby elects Company shall take, or shall cause to apply all be taken, upon request of the Supplemental Act Trustee, any and all actions reasonably required to cause the Escrow and Security Agreement to create and maintain, as security for the obligations of the Company under this Indenture and the Notes, valid and enforceable first priority liens in and on all the Pledged Securities, in favor of the Trustee, superior to and prior to the rights of third Persons and subject to no other Liens. (d) The Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Notes. (e) The release of any Pledged Securities pursuant to the Escrow and Security Agreement shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture and the Escrow and Security Agreement. (f) The Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Escrow and Security Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company thereunder. The Trustee shall have power to institute and to maintain such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee). (g) Notwithstanding anything herein to the contrary, the Company shall not be obligated to comply with the provisions of TIA Section 314(b) or (d) in connection with the release of the Pledged Securities until such time as it is legally required that the Indenture be qualified under the TIA. After such time, to the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Escrow and Security Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Escrow and Security Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company. After such time, the Company shall also cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Escrow and Security Agreement, to be complied with. The Trustee may, to the Loan extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the Noteforegoing provisions the appropriate statements contained in such instruments.

Security. The Borrower’s obligation 8.01 Upon an event of default hereunder, Landlord shall have the right to pay the principal of demand and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations Tenant shall immediately deposit with Landlord a Security Deposit equal to one month of the Borrower payable solely from then current Fixed Rent as security for the accounts full and faithful payment and performance by Tenant of Tenant’s obligations under this Lease. If Tenant subsequently 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 Transportation Special Fund established pursuant security so deposited to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of the Loan Obligations: (a) all moneys 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 I-25 North Express Lanes Project Account (Segment 3) 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 the amount so used, applied and Available Toll Revenues retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant’s obligations under this Lease, the security or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on deposit in which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the I-25 North Express Lanes Revenue Account (Segment 3)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 I-25 North Express Lanes Loan Repayment Account (Segment 3)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, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein neither Landlord nor its successors or assigns shall be deemed to require CDOT to allocate funds to make bound by any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e)such assignment, the Collateral shall immediately be subject to the lien of such pledge without any physical delivery encumbrance, attempted assignment 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Noteattempted encumbrance.

Security. The Borrower’s obligation to pay Section 33.01. Upon the principal execution of this Lease, Tenant shall deposit with Landlord the Security Deposit Amount, as security for the faithful performance and interest on observance by Tenant of all of the Note covenants, agreements, terms, provisions and conditions of this Lease. Tenant agrees that, if Tenant shall default in respect of any other amounts payable of the covenants, agreements, terms, provisions and conditions of this Lease (beyond notice and the expiration of the applicable cure period, if any) including the payment of the Fixed Rent and additional rent, Landlord may use, apply or retain the whole or any part of the security being held by the Borrower hereunder Landlord (the “Loan Obligations”"Security") are special, limited obligations of to the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of any Fixed Rent and additional rent, or any other payments as to which Tenant shall be in default or for any monies which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the Loan Obligationscovenants, agreements, terms, provisions and conditions of this Lease, including any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Notwithstanding the foregoing sentence, however, Landlord shall not use, apply or retain the whole or any part of the Security if Tenant's default (i) is non-monetary and (ii) arises from strikes, lock-outs or labor problems, governmental preemption, or by reason of any Legal Requirements, or by reason of the conditions of supply and demand which have been or shall be affected by war or other emergency or general market conditions or otherwise; provided, however, that Tenant shall use its best efforts and diligently pursue to completion the curing of such default. Landlord shall not be required to so use, apply or retain the whole or any part of the Security so deposited, but if the whole or any part thereof shall be so used, applied or retained, then Tenant shall, within ten (10) days after demand therefor deposit with Landlord an amount in cash equal to the amount so used, applied or retained, so that Landlord shall have the entire Security on hand at all times during the Term. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants, agreements and conditions of this Lease, the Security shall be returned to Tenant within thirty (30) days after the Expiration Date or earlier termination of this Lease as provided herein and delivery of exclusive possession of the Demised Premises to Landlord. In the event of any making or assignment of any Underlying Lease or upon a conveyance of the Building: (ai) Landlord shall have the right to transfer the Security to the assignee or lessee or transferee, (ii) Landlord shall thereupon be released by Tenant from all moneys liability for the return of such Security, and (iii) Tenant agrees to look solely to Landlord's successor for the return of said Security provided that Tenant has received notice thereof, it being agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new Landlord. Tenant further covenants that Tenant will not assign or encumber or attempt to assign or encumber the monies deposited herein as Security, and that neither Landlord nor Landlord's successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Section 33.02. Landlord agrees to place the Security in an interest- bearing account, and, unless disbursed or applied by Landlord as provided in Section 33.01 above, the interest earned thereon (less an amount equal to one (1%) percent of the Security, which may be retained by Landlord each year as compensation for management and administration of said account) shall be disbursed annually to Tenant when Landlord shall generally make such distributions to tenants in the I-25 North Express Lanes Project Account Building, but only if Tenant shall not be in default with respect to any of Tenant's obligations under this Lease beyond notice and the expiration of the applicable cure period, if any. A. Notwithstanding anything to the contrary contained in Section 33.01 above, in lieu of a cash security deposit, Tenant may deliver to Landlord a clean, irrevocable, transferable and unconditional letter of credit (Segment 3the "Letter of Credit") issued by and Available Toll Revenues on deposit drawn upon a commercial bank (hereinafter referred to as the "Issuing Bank") which shall be a member bank of the New York Clearinghouse Association (or, in the I-25 North Express Lanes Revenue Account (Segment 3); alternative, which shall have offices for banking purposes in the Borough of Manhattan and the I-25 North Express Lanes Loan Repayment Account (Segment 3shall have a net worth of not less than $100,000,000, with reasonably appropriate evidence thereof to be submitted by Tenant), including which Letter of Credit shall: (i) have a term of not less than one (1) year, (ii) contain the Loan Repayment Subaccount same substance and be in materially the Capitalized Interest Account; same form annexed hereto as Exhibit "G," (iii) be for the account of Landlord, (iv) be in the amount of $70,950.00, (v) except as otherwise provided in this Section 33.03, conform and be subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500 (bor any revision thereof or successor thereto), (vi) all amounts actually loaned be fully transferable by CDOT Landlord without any fees or charges therefor (or, if the Letter of Credit shall provide for the payment of any transfer fees or charges, the same shall be paid by Tenant as and when such payment shall be requested by the Issuing Bank), (vii) provide that Landlord shall be entitled to draw upon the Letter of Credit upon presentation to the Borrower Issuing Bank of a sight draft accompanied by Landlord's statement that Landlord is then entitled to draw upon the Letter of Credit pursuant to the Intraterms of this Lease, and (viii) provide that the Letter of Credit shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each year thereafter during the entire Term of this Lease and for a period of thirty (30) days thereafter, unless the Issuing Bank shall send notice (the "Non-Agency Agreement Renewal Notice") to Landlord by certified or registered mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that the Issuing Bank elects not to renew such Letter of Credit, in which case Landlord shall have the right, by sight draft on the Issuing Bank, to receive the monies represented by the then existing Letter of Credit, and to hold and/or disburse such proceeds pursuant to the terms of Section 33.01 above as cash security. If Landlord shall fail, for any reason whatsoever, to draw upon the Letter of Credit within said forty-five (45) day period, and the Letter of Credit shall expire prior to the thirtieth (30th) day following the Expiration Date of the Term of this Lease, then Tenant shall within five (5) days after demand therefor deposit with Landlord the Security Deposit Amount in cash or furnish Landlord with a replacement Letter of Credit (which shall comply with all of the conditions set forth in the immediately preceding sentence), so that Landlord shall have the entire Security on hand at all times during the Term and for a period of thirty (30) days thereafter. Tenant acknowledges and agrees that the Letter of Credit shall be delivered to Landlord as security for the purposes faithful performance and observance by Tenant of satisfying all of the Loan Obligationscovenants, including all moneys on agreements, terms, provisions and conditions of this Lease, and that Landlord shall have the right to draw upon the entire Letter of Credit in any instance in which Landlord would have the right to use, apply or retain the whole or any part of any cash security deposited with Landlord pursuant to Section 33.01 above. If Landlord shall draw upon the entire Letter of Credit and such amount shall be greater than that required for the payments referred to in the first sentence of Section 33.01 hereof, the balance of any amounts received by Landlord pursuant to drawing upon such Letter of Credit shall be held by Landlord as a cash security deposit in accordance with the I-25 North Express Lanes CDOT Backup Loan Account provisions of this Section 33. B. In the event that Tenant shall elect to furnish the Letter of Credit in lieu of cash security: (collectively, the “Collateral”); provided that nothing herein i) all references to "Security" in Section 33.01 above shall be deemed to require CDOT to 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 refer to the lien Letter of such pledge without Credit, or any physical delivery or other actproceeds thereof as may be drawn upon by Landlord, 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 an act of issuance to apply all or any of (ii) the provisions of Section 33.02 above shall apply only to such Letter of Credit proceeds (if any) as may be drawn and held by Landlord. C. Landlord agrees that, provided that the Supplemental Act. The Borrower hereby elects conditions set forth below shall be satisfied, Tenant shall be permitted to apply all (i) reduce the amount of said Letter of Credit on the third (3rd) anniversary of the Supplemental Act Commencement Date to this Agreement$47,300 (with such anniversary date being referred to as the "Reduction Date", and such reduction being referred to as the Loan "Permitted Reduction"), or (ii) in the event that Landlord shall then be holding cash security in lieu of a Letter of Credit, to receive a refund on or after the third (3rd) anniversary of the Commencement Date, in an amount equal to the difference between the amount of cash security then being held by Landlord and $47,300, if any. Landlord shall have no obligation to refund any portion of the cash security until thirty (30) days following Landlord's receipt of a written notice requesting such refund (the "Security Refund Notice"). Landlord agrees that, if and to the extent Landlord's cooperation shall be required in order to facilitate a Permitted Reduction, Landlord will, at Tenant's request, but at no cost or expense to Landlord, cooperate with Tenant in all reasonable respects to cause such Permitted Reduction to occur. Tenant shall only have the right to reduce the Letter of Credit or to receive such refund as aforesaid provided that on the Reduction Date or the date upon which Landlord shall receive the Security Refund Notice (x) Tenant shall not then be in default (after notice and the Noteexpiration of the applicable cure period) with respect to any of Tenant's non-monetary obligations under this Lease (a "Non-Monetary Default") and (y) Tenant shall not be in default with respect to any of Tenant's monetary obligations under this Lease after notice and the expiration of the applicable cure period, if any (a "Monetary Default"); it being agreed, however, that following Tenant's cure of such Non-Monetary Default or Monetary Default, as the case may be, Tenant shall be permitted to reduce the Letter of Credit or receive such refund as aforesaid.

Security. The Borrower’s obligation (Supplementing Article 34) -------- 65.01 Tenant has deposited with Landlord the sum of ("the "Security") either in cash or by Letter of Credit as provided in Section 65.02, as security for the faithful performance and observance by tenant of the terms, provisions and conditions of this lease. Landlord agrees that in the event Tenant deposits a cash security as aforesaid, Landlord shall maintain said cash security in an interest bearing account, in a bank or savings and loan association to pay be selected, from time to time, by Landlord in its sole discretion which account shall be insured by the principal Federal Deposit Insurance Corporation, so long as such insurance shall be available, and all interest earned thereon (except with respect to Landlord's administrative expense as set forth below) shall be retained in such account and be deemed added to the cash security deposited hereunder or upon request of Tenant be delivered to Tenant annually within twenty (20) days after such request. Landlord agrees further to hold the said cash security in such an account for the entire term hereof, subject, however, to the terms of this Article 65 with respect to the application of the security in the event of Tenant's default hereunder. To the extent permitted by law, Tenant agrees that Landlord shall be entitled to receive and retain per such sum from time to time as Landlord shall determine, in its sole discretion. Landlord shall not be required to credit any of the cash security with interest on for any period during which Landlord does not receive interest thereon. It is agreed that in the Note event Tenant defaults after notice and the expiration of any applicable cure period hereunder, 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 cash security so deposited and any other amounts payable interest thereon then held by Landlord, or Landlord may notify the "Issuing Bank" (as such term is defined in Section 65.02) and thereupon receive all of the monies represented by the Borrower hereunder (said Letter of Credit and use, apply or retain the “Loan Obligations”) are specialwhole or any part of such proceeds, limited obligations of as the Borrower payable solely from case may be, to the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default, after notice and any cure period provided herein, or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default after notice and the Loan Obligations: expiration of any applicable cure period hereunder, in respect of any of the terms, 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. In the event that Landlord applies or retains any portion or all of such cash security and interest held thereon, or proceeds of such Letter of Credit, as the case may be, Tenant shall forthwith restore the amount so applied or retained so that at all times, the amount deposited shall be equal to the Security plus the amount of any interest held thereon immediately prior to such application or retention in the event of a cash security deposit. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the cash security and any interest thereon then held by Landlord, or Letter of Credit, as the case may be, shall be returned to Tenant within fifteen (15) days following the date fixed as the end of the lease and after delivery of entire possession of the Demised Premises to Landlord. 65.02 In lieu of a cash deposit, Tenant may deliver to Landlord a clean, irrevocable and unconditional letter of credit (hereinafter referred to as the "Letter of Credit") which shall (a) all moneys in the I-25 North Express Lanes Project Account be issued by and drawn upon any commercial bank (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 amounts actually loaned by CDOT hereinafter referred to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the Note.the

Security. 8.1 The Borrower’s obligation to pay Facility Amount together with all interest, liquidated damages, prepayment costs, other costs, charges, expenses and other monies whatsoever stipulated in or payable under the principal of and interest on the Note and any other amounts payable Finance Documents (including all Obligations), shall be secured by the Borrower hereunder following, including by such shares, units of Mutual Funds, cash, marketable securities or other marketable and liquid financial assets as may be required by the Lender from time to time, in its absolute discretion, to be charged/pledged by the Pledgor or such Persons or entities acceptable to the Lender, to achieve the required Loanable Value to avail the Facility Amount or such part thereof, as continuing security for the Obligations (the “Loan ObligationsSecurity”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan Obligations: ): (a) all moneys pledge by the Pledgor, or such Person and/or entities acceptable to the Lender, of sufficient shares, units of Mutual Funds, cash, marketable securities, or such other marketable and liquid financial assets as may be required by the Lender, to achieve the required Loanable Value to avail the Facility Amount or such part thereof, as continuing security for the outstanding Obligations. For this purpose, the Pledgor and such parties shall execute such documents as may be required by the Lender in its sole discretion, on such terms and conditions as may be required by the Lender which would include the conditions and obligations as set out in the I-25 North Express Lanes Project Account Finance Documents and such further terms, obligations, representations and warranties and undertakings as may be required by the Lender. The Lender is currently prepared to accept such number of equity shares of the Company or units of Mutual Funds, as the case may be, as set out in Schedule 1, held by the Pledgor, as the same may be modified, amended or supplemented from time to time in accordance with the provisions of this Agreement, which yields a Loanable Value as set out in Schedule 1, subject to a maximum of 2,100,000 equity shares of Dr. Reddys Laboratories Limited. At present the Lender has assigned a Marginal Loanable Value as set out in Schedule 1. The Lender hereby reserves the absolute discretion to determine the Marginal Loanable Value and the Loanable Value required from time to time. Any additional Collateral provided by the Borrower/Pledgor to meet top-up requirements (Segment 3if required) and Available Toll Revenues on deposit shall be in the I-25 North Express Lanes Revenue Account (Segment 3); form of cash or other marketable securities acceptable to the Lender. It is hereby clarified that the Lender shall be entitled to refuse to accept any further shares of the Company or units of Mutual Funds, towards meeting top-up requirements, All shares of the Company pledged in favour of the Lender must be in dematerialised form only, must be listed on the Bombay Stock Exchange or National Stock Exchange or any other recognized stock exchange in India, acceptable to the Lender, and must be legally and beneficially owned by the I-25 North Express Lanes Loan Repayment Account (Segment 3)Pledgor. All such shares are to be issued and fully paid up. All Collateral, including the Loan Repayment Subaccount and the Capitalized Interest Account; and where possible, shall be marked to market on a daily basis. (b) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes A Letter of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account Continuity. (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the c) A Promissory Note. (d) A General Power of Attorney.

Security. The Borrower’s On the Effective Date, Tenant shall deposit with Landlord a security deposit in the amount of $213,000.00, as a security for the performance by Tenant of its obligations under this Lease (the “Security Deposit”). If Tenant is in default, Landlord may, but without obligation to do so, use the Security Deposit, or any portion thereof, to cure the default or to compensate Landlord for all damages sustained by Landlord resulting from Tenant’s default, including, but not limited to Landlord’s attorney’s fees and costs. Tenant shall, immediately on demand, pay to Landlord a sum equal to the principal portion of the Security Deposit so applied or used so as to replenish the amount of the Security Deposit held to increase such deposit to the amount initially deposited with Landlord. Within thirty (30) days after the termination of this Lease, Landlord shall return the Security Deposit to Tenant, less such amounts as are reasonably necessary, as determined solely by Landlord, to remedy Tenant’s default(s) hereunder. If the cost to restore the Premises to the condition agreed upon herein exceeds the amount of the Security Deposit, Tenant shall promptly deliver to Landlord any and all of such excess sums as reasonably determined by Landlord. Landlord shall not be required to keep the Security Deposit separate from other funds, and, unless otherwise required by law, Tenant shall not be entitled to interest on the Note and Security Deposit. In no event or circumstance shall Tenant have the right to any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations use of the Borrower payable solely from Security Deposit and, specifically, Tenant may not use the accounts Security Deposit as a credit or to otherwise offset any payments required hereunder, including, but not limited to, Rent or any portion thereof. On the commencement of any Extended Term the Tenant shall deposit with the Landlord, along with the first rent due during such Extended Term, any additional sum as may be required to bring the Security Deposit up to the full amount of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, initial Base Monthly Rent for the payment of the 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 amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, the Loan and the NoteExtended Term.

Security. 5.1 The Borrower’s obligation to pay the principal of Borrower(s) unconditionally agree(s) that repayment and interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the Loan, interest, fees, charges, commitment charges, penal charges and expenses and all other amount due and payable under the Agreement to FICCL shall be secured by a first charge by way of mortgage in favour of FICCL over the Property and such other properties as FICCL may require from time to time. 5.2 FICCL shall have the right to decide in its sole discretion the type of mortgage or any other security and/ or additional security to be created by the Borrower(s) for securing the Loan Obligations: (a) and 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); other amounts as aforesaid and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including Borrower(s) shall be bound to create such security and shall duly execute documents evidencing the same as may be required by FICCL. 5.3 The Borrower(s) shall execute any bond(s) or Promissory Notes for the Loan Repayment Subaccount and the Capitalized Interest Account; all such other documents, power of attorney and (b) all amounts actually loaned agreements as may be required by CDOT to the FICCL. The originals of such documents shall be kept in safe custody with FICCL. Borrower pursuant to the IntraCo-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); Borrower Authorised Signatory 5.4 The securities provided that nothing herein shall be deemed to require CDOT be continuing security in respect of the Loan availed by the Borrower(s). The Securities shall not be discharged till such time all the dues in respect of the Loan are fully paid to allocate funds the satisfaction of the FICCL and FICCL consents to make give discharge in respect of any payment under security in writing to the Intra-Agency AgreementBorrower(s). 5.5 The securities shall be created within seven days from the first disbursement of the Loan or as directed by FICCL. In accordance case of any delay by the Borrower(s) to comply with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately above then FICCL would be subject entitled to the lien of such pledge without any physical delivery or other act, levy additional interest rate @ 4 % and the lien of such pledge shall be valid and binding against all parties having claims deemed to form part 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 filedoutstanding Loan. The pledge liability to pay additional interest shall be without prejudice to FICCL’s other rights and remedies. 5.6 If at any time during the subsistence 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, FICCL is of opinion that securities provided by the Loan Borrower(s) has become inadequate to cover the balance due to FICCL, then on FICCL advising the Borrower(s) to that effect, the Borrower(s) shall provide and furnish to FICCL, to the Notesatisfaction of FICCL, such additional security as may be acceptable to FICCL to cover such deficiency. The Borrower(s) further undertake(s) to submit such other documents as may be required by FICCL from time to time in regard to the said Loan.

Security. The Borrower’s obligation )1( As security for repayment of the Loan and all other amounts owed pursuant to pay the principal Loan Documents )in each case in form and substance satisfactory to the Lender(; )a( When maintenance of Bank Account is applicable, the Borrower shall )i( maintain the Bank Account for the Tenor, and interest )ii( to maintain sufficient fund to meet the requirement for payments of all Monthly Installment Amounts on the Note respective Monthly Installment Dates; )b( If the Borrower maintains the Bank Account, the Borrower shall keep with the Lender at all times an undated, signed cheque in favor of Emirates NBD )PJSC( to cover 100% of the Total Loan and estimated interest hereunder; and )c( For the purpose of clause D)4( above, the Borrower shall provide the Lender such post- dated cheque required for repayment of the Loan prior to the disbursement of the Loan amount; )d( The Borrower shall execute in favor of the Lender a demand promissory note for the entire Loan Amount and interest. )2( No one item of security now existing or hereinafter taken to secure any part of the Loan or the performance of any obligation or liability of the Borrower to the Lender whatsoever shall in any manner affect or impair the security the Borrower is required to provide under the Loan Documents or any other amounts payable by remedies or claims available to the Borrower hereunder (Lender under applicable agreement, laws, regulations or otherwise. Therefore, in the “Loan Obligations”) are special, limited event that the proceeds of one item of security fail to satisfy any or all of the obligations of the Borrower payable solely from to the accounts Lender or the Lender is waiting receipt of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall 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 of the 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)proceeds of another item of security, including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT remedies or claims as are available to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to 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 actit, and the lien of such pledge shall Borrower will continue to be valid and binding against all parties having claims of any kind in tortliable for its obligations to the Lender under the Loan Documents, contract or otherwise against including, without limitation, its obligation to repay 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 an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to amounts outstanding under this Agreement, the Loan and the Note.

Security. In order to secure payment of the Note, the Shares, as well as the shares of common stock of Total New York being acquired by the Buyer pursuant to the Corporate Stock Purchase Agreement (the "Corporate Shares") and, together with the Shares, the "Pledged Shares") shall be pledged to the Buyer pursuant to the terms of a pledge agreement substantially in the form of Exhibit A hereto (the "Pledge Agreement"). At such time as the purchase price for the Corporate Shares under the Corporate Stock Purchase Agreement has been paid in full, 49% of the Pledged Shares (currently 98 shares) shall be delivered to the Buyer and shall be released from the provisions of the Pledge Agreement. The Borrower’s obligation remainder of the Pledged Shares shall continue to pay be pledged as security under the principal of and interest on Pledge Agreement until the Note and any other amounts payable by has been paid in full; provided, however, that (a) in the Borrower hereunder (event that the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for Buyer defaults in the payment of the Loan Obligations: purchase price for the Corporate Shares, at the Seller's election, either (a) the Seller may retain all moneys in of the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in Pledged Shares then subject to the I-25 North Express Lanes Revenue Account (Segment 3); and Pledge Agreement upon payment to Buyer of all amounts theretofore paid against the I-25 North Express Lanes Loan Repayment Account (Segment 3), including purchase price for the Loan Repayment Subaccount and the Capitalized Interest Account; and Corporate Shares or (b) all amounts actually loaned by CDOT the Seller shall release to the Borrower pursuant Buyer a percentage of the Pledged Shares equal to the Intra-Agency Agreement percentage of the purchase price for the purposes of satisfying Corporate Shares theretofore paid by the Loan Obligations, including all moneys on deposit Buyer. In the event the Buyer defaults in the I-25 North Express Lanes CDOT Backup Loan Account payment of the Note due to circumstances beyond its control (collectively, the “Collateral”); provided that nothing herein which circumstances shall be deemed limited to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(ewars, strikes, acts of god, terrorism and other customary force majeure events), at the Collateral shall immediately be subject to Seller's election, either (y) 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, Seller may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Borrower hereby elects to apply retain all of the Supplemental Act Pledged Shares upon payment to this Agreementthe Buyer of all amounts theretofore paid under the Note or (z) the Seller shall release to the Buyer a percentage of the Pledged Shares equal to the percentage of the Note theretofore paid by the Buyer. Unless and until the Buyer shall default under the Note, the Loan and Buyer shall be entitled to exercise all voting rights over the NotePledged Shares.