Common use of Security Clause in Contracts

Security. DEPOSIT Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, 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 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 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 (5) 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.

Security. DEPOSIT Tenant has deposited shall deposit with Landlord Landlord, upon Tenant’s execution of this Lease, the sum security deposit specified in Paragraph N of Thirty Thousand One Hundred and Eighty Dollars the Basic Lease Provisions ($30,180.00). Said sum shall be held by “Security Deposit”) with Landlord as security for the full and faithful performance by Tenant of all the terms, covenants, every term and conditions covenant of this Lease to be kept and performed by Tenant during Lease. In the term hereof. If event Tenant defaults with respect to in the performance of any provision of its obligations hereunder, or otherwise breaches this Lease including, but not limited to, the provisions relating to the payment of rentLease, Landlord may (but shall not be required to) use, apply apply, or retain all or any part portion of this security deposit for the payment of any rent or any other sum in default, or Security Deposit for the payment of any amount which due Landlord may spend or become obligated to spend by reason of Tenant's default to reimburse or compensate Landlord for any other liability, cost, expense, loss or damage (including attorneys’ fees) which Landlord may shall suffer or incur by reason of Tenant's defaultthereof. If Landlord uses or applies all or any portion of said deposit is so used or appliedthe Security Deposit, Tenant shall, within five ten (510) days after written demand therefor, request therefore deposit cash monies with Landlord in an amount sufficient to restore the security deposit Security Deposit to its original the full amount and Tenant's failure to do so shall be a material breach of required by this Lease. Upon the expiration or earlier termination of this Lease and performance of all of Tenant’s obligations hereunder, Landlord shall not be required return the Security Deposit or any balance thereof to keep this security deposit separate from its general fund and Tenant. Tenant shall not be entitled to any interest on such depositthe Security Deposit, and Landlord shall be entitled to commingle the Security Deposit with its general funds. If Tenant No part of the Security Deposit shall fully and faithfully perform every provision of this Lease be considered to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's optionheld in trust, to the last assignee of Tenant's bear interest hereunder) at the expiration of the Lease term. In the event of termination of Landlord's interest in for its use, or to be a prepayment for any-monies to be paid by Tenant under this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.

Security. DEPOSIT Tenant has deposited with Landlord Payment and performance of all indebtedness, liabilities and obligations of Borrower to Lender and any other indebtedness and liabilities of Borrower to Lender, whether under the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum Note or otherwise, shall be held secured by: (a) a first priority security interest in 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 Landlord Stibnite and Barrier dated as security for of April 12, 1996 granting thereby to Lender a first priority mortgage lien on the faithful performance real estate and all improvements thereon located at the Stibnite Mine, as amended by Tenant 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 termsGilt Edge property of Brohm (including, covenantswithout limitation, the Anchor Hill Mine), as amended by a certain First Amendment of even date herewith; (f) a certain Collateral Assignment and conditions of this Lease to be kept and performed Pledge Agreement executed by Tenant during the term hereof. If Tenant defaults Dakota with respect to any provision a certain $3,000,000 promissory note of this Lease includingUSMX, but not limited toInc., a Delaware corporation in favor of Dakota and the provisions relating 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~▇. ▇▇▇▇▇▇▇▇▇▇ & 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 payment of rent, Landlord may items covered by Subsections (but shall not be required toa) 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 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 defaultthrough (h) above. If any portion of said deposit is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount All agreements 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 instruments described in this LeaseSection 7, Landlord shall transfer said deposit together with any and all other agreements and instruments now or hereafter securing the Note, are sometimes hereinafter referred to Landlord's successor in interest. Tenant is entitled to a collectively as the "Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) Documents" and individually as a result of renegotiating the existing lease dated December 15, 1988"Security Document".

Security. DEPOSIT Tenant has deposited with Landlord 2.1 The Company hereby mortgages to the sum Noteholders by way of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord a first equitable mortgage as a continuing security for the faithful performance by Tenant payment and discharge of all the terms, 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 toSecured Obligations, the provisions relating Mortgaged Shares. 2.2 The Company hereby charges to the payment Noteholders by way of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this first fixed charge as a continuing security deposit for the payment and discharge of the Secured Obligations, all its right, title, interest and benefit present and future in, to and under the Mortgaged Shares. 2.3 Any receipt, release or discharge of any rent security interest created by this or of any Liability arising under this may be given by the Noteholders in accordance with the provisions of this Mortgage and shall not release or discharge the Company from any Liability owed to the Noteholders for the same or any other sum in defaultmonies which may exist independently of this Mortgage or the Notes. Where such receipt, release or for discharge relates to only part of the Secured Obligations such receipt, release or discharge shall not prejudice or affect any other part of the Secured Obligations nor any of the rights and remedies of the Noteholders under this Mortgage or under the Notes nor any of the obligations of the Company under this Mortgage or the Notes. 2.4 Upon the unconditional and irrevocable payment or discharge of all Secured Obligations, the security interests created by this Mortgage shall automatically be released and the obligations of the Company shall automatically be discharged. Such release shall not prejudice the rights of the Noteholders under Clause 13. 2.5 Any release, discharge or settlement between the Company and the Noteholders shall be conditional upon no security, disposition or payment to the Noteholders being void, set aside or ordered to be refunded pursuant to any amount which Landlord may spend enactment or become obligated law relating to spend by reason of Tenant's default to compensate Landlord liquidation or insolvency or for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit whatsoever and if such condition is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore not fulfilled the security deposit to its original amount and Tenant's failure to do so Noteholders 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 enforce this Mortgage as if such deposit. If Tenant release, discharge or settlement had not occurred and any such payment not been made, provided that any release, discharge or settlement between the Company and the Noteholders shall fully become unconditional six months and faithfully perform every provision a day after the date of this Lease to be performed by itany such release, the security deposit discharge 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988settlement.

Security. DEPOSIT Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum a. The Facility shall be secured by a charge over any or all of the following: I. Securities offered as Security, including without limitation the Securities hereby pledged by the Borrower/ Security Provider; II. Securities/funds transferred for fulfilling Margin requirements if any; III. Demand Promissory Note executed by the Borrower; and IV. Personal or corporate guarantee, if any; V. Any other Security/collateral as may be accepted by the Lender; VI. Borrower/Security Provider Depository Participant Account b. In order to secure the due payment by the Borrower of the dues to the Lender under this Agreement and the performance by the Borrower of its obligations under this Agreement, the Borrower and/or Security Provider hereby pledge the Securities as mentioned in the Schedule I in favour of the Lender and if required by the Lender, the Borrower shall pledge in favour of the Lender such Securities as are acceptable to the Lender and described in the Schedule of Terms/Schedule/Security Documents to be executed in this behalf by the Borrower/Security Provider, by: I. having delivered and/or hereafter delivering to the Lender, as and by way of pledge the certificate/documents of title together with duly executed transfer deeds in respect of such Securities; and II. in case of mutual fund units, a letter in prescribed form from the mutual fund/asset management company that it will mark the Lender's lien on the units to be subscribed by the Borrower; III. doing such acts, deeds and executing such documents as may be required under the provisions of the Depositories Act, 1996, regulations made there under and other rules, regulations and by laws of the concerned depository for creating pledge in favour of the Lender in respect of such dematerialized securities from time to time. c. In case the Securities are held jointly by Landlord 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 security 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 (“D&P Regulations”). e. The Borrower/Security Provider acknowledge/s that the Facility will be made available only after the Lender shall have received intimation from the Depository Participant in terms of Regulation 58(4) of the D&P Regulations to the effect that the Depository Participant has made an entry in its records of the creation of the pledge/marking of lien in favour of the Lender. f. The Borrower shall, if so required by the Lender, deliver post-dated cheques/National Automated Clearing House (NACH)/Electronic Clearing System or Electronic Clearing Service (ECS) to the Lender for the faithful performance due repayment of the Facility and interest thereon. Such cheques/NACH/ECS shall be deemed to have been given for adequate consideration already received by Tenant of all the terms, covenants, Borrower and conditions of this Lease shall not absolve the Borrower from his liability to be kept pay the said sums hereunder until the cheque/ECS/NACH is duly realized. It is expressly agreed and performed by Tenant during understood that the term hereof. If Tenant defaults with respect to Borrower shall at no time close the bank account/s from which the said cheques/ECS/NACH have been issued or issue any provision of this Lease including, but not limited to, the provisions relating communication to the payment Lender for stopping or postponing the presentment of rent, Landlord may (but shall the said cheques/ECS/NACH and the Lender is not be required to) use, apply or retain all or any part of this security deposit for the payment bound to take notice of any rent or any other sum in defaultsuch communication and which, or for if issued, will be regarded as a dishonour of the 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 (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount cheques/ECS/NACH drawn and Tenant's failure to do so SMFG India Credit 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 depositlevy and collect dishonour charges as per SMFG India Credit’s internal policies from time to time. If Tenant shall fully and faithfully perform every provision of this Lease It is clarified that the Cheque/ECS/NACH dishonour charges as referred to above are not compensatory and/or to be performed 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 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 itthe Borrower (not being the Facility or interest thereon) including on account of the amounts disbursed under other loans or previous indebtedness of the Borrower, the security deposit or any balance thereof Lender shall be returned entitled to Tenant (or, at Landlord's option, encash the post-dated cheques/ECS/NACH deposited with it for the satisfaction of such outstanding amounts notwithstanding that the post-dated cheques/ECS/NACH have been deposited for repayment of the Facility and interest thereon and the Borrower shall continue to be indebted to the last assignee of Tenant's interest hereunder) at Lender for the expiration of Facility or interest, as 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988case may be.

Security. DEPOSIT Tenant A. Subtenant has deposited with Landlord Sublandlord a letter of credit (the sum ”Letter”) in the amount of Thirty Thousand One Hundred $175,000.00 (the “Security Amount”), complying with the requirements of Section 21(B) hereof, as security (“Security”) for the full and Eighty Dollars ($30,180.00)punctual performance by Subtenant of all of the terms of this Sublease. Said sum At the election of Sublandlord such Security shall be held by Landlord Sublandlord in the form of the Letter or as security for cash. If Subtenant defaults in the faithful performance by Tenant of all any of the terms, covenants, and conditions terms 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 includingSublease, but not limited to, the provisions relating to including the payment of rentRental, Landlord Sublandlord may (but shall not be required to) use, apply or retain all the whole or any part of this security deposit the Security so deposited to the extent required for the payment of any rent or for any sum which Sublandlord may expend or may be required to expend by reason of Subtenant's default in respect of any of the terms, provisions or conditions set forth in this Sublease or in the Prime Lease (to the extent incorporated herein), whether accruing before or after summary proceedings or other sum re-entry by Sublandlord. In the case of every such use, application or retention, Subtenant, on demand, shall cause the Letter or cash deposit, as the case may be, to be restored to the full Security Amount as provided in defaultSection 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 for its successors or assigns, any Security deposited with Sublandlord pursuant to this Section shall be deemed to be applied first to the payment of any amount which Landlord rents and/or other charges due Sublandlord for all periods prior to the institution of such proceedings and the balance, if any, of such security deposited with Sublandlord may spend or become obligated to spend be retained by reason Sublandlord in partial liquidation of TenantSublandlord's default to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's defaultdamages. If any portion of said deposit is so used or applied, Tenant shall, within five (5) 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 Subtenant shall fully and faithfully perform every provision punctually comply with all of the terms of this Lease to be performed by itSublease, the security deposit Letter or any balance thereof cash deposit, as the case may be, shall be returned to Tenant (or, at Landlord's option, to Subtenant after the last assignee termination of Tenant's interest hereunder) at the expiration this Sublease and delivery of exclusive possession of the Lease termSublease Premises to Sublandlord. In the event of termination a sale or lease of Landlord's interest in 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 Lease, Landlord Section shall apply to every transfer said deposit to Landlord's successor in interest. Tenant is entitled or assignment made of the security to a Security Deposit new landlord. Subtenant shall not assign or encumber or attempt to assign or encumber the money deposited herein as security and neither Sublandlord nor its successors or assigns shall be bound by any such attempt, assignment or encumbrance. B. The Letter shall be an irrevocable, clean, unconditional and transferable commercial letter of credit, in the form of Exhibit D attached hereto and made a part hereof and issued by a reputable banking institution approved by Sublandlord in its sole, but reasonable judgment, which Letter shall permit Sublandlord (i) to draw thereon at a location in New York City or in New Jersey up to the full amount of the credit evidenced thereby for the payment of amounts due under the terms, provisions, covenants or conditions of this lease and (ii) to draw at a location in New York City or New Jersey or by facsimile, the full amount thereof to be held as cash security if for any reason the Letter is not renewed within forty-five (45) days prior to its expiration date. The Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter shall be for a term expiring sixty (60) days after the Expiration Date); (ii) expressly provide for the issuing bank to notify Sublandlord in writing not less than sixty (60) days prior to its expiration as to its renewal or non-renewal, as the case may be; (iii) be fully transferable by the beneficiary thereof to its successors and assigns; and (iv) be in form and substance reasonably approved by Sublandlord. The Letter shall expressly provide that the issuing bank shall pay to Sublandlord or its duly authorized representative an amount up to the face amount of the Letter upon presentation of the Letter and a sight draft in the amount to be drawn. Not less than forty-five (45) days prior to the expiration date of $1,911.67 each Letter ($32,091.67 - $30,180.00) and every renewal thereof), Subtenant shall deliver to Sublandlord a renewal or new Letter subject to all of the conditions aforesaid, all to the intent and purposes, that a Letter in the sum of 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 deliver to Sublandlord a substitute letter of credit from a financial institution acceptable to Sublandlord, in its sole and absolute discretion. Failure by Subtenant to comply with the provisions of this Article shall be deemed a material default hereunder entitling Sublandlord to exercise any and all remedies as a result provided in this Sublease for default in the payment of renegotiating Rental and, to draw on the existing lease dated December 15, 1988Letter up to its full amount.

Security. DEPOSIT To secure Tenant’s obligations under this Lease to pay Rent and other monetary amounts, to maintain the Premises and repair damages thereto, to surrender the Premises to Landlord in clean and sanitary condition and repair upon termination of this Lease as required pursuant to Section 18.15 below and to discharge Tenant’s other obligations hereunder, Tenant has deposited shall deliver to Landlord, concurrently with Landlord Tenant’s execution of this Lease, a letter of credit in the sum amount of Thirty Two Hundred Nine Thousand One Four Hundred and Eighty Fifty Dollars ($30,180.00209,450) (“Letter of Credit”). Said sum Letter of Credit shall be held substantially in the form and of the substance of Exhibit F attached hereto, and issued by Landlord as security Silicon Valley Bank, or another financial institution reasonably acceptable to Landlord. Tenant shall replace the Letter of Credit with another Letter of Credit that meets the requirements set forth above for at least thirty (30) days before the faithful performance Letter of Credit expires. Upon any default by Tenant which has not been cured within the applicable time period after any notice required by this Lease, including specifically but without limitation Tenant’s obligation to pay Rent or abide by any of all its obligations under this Lease, Landlord shall be entitled to draw upon said Letter of Credit in the termsamount of the default(s) by the issuance of Landlord’s sole written demand to the issuing Verus Lease v06 -6- February 2, covenants, and conditions 2005 (8:51 pm) financial institution. Any such draw shall be without waiver of any rights Landlord may have under this Lease to be kept and performed by Tenant during or at law or in equity as a result of 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 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 the Letter of Credit is so used or applieddrawn after a default by Tenant, Tenant shall, within seven (7) business days after written demand by Landlord restore the Letter of Credit to its original amount. Provided that (a) Tenant is not in default in the performance of any of its obligations under this Lease on the date which is four (4) years after the Effective Date of this Lease (“Letter of Credit Termination Date”) and (b) Tenant can establish by delivering to Landlord evidence reasonably acceptable to Landlord that Tenant has as of the Letter of Credit Termination Date, and has continually had during the two (2) calendar quarters preceding the Letter of Credit Termination Date, liquid assets consisting of cash or cash equivalents (bonds and publicly traded securities) reserves of not less than Five Million Dollars ($5,000,000) and a ratio of current assets to current liabilities, as determined by generally accepted accounting principles, consistently applied, of not less than two-to-one (“Tenant’s Financial Requirement”), subject, however, to Tenant delivering to Landlord the Security Deposit described below in this Section 4.05, the obligation of Tenant to maintain the Letter of Credit shall terminate as of the Letter of Credit Termination Date. As a condition to the termination of Tenant’s obligation to maintain the Letter of Credit, Tenant shall deposit with Landlord on or before the Letter of Credit Termination Date an amount equal to the Base Rent payable for the month which contains the Letter of Credit Termination Date (“Security Deposit”). The Security Deposit when delivered shall secure Tenant’s obligations under the Lease secured by the Letter of Credit. Landlord may use and commingle the Security Deposit with other funds of Landlord. If Tenant fails to perform Tenant’s obligations hereunder, Landlord may, but without any obligation to do so, apply all or any portion of the Security Deposit towards fulfillment of Tenant’s unperformed obligations. If Landlord does so apply any portion of the Security Deposit, Tenant, shall immediately pay Landlord a sufficient amount in cash to restore the Security Deposit to the full original amount. In the event that Landlord shall expend the same in order to cure Tenant’s default hereunder, Tenant’s failure to forthwith remit to Landlord a sufficient amount in cash to restore the Security Deposit to the original sum deposited within five (5) days after written demand therefor, deposit cash with Tenant’s receipt of notice from Landlord in that such amounts have been so expended shall constitute an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so Event of Default. The Security Deposit shall be a material breach held by Landlord without liability for interest on the same. Upon termination of this Lease. , if Tenant has then performed all of Tenant’s obligations hereunder, Landlord shall not be required return the Security Deposit to keep this security deposit separate from its general fund and Tenant shall not be entitled to interest on such depositTenant. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit Landlord sells or any balance thereof shall be returned to Tenant (or, at otherwise transfers Landlord's option, to the last assignee of Tenant's ’s rights or interest hereunder) at the expiration of the Lease term. In the event of termination of Landlord's interest in under this Lease, Landlord may deliver the Security and Security Deposit to the transferee, whereupon Landlord shall transfer said deposit be released from any further liability to Tenant with respect to the Security and Security Deposit. Notwithstanding anything to the contrary contained in this Section 4.05, in the event the obligation of Tenant to maintain the Letter of Credit is terminated as provided above, if at any subsequent time during the Term of this Lease, including any extensions thereof, from and after the Letter of Credit Termination Date, Tenant shall fail to maintain the Tenant’s Financial Requirement, Tenant shall immediately give written notice thereof to Landlord and cause a replacement letter of credit to be delivered to Landlord's successor in interest. , within ten (10)days after the date Tenant is entitled fails to a Security Deposit credit meet the Tenant’s Financial Requirement, in the amount amount, and on the other terms of, the original Letter of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Credit.

Security. DEPOSIT Tenant has deposited 18.1 To protect a Card each Cardholder must (i) sign it as soon as they receive it, (ii) carry it with Landlord them whenever they can (iii) regularly check that they still have the sum Card and (iv) not give the Card to another unauthorised person. 18.2 If a Cardholder makes a record of Thirty Thousand One Hundred his/her PIN/SecureCode he must keep it separate and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for well away from the faithful performance by Tenant of all Card. 18.3 To protect the terms, 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 toPIN/Secure Code, the provisions relating Account Owner and each Cardholder must: (i) try to memorise it; (ii) destroy ABC Banking’s letter advising the payment PIN/SecureCode (if applicable), (iii) not write the PIN/SecureCode on the Card, even if it is disguised; (iv) not keep a record of rentthe PIN/SecureCode with or near the Card and not reveal the PIN/SecureCode to anyone; (v) make sure that nobody is watching when the PIN/SecureCode/OTP is being entered in an electronic banking terminal or website, (vi) never enter the PIN/SecureCode/OTP in an electronic banking terminal that does not look genuine, Landlord may has been modified, has a suspicious device attached to it or is operating in a suspicious manner; (but shall vii) be ready to make a transaction when they approach an ATM or POS terminal, (viii) make sure that they do not be required toleave anything behind when they complete a transaction including leaving the Card unattended in or at an ATM, (ix) use, apply or retain all or any part of this security deposit for notify ABC Banking immediately if the payment of any rent or any other sum in defaultPIN/SecureCode mailer/OTP has not been received intact, or if a PIN/SecureCode/OTP change has taken place without being requested. 18.4 A Cardholder must immediately notify ABC Banking if their Card or PIN/SecureCode/OTP record is lost or stolen, or they suspect that unauthorised transactions have been made on any account. This will enable ABC Banking to put a stop on the Card straight away thus preventing or minimising losses resulting from unauthorised transactions and the Cardholder’s and/or Account Owner’s potential liability for the 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 (5) 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 termlosses. In the event that the Cardholder subsequently recovers the lost or stolen Card, he must return it to ABC Banking or call us immediately on the hotline 467 6800. The Account Owner and Cardholder must co-operate with any employees or authorised agents of termination ABC Banking or law enforcement officers in an effort to recover the Card if it is lost or stolen. The Account Owner and the Cardholder authorises ABC Banking to disclose information about the Account Owner and/or the Cardholder and the accounts associated with the use of Landlord's interest in the Card if ABC Banking is of the view that this Leasemay help to avoid, Landlord shall transfer said deposit minimise or recover any loss to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount Account Owner or Cardholder or ABC Banking resulting from the loss, theft or unauthorised use of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Card.

Security. DEPOSIT Tenant has deposited with Landlord If the sum Specified Project is a Secured Project then the Seller shall deliver to the Buyer a Subscribed Standard Security in exchange for payment of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00the Security Payment, together with: a Legal Report brought down to a date as near as practicable to the date of settlement which Report will show: no entries adverse to the Seller's interest in the Specified Project Site (or relevant part thereof). Said sum shall be held by Landlord as security ; where the Seller's interest in the Specified Project Site is registered in the Land Register of Scotland:- the Advance Notice for the faithful performance Standard Security; and no other Advance Notices; and clear searches in the Personal Register against the Seller and any party having an interest in the Specified Project Site for a period of 5 years brought down to a date as near as practicable to the Effective Date; a search in the Register of Community Interests in Land brought down as near as practicable to the date of settlement showing nothing prejudicial to the ability of the Seller to validly grant the Standard Security to the Buyer; In the event that the Seller’s title to the Specified Project Site is recorded in the General Register of Sasines an application for registration of the title to the Specified Project Site in the Land Register of Scotland together with all relevant supporting documentation to be submitted to Registers of Scotland, which will include a plan which meets the requirements of Registers of Scotland, all in a form approved by Tenant the Buyer acting reasonably. The application will confirm that there has not been any limitation or restriction on the examination of title to the Specified Project Site and the Seller will take into account any reasonable representations made in writing by the Buyer. The Seller will deliver the signed application form (as approved by the Buyer) and all necessary supporting documentation to the termsBuyer with the Standard Security; A letter of consent to the grant of the Standard Security from any party holding a standard security affecting the Specified Project Site, covenantsin a form approved by the Buyer, acting reasonably. If required by the holder of any standard security the Seller will deliver a ranking agreement in respect of each such prior standard security, validly executed by the Seller and conditions the holder of such prior standard security (such ranking agreement to be in terms to be approved by the Buyer acting reasonably and providing for (a) the holder of such prior standard security to rank ahead of the Buyer’s Standard Security and (b) an acknowledgement that any power of sale included within such prior standard security would be exercised subject to and with the benefit of this Lease Contract), together with signed land registration forms in respect of the interests of the Seller and the holder of the prior standard security respectively; In the event that the Seller is a company or industrial and provident society, searches in the Register of Charges and company file of the Seller (including a search to identify the directors and the secretary of the Seller as at the date of signing the Standard Security) from the date of its incorporation or the date of inception of the Register (whichever is the later) brought down: as near as practicable to the Effective Date; and within 3 months following the Effective Date, to a date at least thirty six days after Effective Date in both cases disclosing no entry prejudicial to the Seller’s ability to grant the Standard Security, but the Seller's Solicitors will not provide a letter of obligation in respect of the updated search in the Register of Charges and company file; a letter of non-crystallisation from the holder of each and every floating charge affecting the Specified Project Site, such letter to be kept in the chargeholder's usual form and performed by Tenant during to include consent to the term hereof. If Tenant defaults with respect to any provision grant of the Standard Security The Buyer shall grant a valid and effective discharge of the Standard Security on the expiry or sooner termination of this Lease including, but not limited to, the provisions relating to the payment of rent, Landlord may Agreement (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 save in default, or for the 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 (5) 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating any breach by the existing lease dated December 15Seller, 1988where the Buyer still retains an ability to pursue the Seller for damages or compensation, whether in terms of this Agreement or otherwise). The Seller shall be entitled without the consent of the Buyer to grant one prior ranking standard security over its interest in the Specified Project Site and Ancillary Lands or any part to any bank or other recognised financial institution and the Buyer shall within 20 Business Days of written request execute such documentation as may be necessary to effect such prior ranking, whether by way of ranking agreement or deed of postponement or otherwise provided always that the grantee under such standard security undertakes to the Buyer not to transfer the Specified Project Site and/or Ancillary Lands or any part thereof by virtue of their power of sale without taking the transferee bound (by way of direct undertaking to the Buyer on terms acceptable to the Buyer, acting reasonably) to implement the Seller’s obligations under this Contract or, at the Buyer’s request, to take a novation of the Seller's rights and obligations under this Agreement, in terms of an agreement that is acceptable to the Buyer, acting reasonably. All costs properly and reasonably incurred by the Buyer in terms of this Clause 13.3 shall be met by the Seller.

Security. DEPOSIT Tenant has deposited with Landlord (a) To the sum extent requested by Indemnitee and approved by the Board of Thirty Thousand One Hundred Directors, the Company may at any time and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as from time to time provide security to Indemnitee for the faithful performance obligations of the Company hereunder through an irrevocable bank line of credit, funded trust or other collateral or by Tenant other means. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of all such Indemnitee. (b) In the terms, covenants, and conditions event 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 toa Potential Change in Control or Change in Control, the provisions relating to the payment of rentCompany shall, Landlord may (but shall not be required to) useupon written request by Indemnitee, apply or retain all or any part of this security deposit create a trust for the payment benefit of any rent or any other sum in default, or for the payment Indemnitee and from time to time upon written request 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 (5) days after written demand therefor, deposit cash with Landlord Indemnitee shall fund such trust in an amount sufficient to restore satisfy any and all Expenses reasonably anticipated at the security deposit time of each such request to its original be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all other Indemnifiable Amounts for all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount and Tenant's failure or amounts to do so be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which Independent Legal Counsel is involved. The terms of the trust shall provide that upon a material breach of this Lease. Landlord Change in Control (i) the trust shall not be revoked or the principal thereof invaded without the written consent of Indemnitee, (ii) the trustee shall advance, subject to and in accordance with Section 2(a), any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the trust under the circumstances under which Indemnitee would be required to keep this security deposit separate from its general fund and Tenant reimburse the Company under Section 2(b)), (iii) the trust shall not continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to interest on indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in such deposit. If Tenant trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully and faithfully perform every provision indemnified under the terms of this Lease Agreement for all Claims relating to be performed by it, the security deposit or any balance thereof Indemnifiable Events. The trustee shall be returned chosen by Indemnitee. The Company shall pay all costs of establishing and maintaining the trust, and shall indemnify the trustee against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to Tenant (or, at Landlord's option, to this Agreement or the last assignee of Tenant's interest hereunder) at the expiration establishment or maintenance of the Lease termtrust. In the event of termination of Landlord's interest Nothing in this Lease, Landlord Section 4 shall transfer said deposit to Landlord's successor in interestrelieve the Company of any of its obligations under this Agreement. Tenant is entitled to a Security Deposit credit All income earned on the assets held in the amount of $1,911.67 ($32,091.67 - $30,180.00) trust shall be reported as a result of renegotiating income by the existing lease dated December 15Company for federal, 1988state, local and foreign tax purposes.

Security. DEPOSIT Tenant has deposited with Landlord The Borrower agrees that at all times before the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions termination of this Lease to be kept Agreement, payment in full of the Obligations (other than reimbursement and performed by Tenant during indemnity obligations which survive for which the term hereof. If Tenant defaults Borrower has not received a notice of claim and with respect to any provision Letter of Credit Obligations, such obligations that have been cash collateralized on terms and in amounts reasonably acceptable to the applicable Issuing Lenders or other arrangements have been made that are satisfactory to the applicable Issuing Lenders), and termination in full of the Revolving Commitments, the Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral, as required below, subject to any permitted releases pursuant to the terms of this Lease including, but not limited to, Agreement or the provisions relating Security Documents and to the grace periods set forth in Section 5.8 below and Schedule 5.8 with respect to newly created or acquired Subsidiaries or Unrestricted Subsidiaries designated as Restricted Subsidiaries, to secure the performance and payment of rentthe Obligations as set forth in the Security Documents. The Borrower shall, Landlord may and shall cause each Restricted Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (but shall not be required toa) useall Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Borrower; (b) 66% of the outstanding Voting Securities issued by any First Tier Foreign Subsidiary and 100% of the outstanding non-Voting Securities issued by any First Tier Foreign Subsidiary; and (c) all other Properties of the Credit Parties other than Excluded Properties. For the avoidance of doubt, apply or retain all or any part notwithstanding the preceding provisions of this security deposit for the payment of any rent Section 5.7 or any other sum in defaultprovisions of the Credit Documents, or for (i) neither the payment of Borrower nor 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 (5) 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 Domestic Subsidiary shall be a material breach of this Lease. Landlord shall not be required to keep this grant any security deposit separate from interest in more than 66% of the Voting Securities issued by any First Tier Foreign Subsidiary, (ii) neither the Borrower nor any Subsidiary shall be required to grant any security interest in Equity Interests in any Foreign Subsidiary that is not a First Tier Foreign Subsidiary, and (iii) no Foreign Subsidiary or Unrestricted Subsidiary shall be required to grant an Acceptable Security Interest in any of its general fund and Tenant shall not Properties or otherwise be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision bound by the requirements 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Section 5.7.

Security. DEPOSIT Tenant has deposited with Landlord 4.1 Except for unsecured loans, the sum of Thirty Thousand One Hundred Borrower shall provide legal and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as effective security acceptable to the Lender for the faithful performance of its obligations hereunder. A security contract will be entered into separately. 4.2 The Borrower shall promptly notify the Lender of any damage, depreciation, title dispute, seizure or attachment of the collateral hereunder, or unauthorized disposal of the collateral by Tenant of all the termsmortgagor, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to or any provision of this Lease including, but not limited to, the provisions relating adverse change to the payment of rentguarantor’s financial condition, 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 defaultadverse change to the claims of the Lender, and provide other security that is acceptable to the Lender. 4.3 The Lender may conduct regular or ad hoc review of the value of the collaterals and the guarantee capability of the guarantor. If after such review, the Lender considers that the value of the collaterals or the guarantee capability of the guarantor has diminished, the Borrower shall provide additional security or guarantee equivalent to such diminished part of the value of the collateral or the guarantee capability of the guarantor, or for provide other security or guarantee acceptable to the payment Lender. 4.4 Where upon the approval of the Lender, the loan hereunder is secured by a pledge over accounts receivable, the Lender may declare that the loan becomes immediately due and payable, and require the Borrower to immediately repay all or part of the principal and pay the interest of the loan, or provide additional legal, effective and sufficient security acceptable to the Lender, if any 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, the following events occurs within five (5) 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 term of this Lease. Landlord shall Contract: (1) the bad debt ratio in relation to accounts receivable by the pledgor from the payer of such accounts receivable increases for two consecutive months; (2) the accounts receivable that are due but not be required to keep this security deposit separate recovered by the pledgor from its general fund and Tenant shall not be entitled to interest on the payer of such deposit. If Tenant shall fully and faithfully perform every provision accounts receivable represent at least 5% of this Lease the total outstanding accounts receivable to be performed paid by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, such payer to the last assignee of Tenant's interest hereunderpledgor; or (3) at any trade dispute (including without limitation dispute over quality, technology or service) or debt dispute arises between the expiration pledgor of the Lease term. In accounts receivable and relevant payer or other third party, which may prevent 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988accounts receivable from being settled when they become due.

Security. DEPOSIT Tenant has deposited with Landlord 8.1 No later than sixty (60) days after the Effective Date, Seller shall deposit in an escrow account established by PacifiCorp in a banking institution acceptable to both Parties the sum of Thirty Thousand One Hundred and Eighty Dollars $ ($30,180.00“Project Development Security”). Said Such sum shall earn interest at the rate applicable to money market deposits at such banking institution from time to time. In the event that the Commercial Operation Date occurs on or before , 200_, but after the Scheduled Commercial Operation Date, PacifiCorp shall be held by Landlord entitled to withdraw from the escrow account an amount equal to the Delay Liquidated Damages until such time as security for the faithful performance by Tenant of amount in escrow shall be exhausted. If the Commercial Operation Date occurs after , 200 , but before all funds in the terms, covenantsescrow account have been exhausted, and conditions of if Seller at such time does not owe other damages to PacifiCorp, then the escrow account shall be closed and all funds remaining in the escrow account at such time shall be paid to Seller. 8.2 From time to time, Seller shall provide PacifiCorp with security against defaults by Seller under this Lease Agreement in such form and amount as may be reasonably required by PacifiCorp (“Default Security”), and pursuant to such additional agreements or instruments as may be kept and performed reasonably required by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease PacifiCorp, including, but not limited toto letters of credit, escrow accounts, step-in rights, security interests in real property, equipment, fixtures, contracts, permits, easements, rights-of-way, pre-purchased fuel supplies, fuel supply contracts, thermal energy sales contracts, and fuel supply transportation contracts associated with the provisions relating to the payment of rent, Landlord Facility. PacifiCorp may (but shall not be required to) use, apply or retain all or at any part of this security deposit for the payment of any rent or any other sum in defaulttime, or for the 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 (5) 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 pursuant to a Security Deposit credit in request by Seller, recalculate the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating Default Security required pursuant to this paragraph, in which case the PacifiCorp shall increase or decrease the existing lease dated December 15amount of Default Security, 1988as appropriate, to conform the new requirements. At no time shall the amount of Default Security to which PacifiCorp is entitled pursuant to this paragraph be less than PacifiCorp’s Net Replacement Power Costs, as calculated pursuant to Section 11.4. 8.3 If requested by PacifiCorp, Seller shall within thirty (30) days provide PacifiCorp with copies of its most recent annual and quarterly financial statements prepared in accordance with generally accepted accounting principles.

Security. DEPOSIT Section 31.1 As set forth in that certain “Consent and Release” by and between Landlord and Tenant dated the date hereof, Tenant has deposited with Landlord Landlord, a “clean”, unconditional, irrevocable and transferable letter of credit (the “Letter of Credit”) the sum of Thirty One Million Seven Hundred Fifty Thousand One Hundred and Eighty 00/100 Dollars ($30,180.001,750,000.00), issued by and drawn on a bank satisfactory to Landlord and which is a member of the New York Clearing House for the account of Landlord, for a term of not less than one (1) year, as security for: (i) the faithful performance and observance by Assignee (as hereinafter defined) of the terms, covenants, conditions, agreements and obligations of Assignee under the Agreement of Lease dated March 30, 2000 by and between Landlord and Tenant’s predecessor, as amended by that certain First Amendment to Agreement of Lease dated the date hereof (as so amended, the “Prior Lease”) whereby Landlord leased to Tenant the 49th floor in the Building and (ii) the faithful performance and observance by Tenant of the terms, covenants, conditions, agreements and obligations of this Lease, including the surrender of possession of the Premises to Landlord as herein provided. Said Prior Lease was assigned by Tenant to New Mountain Capital LLC (together with its successors and assigns, “Assignee”) pursuant to that certain Assignment and Assumption Agreement dated of even date herewith. The Letter of Credit shall provide (i) for the continuance of such credit for a period of at least one (1) year from the date of delivery of such letter of credit, (ii) for the automatic extension of such Letter of Credit for additional periods of one (1) year from the initial and each future expiration date thereof (the last such extension to provide for the continuance of such Letter of Credit for at least three (3) months beyond August 16, 2010 unless such bank gives Landlord notice (a “Letter of Credit Termination Notice”) of its intention not to renew the Letter of Credit, such Letter of Credit Termination Notice to be given in accordance with Article 26 of this Lease, not less than sixty (60) days prior to the initial or any future expiration date of such Letter of Credit and (iii) that in the event such Notice is given by such bank and Tenant has not provided Landlord with a substitute Letter of Credit which complies with the requirements of this Section 31.1 by the date which is thirty (30) days prior to the expiration of such Letter of Credit, Landlord shall have the right to present the Letter of Credit for payment on such bank at sight, for the balance remaining in such Letter of Credit and apply or retain the whole or any part of the proceeds thereof to the extent permitted herein. If an Event of Default exists in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including the payment of Fixed Rent or any other item of Rental, or if Assignee shall default under any of the terms, covenants, conditions, agreements or obligations of the Prior Lease, Landlord may present the Letter of Credit for payment and apply or retain the whole or any part of the proceeds thereof, as the case may be, to the extent required for the payment of any Fixed Rent or any other item of Rental as to which Tenant is in default or any item of rental as to which Assignee is in default under the Prior Lease or for any sum which Landlord may expend or be required to expend by reason of Tenant’s default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord, or which Landlord may expend or be required to expend by reason of Assignee’s default under any of the terms, covenants, conditions, agreements or obligations of the Prior Lease. If Landlord applies or retains any part of the proceeds of the Letter of Credit following an Event of Default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, Tenant, upon demand, shall deposit with Landlord 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 for in accordance with the faithful performance 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 all Credit or a new Letter of Credit, which amendment or new Letter of Credit shall comply with the terms, covenants, 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) any lack of genuineness, regularity, validity, legality or enforceability, or the voidability, of the Prior Lease or any other agreement or instrument relating thereto; (b) any amendment, restatement, supplement, change or modification of the terms of the Prior Lease; provided, however, that if any such amendment, restatement, supplement, change or modification made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such amendment, restatement, supplement, change or modification shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such amendment, restatement, supplement, change or modification; (c) any change in the time, manner or place of payment, performance or observance of all or any of the Prior Lease obligations or any extensions of time for payment, performance or observance, whether in whole or in part, of the terms of the Prior Lease on the part of Assignee or any successor tenant to be kept and paid, performed or observed, as applicable; provided, however, that if any such change or extension made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such change or extension shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such change or extension; (d) any amendment or waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Tenant during the term hereof. If Tenant defaults Landlord with respect to a departure from, any provision term of this Lease includingthe Prior Lease, but not limited toincluding the waiver of any default by any successor tenant, or the provisions relating 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 payment 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 rentlaw; (g) any assignment, Landlord may conveyance, extinguishment, merger or other transfer, voluntary or involuntary (but shall not be required to) usewhether by operation of law or otherwise), apply or retain of all or any part of this security deposit 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 payment 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 rent 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 sum 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 defaultrespect of the obligations under the Prior Lease; (m) the failure to give Tenant any notices whatsoever; (n) the exercise of any right or remedy under the Prior Lease, or the obtaining of any judgment against Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law, or the taking of any action to enforce the same; or (o) any other circumstance which might in any manner or to any extent constitute a defense available to Tenant, or vary the risk of Tenant, or might otherwise constitute a legal or equitable discharge or defense available to a surety, whether similar or dissimilar to the foregoing; all from time to time before or after any default by any successor tenant under the Prior Lease, and with or without further notice to or assent from Tenant. Tenant acknowledges and affirms that the right of Landlord to draw upon Letter of Credit in respect of the obligations under the Prior Lease shall extend to all amounts which constitute a part of the obligations under the Prior Lease and would be owed by Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law to Landlord under the Prior Lease but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law and such right shall continue to be effective or be reinstated, as the case may be, and the rights of Landlord hereunder shall continue with respect to, any Obligation (or portion thereof) under the Prior Lease at any time paid by Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law which shall thereafter be required to 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 the 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 reason, all as though such Obligation (or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is thereof) had not been so used paid or applied, Tenant shall, within five (5) 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.

Security. DEPOSIT Tenant has deposited 14.1 Prior to the Region disbursing any Regional Funding to the Proponent pursuant to this Agreement, the Proponent shall, at its own expense, and subject to obtaining all necessary consents, execute, register and deliver to the Region the following as collateral security for the repayment of the Regional Funding under this Agreement: a Charge/Mortgage of its interest in the Project Lands, and an Assignment of Rents, in the forms attached hereto as Schedule “G-1” (“Charge/Mortgage”) and Schedule “G-2” (“Assignment of Rents”) (collectively, the “Security”), completed in accordance with Landlord this Agreement together with such security, and on such terms and conditions as the sum Region may reasonably require. The Charge/Mortgage shall have a principal amount equal to the total amount of Thirty Thousand One Hundred the Regional Funding. [NTD: PLEASE NOTE THAT SECURITY REQUIRED WILL BE DETERMINED BY THE REGION ON A PROJECT BY PROJECT BASIS HAVING REGARD TO THE PROJECT APPROVED AND THE RISK TO THE REGION. ADDITIONAL SECURITY COULD INCLUDE A GENERAL SECURITY AGREEMENT AND/OR ASSIGNMENT OF PROJECT DOCUMENTS.] 14.2 The Security shall form a charge against the Project Lands and Eighty associated personal property and is to be registered in the amount of [INSERT] Dollars ($30,180.00[INSERT]), which is the amount of all Funds paid to the Proponent pursuant to this Agreement. Said sum [NTD: PLEASE NOTE THAT SECURITY PRIORITY WILL BE DETERMINED BY THE REGION ON A PROJECT BY PROJECT BASIS HAVING REGARD TO THE PROJECT APPROVED AND THE VARIOUS FUNDING SOURCES. THE REGION WILL ALSO CONSIDER ENTERING INTO A POSTPONEMENT AND STANDSTILL AGREEMENT WITH A SENIOR CONSTRUCTION LENDER BASED UPON THE NATURE OF THE FUNDING SOURCES AND THE RISK TO THE REGION, TO BE DETERMINED IN THE REGION'S SOLE DISCRETION.] 14.3 Advancement of funds under this Charge/Mortgage is subject to registration by the Proponent of the following: (a) a no dealings restriction pursuant to s. 118 of the Land Titles Act (Ontario) indicating that consent of the Region is required prior to mortgaging/charging and/or transferring the Project Lands, or any portion thereof; and (b) notice of this Agreement on title to the Project Lands. No portion of the Regional Funding shall be held by Landlord as security advanced under this Agreement until such registrations have been completed to the full satisfaction of the Region. [NTD: THE REGION MAY WAIVE THE REQUIREMENT FOR A SECTION 118 RESTRICTION ON A PROJECT BY PROJECT BASIS HAVING REGARD TO THE NATURE OF THE PROJECT AND THE RISK TO THE REGION, TO BE DETERMINED IN THE SOLE DISCRETION OF THE REGION.] 14.4 Before the Security and notice of this Agreement are registered, the Proponent shall submit a draft of each to the Region for its approval. The Proponent’s solicitor shall provide a letter to the Region providing: (a) confirmation that the Security and notice of this Agreement have been registered, attaching confirmation of registration documents or copies thereof; (b) the solicitor’s opinion, in form and content satisfactory to the Region, that the Proponent or, if applicable, a related entity, has good and marketable title to the Project Lands, that the Charge/Mortgage has been registered and constitutes a [INSERT] charge against the Project Lands and that there are no outstanding registrations against the title to the Project Lands except for the faithful performance by Tenant Permitted Encumbrances; and (c) that this Agreement and the Security have been duly authorized, executed, delivered, are enforceable in accordance with their terms and do not contravene the constating documents of all the termsProponent or any applicable related entities. The Proponent shall also provide, covenantsor cause to be provided, such corporate resolutions or certificates as the Region may reasonably require in respect of this Agreement, and conditions the Security, which resolutions and certificates shall be delivered concurrently with the provision of the Charge/Mortgage, Assignment of Rents and notice of this Lease Agreement. 14.5 In addition to be kept and performed by Tenant during Section 14.3, advancement of Regional Funding to the term hereof. If Tenant defaults with respect to any Proponent is conditional on the provision of a guarantee from the Guarantors in favour of the Region in respect of the Regional Funding and all other obligations of the Proponent hereunder and under the other Security documents, in accordance with the provisions of Section 34 of the Agreement. [NTD: PLEASE NOTE THAT THE REQUIREMENT FOR A GUARANTEE WILL BE DETERMINED BY THE REGION ON A CASE BY CASE BASIS, HAVING REGARD TO THE PROPONENT AND THE REGISTERED OWNER OF THE LANDS, WHERE DIFFERENT.] 14.6 Without limiting the Proponents’ covenants and the remedies of the Region under this Lease including, but not limited toAgreement and the Security, 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 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 (5) 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 Proponent agrees that a material breach of this Lease. Landlord Agreement shall not be required to keep this security deposit separate from its general fund constitute a breach of the Security, and Tenant a breach of the Security shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision constitute a breach of this Lease Agreement. 14.7 The liability of the Proponent shall be payable immediately upon written demand and such demand shall be conclusively deemed to be performed have been effectively made and given when an envelope containing such demand, addressed to the Proponent is delivered to the attention of the Proponent at the address of the Proponent set forth in this Agreement or at such other address as the Proponent may from time to time designate by itwritten notice to the Region. The liability of the Proponent shall bear interest from the date of such demand and both before and after judgement at the Rate. 14.8 The Region acknowledges and agrees that notwithstanding that section 14.7 of this Agreement provides that the principal secured by the Charge/Mortgage of Land is payable on demand, the security deposit or any balance thereof Region shall be returned have no right to Tenant (or, at Landlord's option, demand payment thereunder except in accordance with the provisions of this Agreement relating to the last assignee of Tenant's interest hereunder) at the expiration of the Lease termpayment. In the event of termination a conflict or inconsistency between the provisions of Landlord's interest this Agreement and the Security, the provisions of this Agreement shall prevail. 14.9 Upon the forgiveness of the entire amount of Regional Funding provided to the Proponent pursuant to Section 13 (Forgiveness and/or Repayment of Funds) of this Agreement, the Region shall provide to the Proponent a discharge, in registerable form, of the Security, to be registered at the sole cost and expense of the Proponent. 14.10 The Proponent acknowledges and agrees that the Region may make a claim or demand payment under the Security, in accordance with the provisions of this LeaseAgreement, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit notwithstanding any limitation period regarding such claim or demand set forth in the amount Limitations Act, 2002 (Ontario) or under any other applicable law with similar effect and, to the maximum extent permitted by applicable law, any limitation periods set forth in such Act or applicable law are excluded. For greater certainty, the Proponent acknowledges that this Agreement and the Security each constitute a “business agreement” as defined under Section 22 of $1,911.67 the Limitations Act, 2002 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Ontario).

Security. DEPOSIT BANK GUARANTY 14.1 As surety to the fulfillment of all the obligations pursuant to this Lease Agreement, the Tenant has deposited with shall present to the Landlord prior to, and as a condition to, entering upon the Demised Premises for the purposes of carrying out the internal work as detailed in Section 4.3 above, an assignable unconditional bank guaranty, made out to the benefit of the Landlord, exercisable in installments, stamped as required by law, at the expense of the Tenant, in the form annexed to this Lease as Exhibit B, to remain in force until 45 days after the end of the Lease Term, in the sum of Thirty Thousand One Hundred and Eighty Dollars $43,500 ($30,180.00forty three thousand five hundred U. S. Dollars). Said sum . 14.2 The Tenant shall bear all the costs of the bank guaranties, including the fees of the guarantor bank. 14.3 The Landlord shall be held by Landlord entitled to exercise the guaranty (or a part thereof, as security for the faithful performance by Tenant of all the terms, covenantscase may be, and conditions in accordance with the amount of the debt) in any case of a fundamental breach of this Lease to be kept and performed Agreement by the Tenant during the term hereof. If Tenant defaults with respect to or in any provision of this Lease including, but not limited to, the provisions relating case in which any funds are due to the payment Landlord from the Tenant, which were not paid when due, provided that the Tenant was provided with 14 days' prior written notice before the drawing down of rentthe guaranty. 14.4 The foregoing notwithstanding, it is agreed that the Tenant may provide the Landlord may with a bank guaranty for a shorter period of time on condition that the Tenant sees to it that the effectiveness of the guaranty is extended from time to time at least fourteen (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 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 (514) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit prior to its original amount and Tenant's failure to do so shall be a material breach of this Lease. anticipated expiration date. 14.5 If the Tenant does not present the Landlord with an alternative bank guaranty at the aforesaid time, then the 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 exercise the full bank guaranty in its possession, provided it notifies the 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, in writing 14 days prior to the last assignee of Tenant's interest hereunder) at the expiration drawing down 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988guaranty.

Security. DEPOSIT Tenant has deposited with Landlord 7.1. When a governing body of any jurisdiction in which the sum Ceding Company legally operates or to which it submits requires as a condition to credit for the reinsurance provided by this Agreement that the Reinsurer delivers securities legally pledged for the benefit of Thirty Thousand One Hundred the Ceding Company or deposit funds legally pledged for the benefit of the Ceding Company, the Reinsures shall deliver such securities or deposit such funds in the form and Eighty Dollars ($30,180.00)amount necessary to permit the Ceding Company to avoid on any statutory financial statement filed by the Ceding Company the penalty to surplus which would result from the loss of credit for the reinsurance. 7.2. Said sum Notwithstanding any other provisions of this Agreement, it is agreed that any securities pledged to the Ceding Company pursuant to section 7.1 of this Article 7 shall be held securities which are of a type and quality acceptable to the governing body of any jurisdiction in which the Ceding Company operates which has required the pledge of securities in Section 7.1 and be drawn upon and utilized by Landlord as security the Ceding Company or its successors in interest only for one or more of the following purposes: (a) to reimburse the Ceding Company for losses and loss expenses paid by the Ceding Company under this Agreement; (b) to fund an account with the Ceding Company in an amount at least equal to the deduction allowed for the faithful performance reinsurance provided by Tenant of all this Agreement, from the termsCeding Company’s liabilities for policies ceded under this Agreement, covenantssuch amount to include, 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 includingif applicable, but not be limited to, amounts for Contingency Reserves, loss reserves for paid, reported and incurred but not reported (“IBNR”) losses, loss expense reserves and unearned premium reserves; or (c) to pay any other amounts the provisions relating to Ceding Company claims are due under this Agreement or under applicable law. All of the payment foregoing should be applied without diminution because of rent, Landlord may (but shall not be required to) use, apply or retain all or any insolvency on the part of the Ceding Company or Reinsurer. 7.3. If the Reinsurer elects to provide a Letter of Credit under section 7.1 of this security deposit Article, the Reinsurer shall cause the Letter of Credit to be issued, in place and effective no later than the “as of date” of the first quarterly filing prepared by the Ceding Company for the payment of any rent or any other sum in default, or for appropriate regulatory authority after the 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 (5) 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 effective date 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Agreement.

Security. DEPOSIT Tenant has deposited with Landlord Upon the sum termination of Thirty Thousand One Hundred and Eighty Dollars 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 ($30,180.0050,000,000), 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. Said sum 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 terms hereof. HPT shall be entitled to apply any cash collateral held by Landlord as security for it or the faithful performance by Tenant of all the terms, 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 Collateral Agent to the payment overdue obligations of rent, Landlord the Guarantor hereunder in such order and at such times as HPT may (but determine in its sole judgment. Any cash collateral held by HPT shall not be required to) usecommingled with its other funds, 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 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 (5) 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 Leaseinvested, at the Guarantor's risk, in interest bearing investments reasonably acceptable to the Guarantor. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant shall not be entitled to Any interest on such deposit. If Tenant cash collateral, and any losses in such investments, shall fully and faithfully perform every provision of this Lease belong 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988IHG.

Security. DEPOSIT Concurrently with the execution of this Lease, Tenant has deposited shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of Thirty Thousand One Hundred and Eighty Dollars $117,970.78 ($30,180.00the "Security Deposit"). Said , which sum shall be held retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of all the terms, covenants, terms and conditions covenants of this Lease to be kept and performed by Tenant during the term hereofLease. If Tenant defaults with respect to It is agreed that Landlord, at Landlord's option, may at any provision of this Lease including, but not limited to, the provisions relating to time apply said sum or any part thereof toward the payment of rentthe rents and all other sums payable by Tenant under this Lease, Landlord may (but shall not be required to) use, apply or retain all or any part and towards the performance of this security deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason each and every of Tenant's default to compensate Landlord 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 other loss or damage which amounts that such sum shall be insufficient to pay; that Landlord may suffer by reason of Tenant's default. If exhaust any portion or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said deposit is so used or appliedSecurity Deposit, then Tenant shall, within five (5) days after written demand therefor, deposit cash with shall pay Landlord in an amount a sum sufficient to restore the security deposit to its original the then-required amount and Tenant's failure to do so (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 a material breach returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to keep this pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit separate from its general fund and in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall not be entitled have seven (7) days 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 make said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988payment.

Security. DEPOSIT Tenant has deposited with Landlord Owner the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 38,000 as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during lease; it is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, Landlord Owner may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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, default or for the payment of any amount sum which Landlord Owner may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Leaselease, including but not limited to, and damages or deficiency in the re-letting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itlease, the security deposit or any balance thereof shall be returned to Tenant within sixty (or, at Landlord's option, to 60) days after the last assignee of Tenant's interest hereunder) at date fixed as the expiration end of the Lease termand after delivery of entire possession of the demised premises to Owner. In the event of termination a sale of Landlord's interest in this Leasethe land and building or leasing of the building, Landlord 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 deposit security; and it is agreed that the provisions hereof shall apply to Landlord's successor in interestevery transfer or assignment made of the security to a new Owner. Tenant is entitled further covenants that it will not assign or encumber or attempt to a Security Deposit credit in assign or encumber the amount of $1,911.67 ($32,091.67 - $30,180.00) monies deposited herein as a result of renegotiating the existing lease dated December 15security and that neither Owner nor its successors or assigns shall be bound by such assignment, 1988.encumbrance, attempted assignment or attempted encumbrance. See Attached Rider, ▇▇▇▇▇▇▇▇▇ ▇▇

Security. DEPOSIT Tenant has deposited This Mortgage shall secure not only presently existing obligations under the Deferral Agreement and the other Fund Documents (including, without limitation, the Guarantee), but also future financial accommodations that constitute Obligations under the Deferral Agreement (whether such accommodations are obligatory or are to be made at the option of Mortgagee, or otherwise), to the same extent and with Landlord the sum same priority as if such future accommodations were made on the date of Thirty Thousand One Hundred the execution of the Original Mortgage, and Eighty 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 ($30,180.00[ ]). Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenantsplus interest thereon, and conditions of this Lease to be kept and performed any disbursements made 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 Mortgagee for the payment of any rent or any other sum in defaulttaxes, special assessments, or for insurance on the 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 appliedMortgaged Property, Tenant shall, within five (5) 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 disbursements; provided, however, that the foregoing limitation shall fully apply only to the maximum amount of the lien created by this Mortgage, and faithfully perform every provision it shall not in any manner limit, affect or impair any grant of a security interest or other right in favor of Mortgagee or the Funds under the provisions of the Deferral Agreement or under any of the other Fund Documents at any time executed by Obligors or Mortgagor or any Guarantor.] [OR] [This Mortgage secures all present and future Obligations under the Deferral Agreement, and all other sums from time to time owing to the Funds by Obligors and/or Mortgagor under the Fund Documents.] To the fullest extent permitted by applicable law, the lien of this Lease Mortgage, as to be performed 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 Mortgaged Property secured 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Mortgage).

Security. DEPOSIT Tenant has deposited with Landlord 10.1 The Borrower hereby hypothecates and charges in favour of the sum Lender as and by way of Thirty Thousand One Hundred and Eighty Dollars first charge on the said Vehicle for the payment to the Lender of all the Outstanding Dues ($30,180.00"Security"). Said sum The Vehicle shall remain a continuing security to the Lender binding upon the Borrower and the Security shall not be discharged until the full repayment of all the Outstanding Dues to the satisfaction of the Lender. 10.2 The Borrower hereby agrees to obtain an endorsement of the hypothecation on the Registration Certificate from the concerned Registering Authority and submit a copy of the invoice and the Registration Certificate containing the endorsement of hypothecation of the Vehicle in favour of the Bank, within 90 days from the execution of this Loan agreement. Provided that if the Vehicle (to be acquired) has not been delivered to and/ or registered (wherever applicable) in the name of the Borrower at the time of signing of this Agreement, the particulars of the Vehicle shall be held informed in writing by Landlord the Borrower within two calendar days of such delivery and / or registration, whereupon such writing shall deemed to form part of this Agreement. 10.3 The Borrower hereby agrees that the Lender is not responsible for delivery of duly endorsed Registration Certificate and that the Borrower shall not withhold payment of EMI on the ground that Registration Certificate has not been delivered. 10.4 The Borrower hereby expressly and irrevocably agrees that they shall be estopped from taking the plea that on the date this Agreement was signed the exact details of the Vehicle were not available. 10.5 The charge created by the Borrower shall stand as security for the faithful performance repayment and payment by Tenant the Borrower the Facility granted by the Lender together with all Outstanding Dues. The Borrower hereby agrees that any and all filings made and any endorsement on the Registration Certificate obtained from the concerned Registering Authority in relation to the hypothecation and charge created over the Vehicle shall be deemed to have been filed/obtained (as the case may be) for the purpose of the Facility and all the termsOutstanding Dues. 10.6 The charge herein created shall continue unless and until the Lender issues a certificate discharging the security created herein and shall not affect, covenantsimpair or discharge the liability of the Borrower by winding up (voluntary or otherwise) or by any merger or amalgamation, reconstruction, takeover of the management, dissolution or nationalization (as the case may be) of the Borrower. 10.7 The hypothecation and conditions charge in favour of the Lender shall be deemed to take place immediately on signing of this Lease Agreement or delivery of the Vehicle, as the case may be, whichever is earlier. 10.8 Without prejudice to the aforesaid, the Borrower hereby agree to create such Further/additional security as the Lender may at its sole and absolute discretion deem necessary for the purpose of securing the Facility and all the Outstanding Due. 10.9 The Borrower shall execute any bonds, promissory notes for the Facility and all such documents, power of attorney(s)/undertakings and Agreements as may be kept and performed required by Tenant the Lender at any time during the term hereof. If Tenant defaults with respect to any provision currency of this Lease including, but not limited to, Facility and/or the provisions relating to the payment of rent, Landlord may (but Outstanding Dues. 10.10 The Borrower shall not be required to) usesell, apply charge, lease, surrender, assign, transfer, let, further encumber or retain all otherwise howsoever alienate, transfer, create interest in favour of any other person or deal with/in the Vehicle(s)/Security or any part thereof during the continuation of the obligations under this Agreement. 10.11 The Borrower shall, if required by the Bank: i) Comprehensively insure and keep insured the Vehicle(s) with an insurance company against loss by fire, earthquake, floods and any loss or damage to the Vehicle(s) due to any force majeure or Act of God or the damages; ii) Obtain insurance cover against the risk of death and injury to the Borrower, with the Bank as sole beneficiary or the first loss payee and submit to the Bank, original insurance policy document(s) and premium/a payment receipts thereof. 10.12 The Borrower irrevocably nominate, constitute and appoint the Bank to the true and lawful attorney of the Borrower in the same and for and on behalf the Borrower to do, execute and perform or cause to be done, executed and performed all the following acts, deeds and things or any of them: i) To create security in favour of the Bank in any form and manner acceptable to the Bank over the Vehicle. ii) To deposit title deeds/documents evidencing title with the Bank and/or make, execute, sign and deliver in favour of the Bank any documents in respect of the aforesaid, in a form and manner satisfactory to the Bank for the payment purpose of any rent creation of Security. iii) To apply for and obtain the necessary certificate or any other sum in default, certificate/ approvals/permissions/consents/licences that may be necessary or required for the payment creation/perfection/registration of any amount which Landlord may spend the Security as mentioned above and all other deeds or become obligated documents and for the above purpose, to spend by reason appear for and on behalf of Tenant's default to compensate Landlord for the Borrower before the income tax authorities and/or any other loss statutory/regulatory authority or damage which Landlord person in any jurisdiction as may suffer by reason be necessary for the purpose aforesaid and/or if need be to pay or discharge any tax liability for and on behalf and ▇▇▇▇▇▇▇▇ reimbursing all such sums and may have been so paid and without prejudice to claim such reimbursement and to debit such amount to the account of Tenant's default. If any portion of said deposit is so used the Borrower carrying interest at the stipulated rate together with Default Charges. iv) To do or applied, Tenant shall, within five (5) 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 cause to be performed by itdone all such acts, deeds and things as may be necessary or proper for the security deposit effectual completion, perfection and registration, if required, of all other deeds and documents. v) To do or any balance thereof shall cause to be returned to Tenant (ordone all other acts, at Landlord's optiondeeds, matters or things which the bank may deem necessary or expedient for the purpose of or in relation 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Security.

Security. DEPOSIT Tenant has deposited with Landlord (a) On the sum date hereof, the Company shall purchase the New Pledged Securities, and at all times, subject to the Amended and Restated Pledge Agreement, pledge to the Trustee the Pledged Securities as security for the benefit of Thirty Thousand One Hundred the Holders. The Pledged Securities must be in such amount as will be sufficient upon receipt of scheduled interest on and Eighty Dollars ($30,180.00)principal payments of such Pledged Securities, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide for payment in full of the fourth and fifth scheduled interest payments due on the Outstanding Notes. Said sum The Pledged Securities shall be pledged by the Company to the Trustee for the benefit of the Holders pursuant to the Amended and Restated Pledge Agreement and shall be held by Landlord the Trustee in the Escrow Account pending disposition pursuant to the Amended and Restated Pledge Agreement. (b) Each Holder, by its continued acceptance of a Note, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions 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 Amended and Restated Pledge 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 be reasonably necessary or proper, or as may be required by the provisions of the Amended and Restated Pledge Agreement, to assure and confirm to the Trustee the security interest in the Pledged Securities contemplated hereby, by the Amended and Restated Pledge 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 Company shall take, or shall cause to be taken, any and all actions reasonably required (and any action reasonably requested by the Trustee) to cause the Amended and Restated Pledge Agreement to create and maintain, as security for the faithful performance by Tenant obligations of the Company under this Indenture and the Notes, valid and enforceable first priority liens in and on all the termsPledged Securities, covenantsin favor of the Trustee, superior to and prior to the rights of the third Persons and subject to no other Liens. (c) The release of any Pledged Securities pursuant to the Amended and Restated Pledge 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 Amended and Restated Pledge 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 Amended and Restated Pledge Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Amended and Restated Pledge 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 appraiser or other expert selected or approved by the Company in the exercise of reasonable care. (d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Amended and Restated Pledge Agreement, to be complied with. The Trustee may, to the extent permitted by Section 602 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 conditions at the request of this Lease 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 Amended and Restated Pledge 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 kept 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 interest of the Holders of the Trustee). AMENDMENTS TO "DEFEASANCE AND COVENANT DEFEASANCE" SECTION 130. AMENDMENTS TO ARTICLE 13. Article 13 of the Indenture is hereby amended by deleting the existing Article 13 in its entirety and performed replacing it with the following: SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance. The Company may, at its option by Tenant during the term hereof. If Tenant defaults Board Resolution, at any time, with respect to any provision of this Lease includingthe Notes, but not limited to, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance with 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 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 (5) 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 conditions set forth below in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Article Thirteen.

Security. DEPOSIT Tenant has deposited with Landlord (a) Within two (2) business days after the sum full execution of Thirty Thousand this Sublease and receipt of Prime Landlord’s Consent to the Sublease, Subtenant shall deliver to Sublandlord an irrevocable, clean, commercial letter of credit in favor of Sublandlord, in form and substance reasonably acceptable to Sublandlord, in the amount of One Million One Hundred Seventy Six Thousand Eighteen and Eighty 48/100 Dollars ($30,180.001,176,018.48) (“LC”). Said sum shall be held , issued by Landlord a United States financial institution reasonably acceptable to Sublandlord (“LC Bank”), as security for the full and faithful performance and observance by Tenant Subtenant of all the terms, covenants, and conditions of this Lease Sublease. The use, application, or retention of the LC, or any portion thereof, by Sublandlord shall not prevent Sublandlord from exercising any other right or remedy provided by this Sublease or by law, it being intended that Sublandlord shall not first be required to proceed against the LC, and the LC shall not operate as a limitation on any recovery to which Sublandlord may otherwise be kept entitled. Subtenant shall cause the LC to remain in full force and performed by Tenant effect during the term hereof. If Tenant defaults with respect entire Term and thereafter until sixty (60) days after the natural expiration or earlier termination (not due to any provision an Event of Default (defined hereafter)) of this Lease includingSublease. (b) Immediately upon, but not limited toand at any time or from time to time after, the provisions relating occurrence of an Event of Default, Sublandlord will have the unconditional right to draw on the LC at the LC Bank’s Manhattan offices located in New York, New York to the payment extent necessary: (i) to cure any default of rent, Landlord may Subtenant’s; (but shall not be required toii) use, apply or retain all or any part of this security deposit for the payment of any rent or to pay any other sum in default, or for the payment of any amount to which Landlord may spend or become Sublandlord becomes obligated to spend by reason of Tenant's default a Subtenant default; or (iii) to compensate Landlord Sublandlord for any other monetary loss or damage which Landlord may suffer Sublandlord suffers thereby arising from a default by Subtenant. Upon the payment to Sublandlord of the proceeds of any draw or draws made by Sublandlord under the LC, together with any and all interest accruing thereon (collectively, “Draw Proceeds”), Sublandlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds: (i) to cure any default of Subtenant’s; (ii) to pay any other sum to which Sublandlord becomes obligated by reason of Tenant's a Subtenant default; or (iii) to compensate Sublandlord for any monetary loss or damage which Sublandlord suffers thereby arising from a default by Subtenant. If Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent, nor a measure of Sublandlord’s damages resulting from any portion default by Subtenant hereunder (past, present, or future). Further, immediately upon the occurrence and during the continuance of said deposit any Event of Default, Sublandlord may, from time to time and without prejudice to any other remedy, use the Draw Proceeds (whether from a contemporaneous or prior draw on the LC) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, and/or to pay to Sublandlord any and all amounts to which Sublandlord is so used entitled in connection with the pursuit of any one or applied, Tenant shall, within more of its remedies hereunder. Any delays in Sublandlord’s draw on the LC or in Sublandlord’s use of the Draw Proceeds as provided in this Section will not constitute a waiver by Sublandlord of any of its rights hereunder with respect to the LC or the Draw Proceeds. Within five (5) business days after written demand thereforthe application of the Draw Proceeds, deposit cash with Landlord in an amount sufficient Subtenant will cause the LC to restore the security deposit be replenished to its original full amount thereunder. Sublandlord will not be liable for any indirect, consequential, special, or punitive damages incurred by Subtenant arising from a claim that Sublandlord violated the bankruptcy code’s automatic stay in connection with any draw by Sublandlord of any Draw Proceeds, Sublandlord’s liability (if any) under such circumstances being limited to the reimbursement of direct costs as and Tenant's failure to do so shall be a material breach the extent expressly provided in this Section. Nothing in this Sublease or in the LC will confer upon Subtenant any property rights or interests in any Draw Proceeds; provided, however, that within sixty (60) days after the natural expiration or earlier termination (not due to an Event of Default (defined hereafter)) of this Lease. Landlord shall not be required Sublease, and after application of any proceeds towards any default by Subtenant hereunder, Sublandlord agrees to keep this security deposit separate from its general fund return any remaining unapplied balance of the Draw Proceeds then held by Sublandlord, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully the LC itself (if 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 extent not previously drawn in full) to the Subtenant. Subtenant acknowledges that Sublandlord has the right to transfer its interest hereunder) at the expiration of the Lease term. In in this Sublease, and Subtenant agrees that in the event of termination any such transfer, Sublandlord shall have the right, at Subtenant’s sole cost and expense, to transfer or assign the LC and/or the Draw Proceeds to the transferee. In such event, Subtenant shall look solely to such transferee for return of Landlord's interest in this Leasethe LC and/or the Draw Proceeds so transferred. Subtenant shall, Landlord shall within ten (10) business days of request by Sublandlord, execute such further instruments or assurances as Sublandlord may reasonably deem necessary to evidence or confirm Sublandlord’s transfer said deposit or assignment of the LC and/or Draw Proceeds to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988such transferee or mortgagee.

Security. DEPOSIT Tenant As security for performance of obligations under this Agreement, the Borrower shall: ¨ Procure registration of land mortgage - , together with structures thereon in the amount, and under the conditions, method and mortgage agreement form as prescribed by the Lender; ¨ Procure registration of vessel mortgage - , in the amount, and under the conditions, method and mortgage agreement form as prescribed by the Lender promptly as may be practical, but no later than , and during such time that it is unable to do as required, the Borrower covenants that it shall not encumber or create any preferential right over such vessel in favor of any person; þ Procure registration of machinery mortgage pursuant to the details in Annex C attached hereto and deemed part hereof, in the amount, and under the conditions, method and mortgage agreement form as prescribed by the Lender promptly as may be practical, but no later than four months from the date of completion of installation of the machinery, and during such time that it is unable to do as required, the Borrower covenants that it shall not encumber or create any preferential right over such machinery in favor of any person; ¨ Procure the pledge of - to the Lender in the amount, and under the conditions, method and pledge agreement form as prescribed by the Lender; þ Procure that Fabrinet in Cayman Islands provide a guarantee for the Borrower’s debts, to the Lender in the amount, and under the conditions, method and guarantee form as prescribed by the Lender; ¨ Procure - under the conditions, method and agreement form as prescribed by the Lender; ¨ Procure the confirmation by - , who has deposited with Landlord mortgage/pledged/placed property or done anything in favor of the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord Lender as security for payment of the faithful performance Borrower’s debts that such security remains to be the security under this Agreement by Tenant entering into any juristic acts and/or dong any acts as required by the Lender in all respects; ¨ - . During the time the Borrower’s obligations under this Agreement are outstanding, the Borrower acknowledges that, if the Lender considers that the value of all the termsproperty provided as security decreases or fails to cover the Borrower’s obligations under this Agreement, covenantsthe Borrower shall proceed to register and/or enter into other mortgage, pledge, guarantee and/or encumbrance agreements over any property or person acceptable by the Lender, in the amount, and conditions of this Lease to be kept under the conditions, method and performed agreement form as prescribed by Tenant during the term hereofLender. 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 The Borrower also covenants that it shall not be required to) usefurther mortgage, apply pledge or retain all or create any part of this encumbrance over the property provided as security deposit for the payment of any rent or any other sum in defaultas mentioned above, or for the 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 (5) 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 create any preferential right or charge over such property, unless the prior written consent 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Lender has been obtained.

Security. DEPOSIT Tenant has deposited with Landlord The Borrower’s obligation to pay the sum principal of Thirty Thousand One Hundred and Eighty Dollars interest on the Note and any other amounts payable by the Borrower hereunder ($30,180.00the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the Net Revenues, the I-70 MEXL Revenue Account and the I-70 MEXL Operating Account, and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the termsThe Borrower hereby pledges, covenantson a first lien basis, 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 the Loan Obligations: (a) the Net Revenues, (b) all Net Revenues (and the earnings thereon) on deposit in the I-70 MEXL Revenue Account; and (c) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement, including all moneys on deposit in the I-70 MEXL Operating Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any rent payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject to the lien of such pledge without any physical delivery or other act, and the lien of such pledge shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded or filed. The pledge of the Collateral pursuant to this Section does not limit the Borrower’s rights to withdraw money from the I-70 MEXL Revenue Account or the I-70 MEXL Operating Account pay for all lawful expenses and obligations of the Borrower related to the I-70 MEXL Project. Section ▇▇-▇▇-▇▇▇ 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 other sum in default, or for of the payment provisions of any amount which Landlord may spend or become obligated the Supplemental Public Securities Act. The Borrower hereby elects to spend by reason apply all of Tenant's default the Supplemental Public Securities Act 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 (5) 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 itAgreement, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to Loan and 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Note.

Security. DEPOSIT Tenant has deposited (a) On the Closing Date, the Company shall (i) enter into the Pledge Agreement and comply with Landlord the sum terms and provisions thereof and (ii) purchase the Pledged Securities to be pledged to the Trustee for the benefit of Thirty Thousand One Hundred the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities, in the 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 Notes. The Pledged Securities shall be pledged by the Company to the Trustee for the benefit of the Holders and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord the Trustee in the Pledge Account pending disposition pursuant to the Pledge Agreement. In the event the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective on or prior to January 15, 1998, and the interest rate on the Notes is increased by .5% per annum as required by this Indenture and the Notes Registration Rights Agreement, the Company shall purchase and deliver to the Trustee additional Pledged Securities in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of all Pledged Securities thereafter held in the Pledge Account, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide payment for the first six scheduled interest payments due on the Notes (assuming the additional .5% per annum remains in effect for the entire period). The additional 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 Pledge Account. (b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions 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 Pledge Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Trustee, or as may be required by the provisions of the Pledge Agreement, to assure and confirm to the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge 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 and therein expressed. The Company shall take, or shall cause to be taken, upon request of the Trustee, any and all actions reasonably required to cause the Pledge Agreement to create and maintain, as security for the faithful performance by Tenant obligations of the Company under this Indenture and the Notes, valid and enforceable first priority liens in and on all the termsPledged Securities, covenantsin favor of the Trustee, superior to and conditions prior to the rights of third Persons and subject to no other Liens. (c) The release of any Pledged Securities pursuant to the Pledge Agreement will not be deemed to impair the security under this Lease Indenture in contravention of the provisions hereof if and to be kept the extent the Pledged Securities are released pursuant to this Indenture and performed by Tenant during the term hereofPledge Agreement. If Tenant defaults with respect to any provision of this Lease including, but not limited toTo the extent applicable, the provisions Company shall cause TIA Section 314(d) relating to the payment release of rent, Landlord may (but shall not be required to) use, apply property or retain all or any part securities from the Lien and security interest of this security deposit for the payment Pledge Agreement and relating to the substitution therefor of any rent property or any other sum securities to be subjected to the Lien and security interest of the Pledge 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 defaultcases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, or for the 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 (5) 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 Person shall be a material breach an independent engineer, appraiser or other expert selected by the Company. (d) The Company shall cause TIA Section 314(b), relating to opinions 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 counsel regarding the Lien under the Pledge Agreement, to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's optioncomplied with. The Trustee may, to the last assignee extent permitted by Sections 7.01 through 7.03 hereof, accept as conclusive evidence of Tenant's interest hereundercompliance with the foregoing provisions the appropriate statements contained in such instruments. (e) at The Trustee may, in its sole discretion and without the expiration consent of the Lease termHolders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement necessary or appropriate in order to (i) enforce any of the terms of the Pledge Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company thereunder. In The Trustee shall have power to institute and to maintain such suits and proceedings as the event Trustee may reasonably deem expedient to preserve or protect its interests and the interests 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 the Holders in the amount Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of $1,911.67 ($32,091.67 - $30,180.00) as a result 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 renegotiating the existing lease dated December 15, 1988Holders or of the Trustee).

Security. DEPOSIT (a) Tenant has deposited with shall deliver to Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held upon execution hereof by Landlord Tenant, as security for the faithful performance of Tenant’s obligations under this Lease, either an unconditional, clean, irrevocable letter of credit in the amount of $128,282.00 (“Security Deposit Amount”) in the form annexed hereto as Exhibit G and issued by Tenant a bank reasonably satisfactory to Landlord (the “Letter of all Credit”) or a cash security deposit by certified check or wire transfer in the terms, covenants, amount of the Security Deposit Amount (the “Cash Security”). The Letter of Credit shall provide that it is assignable by Landlord without charge and conditions shall either (i) expire on the date which is 60 days after the expiration or earlier termination of this Lease to (the “LC Date”) or (ii) be kept and performed by Tenant during automatically self-renewing until the term hereofLC Date. If any Letter of Credit is not renewed at least 60 days prior to the expiration thereof or if Tenant defaults with respect to any provision holds over in the Premises without the consent of Landlord after the expiration or termination of this Lease including, but not limited to, the provisions relating to the payment of rentLease, Landlord may (but shall not be required to) use, apply or retain all or any part draw upon the Letter of this Credit and hold the proceeds thereof as security deposit for the performance of Tenant’s obligations under this Lease. Landlord may draw on the Letter of Credit (or the proceeds thereof) and/or the Cash Security to remedy defaults by Tenant in the payment or performance of any rent or of Tenant’s obligations under this Lease (including, without limitation, (i) any other sum in default, or for the payment of any amount which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default ’s default, and/or (ii) any damages to compensate Landlord for any other loss or damage which Landlord may suffer is entitled pursuant to this Lease, whether such damages accrue before or after summary proceedings or other reentry by reason of Tenant's defaultLandlord). If any portion Landlord shall have so drawn upon the Letter of said deposit is so used Credit (or appliedthe proceeds thereof) and/or Cash Security, Tenant shall, within five (5) days after written demand thereforof demand, deposit cash with Landlord in an a sum equal to the amount sufficient to restore the security deposit to its original amount and Tenant's so drawn by Landlord. The failure to do so make such deposit within such five (5) day period shall be a material breach deemed an Event of this LeaseDefault hereunder. Landlord shall not be required to keep deposit the Cash Security into an interest bearing account. (b) Provided Tenant is not in default under this security deposit separate from its general fund Lease and Tenant shall not be entitled has surrendered the Premises to interest on such deposit. If Tenant shall fully Landlord in accordance with all of the terms and faithfully perform every provision conditions of this Lease to be performed by itLease, on or before the security deposit or any balance thereof LC Date: (i) Landlord shall be returned return to Tenant the Letter of Credit (or, at Landlord's option, or the proceeds thereof) and/or Cash Security then held by Landlord or (ii) if Landlord shall have drawn upon such Letter of Credit (or the proceeds thereof) and/or Cash Security to remedy defaults by Tenant in the last assignee payment or performance of any of Tenant's interest hereunder) at the expiration of the Lease term. In the event of termination of Landlord's interest in ’s obligations under this Lease, Landlord shall return to Tenant that portion, if any, of the proceeds of the Letter of Credit and/or Cash Security remaining in Landlord’s possession. (c) Upon a sale or other transfer said deposit of the Land or the Building (or both), Landlord shall transfer the Letter of Credit or the cash proceeds and/or Cash Security to its transferee. With respect to the Letter of Credit, within 5 days after notice of such transfer, Tenant, at its sole cost, shall (if required by Landlord's successor ) arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord in interestthe foregoing notice or have the Letter of Credit reissued in the name of the new landlord. Upon such transfer of the Security Deposit, Tenant shall look solely to the new landlord for the return of the Security Deposit (or remaining portion thereof) and thereupon Landlord shall without any further agreement between the parties be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant is entitled shall not assign or encumber or attempt to a assign or encumber the Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15and neither Landlord nor its successors or assigns shall be bound by any such action or attempted assignment, 1988or encumbrance.

Security. DEPOSIT Tenant has deposited shall deposit with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 44,000 upon the signing of this lease as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during lease. It is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease includinglease, including but not limited to, the provisions relating to the payment of rent and additional rent, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit so deposited to the extent required for the payment of any rent and additional rent or any other sum in default, or for the payment of any amount which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Leaselease, including but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Landlord shall 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itlease, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to after the last assignee of Tenant's interest hereunder) at date fixed as the expiration end of the Lease termand after delivery of entire possession of the demised premises to Landlord. In the event of termination a sale of Landlord's interest in this Leasethe 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 deposit security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord's successor in interest. 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 entitled to a Security Deposit credit not in default in the amount performance of $1,911.67 ($32,091.67 - $30,180.00) as 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 result written demand therefor no later than January 31st in each year. * Less standard management charge of renegotiating the existing lease dated December 15, 19881%.

Security. DEPOSIT Tenant has deposited shall deposit with Landlord unconditional “evergreen” letters of credit in substantially the sum form set forth in Schedule F attached hereto from a recognized commercial banking institution located in the State of Thirty Thousand One Hundred New Jersey or the City of New York and Eighty Dollars having a net worth of at least $500,000,000.00 as follows: in the amount of $1,500,000.00 concurrently with the execution of this Lease; and in the amount of $1,225,000.00 within ten ($30,180.00)10) business days after the execution of this Lease. Said sum The letters of credit (or renewals thereof) shall not expire earlier than the date that is sixty (60) days after the Expiration Date, provided, that, if Tenant is unable to obtain a letter of credit expiring as of such date, (i) such letter of credit with the “evergreen” renewals shall have a term of at least three (3) years, and (ii) Tenant shall deliver to Landlord a new letter of credit satisfying the provisions of this Section (a) at least sixty (60) days prior to the final expiration date of the expiring letter of credit and, if Tenant fails to timely provide Landlord with such replacement letter of credit, Landlord will have the right to cash the letters of credit and retain the proceeds as security hereunder. The letters of credit will be held by Landlord as security for the full and faithful performance of Tenant’s obligations under this Lease. The letters of credit must be payable upon sight draft, together with a certification from Landlord that Tenant is in default under this Lease beyond any applicable notice and grace period. If (i) any Basic Rent, Additional Rent or other sum payable by Tenant to Landlord is not paid when due beyond any applicable notice and grace period, or (ii) Landlord makes any payments on behalf of all Tenant after the termsexpiration of any applicable notice and grace period, covenants, and conditions or (iii) Tenant fails to perform any of its obligations under this Lease to be kept beyond any applicable notice and performed by Tenant during grace period, then, in each case, Landlord will have the term hereof. If Tenant defaults with respect right, without prejudice to any provision other remedy Landlord may have, to draw down such letters of this Lease includingcredit to compensate or reimburse Landlord, but not limited toas the case may be, the provisions relating to toward the payment of rentBasic Rent, Landlord may (but shall not be required to) use, apply Additional Rent or retain all or any part of this security deposit for the payment of any rent or any other such sum in defaultpayable hereunder, or for the 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 sustained by Landlord may suffer by reason on account of Tenant's ’s default. The Security will not be deemed to be (x) a limitation on Landlord’s damages or other rights and remedies available under this Lease or at law or equity, (y) a payment of liquidated damages, or (z) an advance of the Basic Rent or Additional Rent. If Landlord uses, applies, or retains all or any portion of said deposit is so used or appliedthe Security, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to shall immediately restore the security deposit Security to its original amount amount. If the letters of credit require renewal, Tenant shall furnish to Landlord evidence of such renewal at least thirty (30) days prior to the expiration date of the letters of credit. If Tenant fails to timely provide Landlord with such evidence of renewal, Landlord will have the right to cash the letters of credit and Tenant's failure to do so shall be a material breach of this Leaseretain the proceeds as security hereunder. Landlord shall will not be required to keep this any cash security deposit separate from its general fund own funds. Landlord will have no fiduciary responsibilities or trust obligations with regard to any cash security and will not be obligated to pay Tenant any interest on any cash security. Tenant shall not assign, pledge, hypothecate, mortgage or otherwise encumber the Security. Provided that Tenant is not in default of any monetary obligations or any other material obligations hereunder, then, on the three (3) year anniversary of Tenant’s commencement of the payment of Basic Rent, and continuing on each anniversary thereafter, Tenant shall be entitled to interest on a ten percent (10%) reduction in the amount of the Security, until such deposittime that the Security is an amount equal to three (3) months of the then escalated Basic Rent. 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 the reductions in the amount of $1,911.67 Security as set forth in the immediately preceding sentence, Tenant shall deliver to Landlord either ($32,091.67 - $30,180.00i) as a result of renegotiating an amendment to the existing lease dated December 15letters of credit evidencing such reduced amount, 1988or (ii) new letters of credit complying with the provisions of this Article 28 in such reduced amount to replace the letters of credit then being held by Landlord. Upon receipt of any such new letters of credit, Landlord shall return the letters of credit then being held by Landlord to Tenant. All terms applicable to the Security under this Article 28 shall otherwise apply.

Security. DEPOSIT Tenant has deposited As a general and continuing collateral security for the performance of the obligations of the Borrower towards the Lender under this Agreement and the Security Documents and the obligation to repay in principal, interest and accessories and upon the terms and conditions provided for hereunder and thereunder, all present and future Indebtedness of the Borrower to the Lender (collectively, the “Obligations”), the Borrower shall have, either prior to or concurrently with Landlord the sum execution of Thirty Thousand One Hundred these presents, and Eighty Dollars ($30,180.00). Said sum 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 the terms of which the Borrower shall cede, assign and transfer to the Lender, free from any Liens other than Permitted Encumbrances, all of its debts, claims and demands now due or hereafter to become due; 7.1.2 executed the Bank Act Documents pursuant to the terms of which the Borrower shall assign to the Lender, free from any Liens other than Permitted Encumbrances, its Inventory, the 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 be held created on the assets and properties of the Borrower, both present and future and wheresoever situated, for an amount of [AMOUNT], a first fixed and floating hypothec, mortgage, pledge, charge, cession and transfer, subject only to Permitted Encumbrances; 7.1.5 issued under the terms of the Trust Deed in the name of the Lender its [%] Collateral Mortgage Demand Bond in the principal amount of [AMOUNT], which Bond shall be signed by Landlord the duly authorized officers of the Borrower, certified by the Trustee and delivered to the Lender. 1.5.6 executed a Pledge Agreement pursuant to the terms of which the Bond shall be pledged in favor of the Lender; 1.5.7 executed a Specific Assignment of the Insurance pursuant to the terms of which the Borrower shall cede, assign and transfer to the Lender, free from any Liens, all benefits arising under any and all Insurance. Furthermore, the Borrower shall provide the Lender with endorsements under the Insurance indicating the Lender and the Trustee as loss payees, as their respective interests may appear. 1.5.8 executed a Commercial Pledge Agreement in accordance with the laws of the [State/Province] of [STATE/PROVINCE] pursuant to the terms of which the Borrower shall pledge to the Lender machinery and equipment of the Borrower; 7.1.9 caused each of the Guarantors to execute and deliver its Guarantee pursuant to the terms of which each Guarantor guarantees all Indebtedness of the Borrower to the Lender, which Guarantee shall be of limited recourse wherein the Lender has recourse only to realization upon the shares of the Borrower pursuant to the Share Pledge Agreements; 7.1.10 caused each of the Guarantors to execute and deliver a Share Pledge Agreement pursuant to which the shares of the Borrower owned by such Guarantor are pledged to the Lender as security for the faithful performance by Tenant repayment of all present and future Indebtedness of the terms, 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 Borrower 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 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 (5) 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.Lender;

Security. DEPOSIT Tenant has (a) Subtenant has, simultaneously with the execution hereof, deposited with Landlord Sublandlord the sum amount of Thirty Thousand One Hundred sixty-five thousand, six hundred twenty-five and Eighty Dollars 00/100 dollars ($30,180.0065,625.00; “Security”). Said sum shall be held by Landlord as security , for the faithful performance and observance by Tenant Subtenant of all the terms, covenants, conditions and conditions provisions of this Lease to be kept and performed by Tenant during Sublease. Sublandlord may retain, use, or apply the term hereof. If Tenant defaults with respect to any provision whole or part of this Lease including, but not limited to, the provisions relating Security to the extent required for payment of rent, Landlord may any: (but shall i) Sublease Rent not be required topaid when due (subject to applicable grace or cure periods); (ii) 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 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 that Sublandlord may suffer by reason of Tenant's defaultan Event of Default (defined in Section 19.1 of the Prime Lease) by Subtenant including, without limitation, any damages incurred by Sublandlord or deficiency resulting from the re-letting of the Subleased Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Sublandlord; and (iii) costs incurred by Sublandlord in connection with the cleaning or repair of the Subleased Premises upon expiration or earlier termination of this Sublease. Sublandlord may at its option apply the Security and the Sublandlord’s right to bring an action or special proceeding to recover damages or otherwise to obtain possession of the Subleased Premises before or after Sublandlord’s declaration of the termination of this Sublease for nonpayment of Sublease Rent or for any other reason shall not be affected by reason of the fact that Sublandlord holds the Security. The parties acknowledge and agree that the Security is not a limitation on the Sublandlord’s damages or other rights and remedies available under this Sublease, or at law or equity, nor is the Security a payment of liquidated damages or advance of the Sublease Rent or any component thereof. (b) If Sublandlord uses, applies, or retains all or any portion of said deposit is so used or appliedthe Security, Tenant shall, Subtenant shall restore the Security to its original amount within five (5) business 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 from Sublandlord. Subtenant’s failure to do so shall be a material breach strictly comply with this requirement is an Event of this LeaseDefault. (c) Subject to applicable legal requirements, Sublandlord may commingle the Security with its own funds. Landlord shall Sublandlord is not be required to keep this security deposit separate from its general fund and Tenant the Security in an interest bearing account. Subtenant shall not mortgage, assign, or encumber the Security, and neither Sublandlord nor its successors or assigns will be entitled bound by any such mortgage, assignment or encumbrance. (d) Sublandlord shall return any unapplied portion of the Security to interest on such Subtenant within thirty (30) days after the latest to occur of: (1) the determination of Subtenant’s obligation to pay for Taxes and Landlord’s Operating Expenses pursuant to Section 3(c)(iii) for the final year of the Sublease Term; (2) the date Subtenant surrenders possession of the Subleased Premises to Sublandlord in accordance with this Sublease; or (3) the Sublease Expiration Date. (e) In lieu of a cash deposit, Subtenant may deliver the Security to Sublandlord in the form of a letter of credit from a banking institution having a net worth of at least one billion U.S. dollars, and meeting the other criteria set forth in this paragraph that a letter of credit issuer must satisfy. If Tenant shall fully and faithfully perform every provision Each letter of this Lease to be performed by it, the security deposit or any balance thereof credit shall be returned unconditional and irrevocable, payable to Tenant Sublandlord solely upon presentation of a sight draft, and otherwise in form and content reasonably acceptable to Sublandlord for the account of Sublandlord. Said letter of credit shall be for a term of not less than one (or, at Landlord's option, to 1) year and shall be automatically renewed by 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 amount of $1,911.67 bank ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.without notice from Sublandlord; i.

Security. DEPOSIT Tenant has deposited 18.1 To protect a Card each Cardholder must (i) sign it as soon as they receive it, (ii) carry it with Landlord them whenever they can (iii) regularly check that they still have the sum Card and (iv) not give the Card to another unauthorised person. 18.2 If a Cardholder makes a record of Thirty Thousand One Hundred his/her PIN/SecureCode he must keep it separate and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for well away from the faithful performance by Tenant of all Card. 18.3 To protect the terms, 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 toPIN/Secure Code, the provisions relating Account Owner and each Cardholder must: (i) try to memorise it; (ii) destroy ABC Banking’s letter advising the payment PIN/SecureCode (if applicable), (iii) not write the PIN/SecureCode on the Card, even if it is disguised; (iv) not keep a record of rentthe PIN/SecureCode with or near the Card and not reveal the PIN/SecureCode to anyone; (v) make sure that nobody is watching when the PIN/SecureCode/OTP is being entered in an electronic banking terminal or website, (vi) never enter the PIN/SecureCode/OTP in an electronic banking terminal that does not look genuine, Landlord may has been modified, has a suspicious device attached to it or is operating in a suspicious manner; (but shall vii) be ready to make a transaction when they approach an ATM or POS terminal, (viii) make sure that they do not be required toleave anything behind when they complete a transaction including leaving the Card unattended in or at an ATM, (ix) use, apply or retain all or any part of this security deposit for notify ABC Banking immediately if the payment of any rent or any other sum in defaultPIN/SecureCode mailer/OTP has not been received intact, or if a PIN/SecureCode/OTP change has taken place without being requested. 18.4 A Cardholder must immediately notify ABC Banking if their Card or PIN/SecureCode/OTP record is lost or stolen, or they suspect that unauthorised transactions have been made on any account. This will enable ABC Banking to put a stop on the Card straight away thus preventing or minimising losses resulting from unauthorised transactions and the Cardholder’s and/or Account Owner’s potential liability for the 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 (5) 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 termlosses. In the event that the Cardholder subsequently recovers the lost or stolen Card, he must return it to ABC Banking or call us immediately on the hotline 467 6800. The Account Owner and Cardholder must co-operate with any employees or authorised agents of termination ABC Banking or law enforcement officers in an effort to recover the Card if it is lost or stolen. The Account Owner and the Cardholder authorises ABC Banking to disclose information about the Account Owner and/or the Cardholder and the accounts associated with the use of Landlord's interest in the Card if ABC Banking is of the view that this Leasemay help to avoid, Landlord shall transfer said deposit minimise or recover any loss to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount Account Owner or Cardholder or ABC Banking resulting from the loss, theft or unauthorised use of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Card.

Security. DEPOSIT Tenant has deposited with 8.1 Landlord acknowledges receipt of the sum of Thirty Seventy One Thousand One Six Hundred Twenty Five and Eighty Dollars 00/100 ($30,180.00). Said 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 performance by of Tenant of all to so perform under the terms, covenants, conditions 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 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 (5) 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 terms of this Lease. Landlord shall not be required have the right to keep this require Tenant to increase the amount of said security deposit separate from its general fund and to reflect the then current Basic Rental by written notice to Tenant. In addition, Landlord shall have the right to require Tenant shall not be entitled to interest on such increase the amount of said security deposit. If Tenant shall fully and faithfully perform every provision , 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 performed determined by itLandlord 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 remedying of any damage or condition that is the responsibility of Tenant which an inspection shall disclose. Nothing hereinabove contained shall, in any way, limit the right of Landlord to recover against Tenant for any damage or other condition arising out of the failure of Tenant to so perform. In no event shall Tenant have the right to cause or direct Landlord to apply the security deposit or against any balance thereof shall be returned to Tenant (ormonthly rental installment, at Landlord's option, to including the last assignee of Tenantmonth'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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988rental installment.

Security. DEPOSIT Tenant has deposited with Landlord (a) The Borrower agrees that at all times before Security Termination, the sum Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral as required below, subject to any permitted releases pursuant to the terms of Thirty Thousand One Hundred this Agreement or the Security Documents, to secure the performance and Eighty Dollars payment of the Secured Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: ($30,180.00)i) all Equity Interests issued by any Domestic Subsidiary and held by a Domestic Subsidiary; (ii) 65% of Voting Securities and 100% of Equity Interests that are not Voting Securities issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Domestic Subsidiary; and (iii) all other Properties of the Credit Parties and their respective Subsidiaries other than Excluded Properties. Said sum For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.6 or any other provisions of the Credit Documents, neither the Borrower nor any Domestic Subsidiary shall be held by Landlord as required to grant any security for interest in the faithful performance by Tenant Equity Interests of all any Foreign Subsidiary except 65% of the termsoutstanding Voting Securities and 100% of the Equity Interests that are not Voting Securities in any First Tier Foreign Subsidiary. (b) Notwithstanding the generality of the foregoing Section 5.6(a), covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults (x) with respect to any provision of this Lease including, but not limited toeach real property (other than Excluded Real Property) owned by a Credit Party on the Amendment No. 4 Effective Date, the provisions relating Credit Parties shall provide the following to the payment of rentAdministrative Agent within 90 days after the Amendment No. 4 Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), Landlord and (y) with respect to each real property (other than Excluded Real Property) acquired by a Credit Party after the Amendment No. 4 Effective Date, the Credit Parties shall provide the following to the Administrative Agent within 30 days after such acquisition (or such later date as may be agreed by the Administrative Agent in its sole discretion): (but shall not be required toi) 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 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 fully executed Mortgages covering such real property; (ii) at least five (5) days after written demand thereforBusiness Days prior to granting a Lien to the Administrative Agent thereon, deposit cash with Landlord if applicable, flood determination certificates and, if applicable, flood insurance as required under Section 5.3(c) above; (iii) satisfactory Lien searches from the counties 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 which such real property is located and, if necessary, releases for Liens reflected thereon that are not be required to keep this security deposit separate from its general fund and Tenant shall not be entitled to interest on Permitted Liens; and (iv) if such deposit. If Tenant shall fully and faithfully perform every provision of this Lease real property is to be performed considered as Eligible Real Property as elected by itthe Borrower, 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 such other requirements as set forth in the amount definition of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988“Eligible Real Property”.

Security. DEPOSIT Tenant has deposited with Landlord Seller reserves, and Buyer hereby grants to Seller, both a general security interest and a purchase money security interest in the sum of Thirty Thousand One Hundred Goods, all additions, attachments, accessions, parts, replacements, substitutions and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for renewals thereof, wherever situated, and the faithful performance by Tenant proceeds and products of all of the termsforegoing (the “Collateral”), covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults secure (i) with respect to the purchase money security interest, payment of any provision and all indebtedness and obligations of this Lease includingBuyer to Seller as to the purchase price of the Goods, but not limited toand (ii) with respect to the general security interest, the provisions relating 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 payment Uniform Commercial Code. Until the full amount owed to Seller by Buyer is paid and all of rentBuyer’s other performance obligations have been satisfied or waived in writing by Seller, Landlord may (but the Collateral shall remain at the place of initial delivery at Buyer’s facility following shipment from Seller’s facility, shall not be required to) userelocated, apply or retain shall be insured against all or any part of this security deposit for the payment of any rent or any other sum in default, or for the 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 (5) days after written demand therefor, deposit cash with Landlord losses in an amount sufficient to restore not less than the security deposit to its original amount and Tenant's failure to do so purchase price (with Seller as a named insured), shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general fund properly maintained, 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 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 Tenant 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) (or, at Landlord's optionUCC- 1) or other documents evidencing Seller’s security interests in the Collateral (a “Financing Statement”) and, to the last assignee extent Buyer’s execution of Tenant's interest hereunder) at the expiration any Financing Statement is required by any applicable jurisdiction, Buyer hereby grants Seller a limited power of the Lease term. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said deposit attorney to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988execute any such Financing Statement on Buyer’s behalf.

Security. DEPOSIT Tenant has deposited To secure the payment by Seller to NEP of the Aggregate Differential, as provided in ARTICLE VII B above, Seller shall establish, on or prior to July 1, 1988, an interest bearing escrow account (the “Escrow Account”) with Landlord a banking institution acceptable to NEP (the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00“Escrow Agent”). Said sum The Escrow Account shall be held by Landlord as security established for the faithful performance benefit of NEP. Seller hereby grants to NEP a security interest in the Escrow Account to secure such payment. Subject only to Seller’s approved financing, fuel, operation and maintenance obligations as detailed in Appendix C, attached hereto and incorporated herein by Tenant reference, each month following July 1, 1988 Seller shall deposit into the Escrow Account an amount equal to five percent (5%) of all the terms, covenants, and conditions total amount paid by NEP to Seller for electricity delivered to NEP under ARTICLE VI of this Lease Agreement during the preceding month; provided, however, that if Seller exercises its option to enter into an Optional Contract under ARTICLE IV, above, the amount to be kept and performed by Tenant so deposited during the term hereofof the Optional Contract shall be increased to seven percent (7%) of the total amount paid by NEP to Seller for electricity delivered to NEP under ARTICLE VI of this Agreement during the preceding month. If Tenant defaults Seller has insufficient funds in any month to make such deposit due to Seller’s approved financing, fuel, operation and maintenance obligations, then Seller shall provide NEP with respect written notice of the basis for Seller’s inability to make its required deposits and Seller shall make up the shortfall, together with interest accrued at a rate per annum equal to the Prime Rate, in the first month(s) in which Seller has sufficient funds to both make its required monthly deposit into the Escrow Account and to make up or to reduce such shortfall. Seller’s obligation to make deposits under this ARTICLE VII C shall continue and interest shall accrue until the Aggregate Differential is less than the amount in the Escrow Account, at which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to discontinue making such deposits and Seller may withdraw from, and NEP consents to the withdrawal from, the Escrow Account any provision amount by which the balance in the Escrow Account exceeds the Aggregate Differential from time to time. Such withdrawals may be made at any time but not more often than monthly. Withdrawals shall be made only by a direction to the Escrow Agent made in writing jointly by Seller and NEP. If a balance exists in the Escrow Account at the expiration or termination of this Lease includingAgreement, but not limited such balance shall be paid to NEP. Notwithstanding the foregoing, Seller may at any time and from time to time withdraw any part or all of the balance of the Escrow Account after providing NEP with one or more irrevocable letters of credit issued by a banking or other financial institution reasonably acceptable to NEP (the “Issuer”), and otherwise in accordance with this paragraph. Such irrevocable letter(s) of credit shall be in a total amount equal to the amount to be withdrawn from the Escrow Account by Seller, plus compound interest on the principal amount to be withdrawn, at the then effective rate of interest on the Escrow Account balance, for the initial term of the letter(s) of credit. The letter(s) shall be payable to, and for deposit in, the provisions relating Escrow Account on the twentieth banking day before the expiration of such letter(s). An irrevocable letter of credit as described herein shall be presented to NEP for its approval as to form at least ten (10) days prior to the payment effective date thereof, such approval not to be unreasonably withheld, and shall be made effective prior to the corresponding withdrawal of rent, Landlord may (but funds by Seller pursuant to this paragraph. Any fees charged by the Escrow Agent to maintain the Escrow Account shall be paid directly by Seller and shall not be required to) use, apply or retain all or any part of this security deposit for deducted from the payment of any rent or any other sum in default, or for the 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 (5) 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Escrow Account.

Security. DEPOSIT Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord Landlord, as security for Tenant’s compliance with this lease, the faithful performance Security, in cash or, if requested by Tenant Landlord or Tenant, by a standby letter of all credit on the terms, covenantsand substantially in the form, attached to this lease as Exhibit D, issued by a bank that is a member of the New York Clearing House Association, L.L.C. having its principal office in the City of New York and conditions otherwise acceptable to Landlord (the “Letter of this Lease to be kept and performed by Tenant during the term hereofCredit”). If Tenant defaults with respect to any provision of this Lease including, but not limited to, the provisions relating to the payment of rentthere is a Default, Landlord may (but shall not be required to) use, apply or retain use all or any part portion of this security deposit for the payment of any rent or any other sum in default, Security to cure the Default or for the payment of any other amount which due and payable from Tenant to 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 defaultin accordance with this lease. If any portion of said deposit is so used or applied, Tenant shall, within five (5) 15 days after written demand thereforfollowing Landlord’s notice, deposit cash with Landlord in cash or by a Letter of Credit an amount sufficient to restore the security deposit full amount of the Security (without giving consideration to its original 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 Tenant's failure retain annually or at any other times). Tenant shall not assign (other than to do so shall be a material breach permitted assignee of this Leaselease) or encumber the Security, and no prohibited assignment or encumbrance by Tenant of the Security shall bind Landlord. Landlord shall not be required to keep this exhaust its remedies against Tenant or the Security before having recourse to Tenant, any Guarantor, the Security or any other security deposit separate from its general fund held by Landlord, or before exercising any right or remedy, and Tenant recourse by Landlord to any one of them, or the exercise of any right or remedy, shall not be entitled affect Landlord’s right to interest on such depositpursue any other right or remedy or Landlord’s right to proceed against the others. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by itthere is then no uncured Default, the security deposit Security and any accrued and unpaid interest thereon, or any balance thereof balance, shall be returned paid or delivered to Tenant (or, at Landlord's option, to promptly after the last assignee of Expiration Date and Tenant's interest hereunder) at the expiration ’s vacating of the Lease termPremises in accordance with this lease. In the event of termination of If Landlord's ’s interest in this Leasethe Building is sold or leased, Landlord shall transfer said deposit the Security and any accrued and unpaid interest thereon, or any balance, to Landlord's successor the new Landlord and, upon such transfer, the assignor shall thereupon be automatically released by Tenant from all liability for the return of the Security or any interest (and Tenant agrees to look solely to the assignee for the return of the Security or any interest). If the Security is by a Letter of Credit, the following provisions of this Section shall apply (in interest. Tenant is entitled addition to a Security Deposit credit in the amount other provisions of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.this Article):

Security. DEPOSIT Tenant has deposited with Landlord (a) The City hereby pledges and grants to the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord Bank, as security for the faithful performance payment by Tenant the City when due of all Obligations now or at any time hereafter owing to the termsBank under this Agreement, covenantsthe Fee Letter, and conditions the Notes and the due and punctual observance and performance of the City’s Obligations to the Bank under 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 toAgreement, the provisions relating Fee Letter, the Notes, and the other Related Documents (collectively, the “Security”): (i) the portion of the proceeds from the sale of Series Revolving Credit Revenue Obligations issued to repay Obligations to the Bank; (ii) Other Monies which the City determines to make available to pay the Obligations hereunder or under the Fee Letter or the Notes; and (iii) a first lien and security interest in the Junior Subordinate Lien Revenues, subject to being on a parity with any additional Junior Subordinate Lien Obligations issued or incurred in accordance with Section 6.05 hereof. (b) The City has determined that the Obligations are “Junior Subordinate Lien Revenue Obligations” and, accordingly hereby grants a first lien on and pledge of Junior Subordinate Lien Revenues to secure payment of the Obligations under this Agreement, the Fee Letter and the Notes. Such lien and pledge shall be subordinate only to the lien and pledge of the Net Operating Revenues securing the payment of rent, Landlord may (but Senior Lien Revenue Obligations and the lien and pledge of the Designated Revenues securing the Junior Lien Revenue Obligations and shall not be required to) use, apply or retain all or any part on a parity with the lien and pledge of this security deposit for Junior Subordinate Lien Revenues securing the payment of any rent or Junior Subordinate Lien Revenue Obligations outstanding from time to time and shall be senior in payment priority to any other sum expenditure or obligation of the System other than Expenses of Maintenance and Operation, Senior Lien Revenue Obligations and Junior Lien Revenue Obligations. (c) The City shall in defaultgood faith and with due diligence endeavor to sell, or cause to be sold, a sufficient principal amount of Series Revolving Credit Revenue Obligations to have funds available, together with other moneys available therefor, to pay all amounts owed to the Bank. The proceeds of all Series Revolving Credit Revenue Obligations, other than proceeds therefrom that have been issued for other purposes as permitted under Section 6.05 hereof, shall be applied solely to pay the payment amount outstanding of any amount which Landlord may spend or become obligated to spend by reason Obligations 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 (5) 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, City 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 LeaseBank then due and owing, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988including any Revolving Loans and Term Loans.

Security. DEPOSIT Tenant has deposited with Landlord Owner the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 50,706.68 as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during lease; it is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, Landlord Owner may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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 the payment of any amount sum which Landlord Owner may spend expend or become obligated may be required to spend expend by reason of Tenant's ’s default to compensate Landlord for in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other loss re-entry by Owner. In the case of every such use, application or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or appliedretention, Tenant shall, within five (5) days after written demand therefordemand, deposit cash with Landlord in an amount sufficient pay to restore 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 original amount and Tenant's failure to do so shall be a material breach of this Leaseformer amount. 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itlease, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to after the last assignee of Tenant's interest hereunder) at date fixed as the expiration end of the Lease termlease and after delivery of entire possession of the demised premises to Owner. In the event of termination a sale of Landlord's interest in this Leasethe land and building, Landlord 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 deposit security, and it is agreed that the provisions hereof shall apply to Landlord's successor in interestevery transfer or assignment made of the security to a new Owner. Tenant is entitled further covenants that it will not assign or encumber, or attempt to a Security Deposit credit in assign or encumber, the amount of $1,911.67 ($32,091.67 - $30,180.00) monies deposited herein as a result of renegotiating the existing lease dated December 15security, 1988and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Security. DEPOSIT 40.01. Tenant has deposited with Landlord an unconditional irrevocable letter of credit (as hereinafter defined) substantially in the sum form attached hereto as Schedule H (as the same may be modified in accordance with this section, the "letter of Thirty credit") in an amount equal to Two Hundred Forty Thousand One Hundred and Eighty 00/100 Dollars ($30,180.00240,000), as security for the full and punctual performance by Tenant of all of the terms of this Lease. Said sum 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 amounts not applied as hereinafter provided shall be held by Landlord as security for subject to and in accordance with the faithful performance by Tenant of all the terms, covenants, and conditions provisions of this Lease to be kept and performed by Tenant during the term hereofSection. 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, then apply or retain all the whole or any part of this the security deposit so drawn upon to the extent required for the payment of (i) any rent or (ii) any other sum in default, or for the payment of any amount which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for including, without limitation, any damages or deficiency in the re-letting of the Demised Premises, whether accruing before or after summary proceedings or other loss or damage which Landlord may suffer re-entry by reason of Tenant's defaultLandlord. If any portion of said deposit is so used or appliedUpon each such application, Tenant shall, within five (5) days after written demand thereforon demand, deposit pay to Landlord the sum so applied in cash with Landlord in an amount sufficient which shall be added to restore the remaining proceeds from the letter of credit so that the security deposit to its original amount and Tenant's failure to do so held by Landlord shall be a material breach of this Lease. Landlord shall not be required restored to keep this security deposit separate from its general fund and Tenant shall not be entitled to interest on such depositthe amount first set forth above. If Tenant shall fully and faithfully perform every provision punctually comply with all of the terms of this Lease to be performed by itLease, the letter of credit or the amount of the security deposit or any balance thereof deposit, as the case may be, shall be returned to Tenant (orafter the termination of this Lease, at Landlord's option, to the last assignee delivery of Tenant's interest hereunder) at the expiration exclusive possession of the Lease termDemised Premises to Landlord and the payment to Landlord of all amounts payable hereunder. In the event of termination a sale or lease of the Building, Landlord shall have the right to transfer the letter of credit or the security deposit to the vendee or lessee and Landlord shall ipso facto be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security and it is agreed that 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's interest , 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, Landlord this Section 40.02 shall transfer said deposit be null and void and of no further force and effect and Tenant shall have no further right to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in reduce the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating security held by Landlord pursuant to the existing lease dated December 15, 1988Article 40.

Security. DEPOSIT Tenant has deposited with Landlord The Borrower’s obligation to pay the sum principal of Thirty Thousand One Hundred and Eighty Dollars interest on the Note and any other amounts payable by the Borrower hereunder ($30,180.00the “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). Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the termsThe Borrower hereby pledges, covenantson a first lien basis, 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 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 rent 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 ▇▇-▇▇-▇▇▇ of the Supplemental Act provides that a public entity, including the Borrower, may elect in an act of issuance to apply all or any other sum in default, or for of the payment provisions of any amount which Landlord may spend or become obligated the Supplemental Act. The Borrower hereby elects to spend by reason apply all of Tenant's default the Supplemental Act 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 (5) 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 itAgreement, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to Loan and 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Note.

Security. DEPOSIT Tenant has deposited Rather than being obligated to pay for Authorized Parts by contemporaneous payment in the manner provided for in Section 6.4.1, Gen-Probe shall have the right to provide KMC, concurrently with Landlord the sum issuance of Thirty Thousand One Hundred its purchase order, a firm, irrevocable letter of credit from W▇▇▇▇ Fargo Bank, N.A., or comparable financial institution (in form, amount and Eighty Dollars substance reasonably satisfactory to KMC), or a surety bond issued by a surety company acceptable to KMC ($30,180.00the bond and associated indemnity agreement to be in form and substance reasonably satisfactory to KMC). Said sum shall be held by Landlord , as security for the faithful performance by Tenant costs of all the termssuch Authorized Parts, covenants, and conditions plus KMC's handling charges 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 tofifteen (15%) percent ("together, the provisions relating "Authorized Parts Charges"). (KMC agrees that the form of bond attached as Exhibit 8 is generally acceptable to the KMC. Such letter of credit or surety bond will guarantee 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 payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default to compensate Landlord Authorized Parts Charges only and will not provide coverage for any other loss aspect of this Agreement. Without in any manner releasing Gen-Probe of its payment obligations under Section 6.4.3 or damage which Landlord may suffer 6.16, if Gen-Probe has not paid for such Authorized Parts (either by reason payment for Production Instruments incorporating such parts in accordance with Section 6.16), or directly by payment for such parts themselves) within eleven (11) months of Tenant's defaultthe date that KMC ordered such parts (as ordered or authorized by Gen-Probe), then KMC shall separately invoice Gen-Probe for the cost of the Authorized Parts Charges. If any portion of said deposit is so used or applied, Tenant shallGen-Probe fails to pay such invoice in full, within thirty (30) days of issuance, then upon five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient notice to restore the security deposit to its original amount and Tenant's failure to do so Gen-Probe KMC 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 depositdraw upon the letter of credit. If Tenant shall fully and faithfully perform every provision a surety bond is provided as security (rather than a letter of this Lease to be performed by itcredit), KMC may make a claim against 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 surety bond for the amount of $1,911.67 the invoice with a copy of the invoice and KMC's signed statement that such invoice remain unpaid. The surety may take up to thirty ($32,091.67 - $30,180.0030) as days to verify a result claim is valid after presentation of renegotiating a claim by KMC. After verification of the existing lease dated December 15validity of the claim, 1988the Surety shall make payment in a period not to exceed thirty (30) days.

Security. DEPOSIT (a) Simultaneously with ▇▇▇▇▇▇’s execution and delivery of this Lease to Landlord, Tenant has deposited with shall pay Landlord in immediately available funds the sum cash amount of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security the Initial Premises Security Deposit or a Letter of Credit for the full and faithful performance by Tenant of all each and every term, provision, covenant, and condition of this Lease. Within ten (10) days of the Fifth Floor Southwest Premises Commencement Date, Tenant shall pay Landlord in immediately available funds the cash amount of the Fifth Floor Southwest Premises Security for the full and faithful performance by Tenant of each and every term, provision, covenant, and condition of this Lease. If Tenant fails timely to perform any of the terms, covenantsprovisions, covenants and conditions of this Lease to be kept and performed or any other document executed by Tenant during in connection with this Lease, then Landlord may use, apply, or retain the term hereof. If Tenant defaults with respect whole or any part of the Security Deposit for the payment of any Rent not paid when due, for the cost of repairing any damage, for the cost of cleaning the Premises, for the payment of any other sum which Landlord may expend or may be required to expend by reason of Tenant’s failure to perform, and otherwise for compensation of Landlord for any provision of this Lease other loss or damage to Landlord occasioned by ▇▇▇▇▇▇’s failure to perform, including, but not limited to, any loss of future Rent and any damage or deficiency in the provisions relating reletting of the Premises (whether such loss, damages or deficiency accrue before or after summary proceedings or other reentry by Landlord) and the amount of the unpaid past Rent, future Rent loss, and all other losses, costs and damages, that Landlord would be entitled to the payment recover if Landlord were to pursue recovery under Section 11.2(b) or (c) of rentthis Lease or California Civil Code Section 1951.2 or 1951.4 (and any supplements, amendments, replacements and substitutions thereof and therefor from time to time). If Landlord may (but shall not be required to) useso uses, apply applies or retain retains all or any part of this security deposit for the payment of any rent or any other sum in default, or for the 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 appliedSecurity Deposit, Tenant shall, shall within five (5) business days after written demand therefor, deposit cash with pay or deliver to Landlord in an immediately available funds the sum necessary to replace the amount sufficient to restore used, applied or retained. If Tenant has fully and faithfully performed and observed all of Tenant’s obligations under the security deposit to its original amount terms, provisions, covenants and Tenant's failure to do so shall be a material breach conditions of this Lease, the Security Deposit (except any amount retained for application by Landlord as provided herein) shall be returned to Tenant with thirty (30) days after the latest of: (i) the Expiration Date; (ii) the removal of Tenant from the Premises; or (iii) the surrender of the Premises by Tenant to Landlord in accordance with this Lease, or such longer time as may be permissible under Law; provided, however, in no event shall any such return be construed as an admission by Landlord that ▇▇▇▇▇▇ has performed all of its obligations hereunder. (b) The Security Deposit shall not be deemed an advance rent deposit or an advance payment of any kind, or a measure of Landlord’s damages with respect to Tenant’s failure to perform, nor shall any action or inaction of Landlord with respect to it or its use or application be a waiver of, or bar or defense to, enforcement of any right or remedy of Landlord. Landlord shall not be required to keep this security deposit the Security Deposit separate from its general fund funds and shall not have any fiduciary duties or other duties (except as set forth in this Section) concerning the Security Deposit. Tenant shall not be entitled to any interest on 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 termSecurity Deposit. In the event of termination any sale, lease or transfer of Landlord's ’s interest in the Building, Landlord shall have the right to transfer the Security Deposit, or balance thereof, to the transferee and any such transfer shall release Landlord from all liability for the return of the Security Deposit. Tenant thereafter shall look solely to such transferee for the return or payment of the Security Deposit. Tenant shall not assign or encumber or attempt to assign or encumber the Security Deposit or any interest in it and Landlord shall not be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance, and regardless of one or more assignments of this Lease, Landlord shall transfer said deposit may return the Security Deposit to the original Tenant without liability to any assignee. Tenant hereby waives any and all rights of Tenant under the provisions of Section 1950.7 of the California Civil Code (except for subsection (b), and any and all rights of Tenant under any other provisions of Law, now or hereafter enacted, regarding security deposits. (c) Concurrently with its execution of this Lease, in lieu of a cash Initial Premises Security Deposit, Tenant may elect to deliver to Landlord's successor in interest. , as protection for the full and faithful performance by Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 all of its obligations under this Lease and for all losses and damages Landlord may suffer ($32,091.67 - $30,180.00or that Landlord reasonably estimates it may suffer) as a result of renegotiating any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (the existing lease dated December 15“Letter of Credit”), 1988in the form as is reasonably acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount provided in Section 1.1(1 l)(a) (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by ▇▇▇▇▇▇ in obtaining the Letter of Credit and any replacement Letter of Credit. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank reasonably approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) ninety (90) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. (d) The Letter of Credit shall also provide that Landlord, its successors, and assigns, may, at any time and without notice to Tenant and without first obtaining Tenant’s consent, transfer (one or more times) all of its interest in and to the Letter of Credit to another party, person, or entity, provided such transferee is the assignee of the Landlord’s rights and interests in and to this Lease and expressly assumes the same and ▇▇▇▇▇▇▇▇’s obligations under this Lease, or to any lender providing financing to Landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall execute and submit to the Bank such applications, documents, and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection with any such transfer. (e) If, as a result of any drawing by Landlord on the Letter of Credit pursuant to the terms thereof, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within ten (10) business days after the drawdown by Landlord and notice thereof to Tenant, take such actions as are required to restore the Letter of Credit Amount, which may include providing a replacement Letter of Credit for the full Letter of Credit Amount, provided such additional Letter(s) of Credit or replacement Letter of Credit comply with the applicable requirements of this Article 5 and all subsections thereof of this Lease. (f) Tenant covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part of it and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Expiration Date, Landlord will accept a renewal of the letter of credit (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than forty-five (45) days before the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as required above through the Expiration Date on the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Article 5, Landlord shall have the right to present the Letter of Credit to the Bank to draw on the Letter of Credit, and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. (g) ▇▇▇▇▇▇ acknowledges and agrees that Landlord is entering into this Lease in material reliance on the ability of Landlord to draw on the Letter of Credit on the occurrence of any breach, default or failure to perform on the part of Tenant under this Lease. If Tenant shall breach or fail to perform any provision of this Lease or otherwise be in default under this Lease, Landlord may, but without obligation to do so, and without notice to Tenant, draw on the Letter of Credit, in part or in whole, to cure any breach or default of Tenant and to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from ▇▇▇▇▇▇’s breach or default and to which Landlord is entitled under this Lease, including any damages that accrue upon termination of this Lease under this Lease and/or Section 1951.2 of the California Civil Code or any similar provision.

Security. DEPOSIT Tenant has deposited with Landlord This Note (as may be amended from time to time) and all principal payments due or becoming due under this Note shall be secured during this Note by specific assets of the sum Borrower, as described below, and pursuant to a Security Agreement executed and delivered by the Borrower dated as of Thirty Thousand One Hundred and Eighty Dollars the date hereof ($30,180.00“Security Agreement”). Said sum For purposes of the Security Agreement, the specific assets to be secured by the Borrower in favor of the Lender will be limited to (i) 50% of any offering proceeds received by Borrower from any financing transaction as delineated in Section 8 hereof, and (ii) 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower (collectively, the “Collateral”). It is the intention of the parties that in the event of any default under any this Note or any of the Loan Documents (as defined below), and in addition to any proceeds that might result from an offering described in the Section 8 hereunder that are required to be remitted to Lender as repayment from any future financings, Lender shall be held entitled to receive 25% of the proceeds of any initial franchise fees received by Landlord Borrower upon the execution of a franchise agreement with any new franchisee of Borrower until all unpaid principal and interest under this Note have been paid in full. The Borrower represents that the initial franchise fee paid by new franchisees as security of the date of this Note are $46,500.00 as described in Borrower’s form franchise agreement. Reference is made to the Security Agreement for a description of the faithful performance by Tenant of all the terms, covenantsCollateral (as defined therein), and conditions the rights and remedies of this Lease the Lender (or another Holder) in respect thereof. This Note, the Security Agreement, the Asset Purchase Agreement and any UCC financing statements or other documents, instruments and agreements evidencing, guaranteeing or securing the Note, and all written amendments, replacements or supplements to be kept any of them, are collectively referred to as the “Loan Documents”). At any time or from time to time upon the request of the Lender, the Borrower will, at its expense, promptly execute, acknowledge and performed deliver such further documents and do such other acts and things as the Lender may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, the Borrower shall take such actions as the Lender may reasonably request from time to time to ensure that the obligations under any of the Loan Documents are secured by Tenant during the term hereofCollateral. If Tenant defaults The Borrower shall not (i) take or omit to take any action which action or omission might or would materially impair the security interests in favor of the Lender with respect to the Collateral or (ii) grant to any provision of this Lease including, but not limited to, Person (other than the provisions relating Lender pursuant to the payment of rent, Landlord may (but shall not be required toCollateral Documents) 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 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 (5) 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 whatsoever in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Collateral.

Security. DEPOSIT A. Tenant has deposited shall, upon execution of this lease, deposit with Landlord the sum of Thirty Two Hundred Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as 200,00.00) security (“Security”) for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during lease; it is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, and fails to cure the same within any applicable grace and/or notice periods, then, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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, default or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's ’s default to compensate Landlord for in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other loss or damage which Landlord may suffer re-entry by reason of Tenant's defaultLandlord. If Landlord applies or retains all or any portion of said deposit is so used or applied, the Security Tenant shall, within five (5) days after written shall immediately upon Landlord’s demand therefor, deposit cash with Landlord in an amount sufficient to restore the security amount so applied so that Landlord has on deposit to its original the full amount and Tenant's failure to do so shall be a material breach of this LeaseSecurity. 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itlease, the security deposit or any balance thereof shall be promptly 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 a sale of Landlord's interest in this Leasethe 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 deposit 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's successor in interest. Tenant is entitled to a Security Deposit , an irrevocable, clean, commercial letter of credit in the amount of $1,911.67 200,000.00 DOLLARS and 00/100 (the “Letter”), issued by a bank which is authorized, or a bank that has a corresponding banking relationship with a bank which is authorized, by the State of New York to conduct banking business in New York State and is a member of the New York Clearing House Association, which shall permit Landlord (a) to draw thereon up to the full amount of the credit evidenced thereby in the event of any default by Tenant in the terms, provisions, covenants or conditions of this Lease beyond applicable grace, notice and/or cure periods or (b) to draw the full amount thereof to be held as cash security pursuant to Article 34 hereof if for any reason the Letter is not renewed within forty five (45) days prior to its expiration date. The Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter shall be for a term expiring forty five (45) days after the Expiration Date), (ii) expressly provide for the issuing bank to notify Landlord in writing not less than thirty (30) days prior to its expiration as to its renewal or non-renewal, as the case may be, and (iii) if not so renewed each year (or later period of expiration) shall be immediately available for Landlord to draw up to the full amount of such credit (to be held as cash security). Not less than forty-five (45) days prior to the expiration date of each Letter (and every renewal thereof), Tenant shall deliver to Landlord a renewal or new Letter subject to all of the conditions aforesaid. Failure by Tenant to comply with the provisions of this Article beyond applicable grace, notice and/or cure periods shall be deemed a material default hereunder entitling Landlord to exercise any and all remedies as provided in this Lease for default in the payment of fixed rent and, to draw on the existing Letter up to its full amount. Provided Tenant is not then and has not been (during the first five (5) Lease Years of the term) in default hereunder and provided Tenant has a net operating income of at least $3,500,000 during the fifth Lease Year, (which shall be documented to Landlord’s reasonable satisfaction, including but not limited to delivery of a certified statement from a nationally recognized certified public accountant) then commencing on the fifth anniversary of the Commencement Date of this Lease, the security shall be reduced by Eighty Nine Thousand Two Hundred Forty Seven Dollars ($32,091.67 - 89,247.00) to One Hundred Ten Thousand Seven Hundred and Fifty Three Dollars ($30,180.00) as a result 110,753.00), which amount shall remain the security for the balance of renegotiating the existing lease dated December 15, 1988term of the Lease.

Security. DEPOSIT Tenant has deposited with Landlord On the sum Commencement Date, Sublessee shall deliver to Sublessor, a cash security deposit in the amount of Thirty Thousand One Hundred and Eighty Dollars $49,600.00 ($30,180.00the “Cash Security Deposit”). Said sum The Cash Security Deposit, as applicable, shall be held by Landlord Sublessor as additional security for faithful and prompt performance of Sublessee’s obligations under this Sublease. In the faithful performance by Tenant event of a default under this Sublease, beyond all the termsapplicable notice and cure periods, covenantsSublessor may, 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 obligated to) use, apply draw upon the Cash Security Deposit, as applicable, solely to the extent necessary to make good any arrearages in Rent and any other actual damage, injury, expense or retain liability caused to Sublessor by such default. If Sublessor is holding a Cash Security Deposit and expends all or any part of this security deposit for the payment of any rent or any other sum in thereof to cure a default, or for then on notice from Sublessor to Sublessee, Sublessee shall immediately increase the payment amount 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 (5) days after written demand therefor, deposit cash with Landlord the Cash Security Deposit in an amount sufficient equal to restore the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Leasedrawn by Sublessor. Landlord The Cash Security Deposit shall not be required deemed an advance payment of Rent or a measure of Sublessor’s damages for any default hereunder by Sublessee. To the extent Sublessor has not applied all of the Cash Security Deposit, as applicable, to keep cure one or more defaults under 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 itSublease then the Cash Security Deposit, as applicable, as the security deposit or any balance thereof same may have been drawn upon, shall be returned to Tenant Sublessee within thirty (or, at Landlord's option, 30) days after the expiration or earlier termination of this Sublease. If and to the last assignee of Tenant's extent that the Cash Security Deposit is not timely returned to Sublessee, then interest hereunder) thereon shall accrue at the expiration rate of the Lease termtwelve percent (12%) per annum until fully repaid to Sublessee. In the event of termination any assignment of Landlord's Sublessor’s interest in this the Lease, Landlord Sublessor shall have the right to transfer said deposit to Landlord's successor in interest. Tenant is entitled to a the Cash Security Deposit credit as applicable, to the assignee and Sublessor shall, thereupon, be released by Sublessee from all liability for the return of the Cash Security Deposit and, in such event, Sublessee agrees to look solely to the new Sublessor for the return of the Cash Security Deposit. Sublessee further covenants that it will not assign or encumber, or attempt to assign or encumber, its interest in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15Cash Security Deposit and that neither Sublessor nor its successors or assigns shall be bound by any such assignment or encumbrance, 1988or attempted assignment or attempted encumbrance.

Security. DEPOSIT Concurrently with the execution of this Lease, Tenant has deposited shall deposit with Landlord an unconditional “evergreen” letter of credit in an amount equal to the sum Security set forth in the Basic Lease Provisions from a recognized commercial banking institution located in the State of Thirty Thousand One Hundred New Jersey or the City of New York and Eighty Dollars (having a net worth of at least $30,180.00)500,000,000.00. Said sum shall The letter of credit will be held by Landlord as security for the full and faithful performance of Tenant’s obligations under this Lease. The letter of credit must be payable upon sight draft, together with a certification from Landlord that Tenant is in default under this Lease. If (i) any Basic Rent, Additional Rent or other sum payable by Tenant to Landlord is not paid when due, or (ii) Landlord makes any payments on behalf of all Tenant, or (iii) Tenant fails to perform any of its obligations under this Lease, then, in each case, Landlord will have the termsright, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect without prejudice to any provision other remedy Landlord may have, to draw down such letter of this Lease includingcredit to compensate or reimburse Landlord, but not limited toas the case may be, the provisions relating to toward the payment of rentBasic Rent, Landlord may (but shall not be required to) use, apply Additional Rent or retain all or any part of this security deposit for the payment of any rent or any other such sum in defaultpayable hereunder, or for the 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 sustained by Landlord may suffer by reason on account of Tenant's ’s default. The Security will not be deemed to be (x) a limitation on Landlord’s damages or other rights and remedies available under this Lease or at law or equity, (y) a payment of liquidated damages, or (z) an advance of the Basic Rent or Additional Rent. If Landlord uses, applies, or retains all or any portion of said deposit is so used or appliedthe Security, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to shall immediately restore the security deposit Security to its original amount amount. If the letter of credit requires renewal, Tenant shall furnish to Landlord evidence of such renewal at least thirty (30) days prior to the expiration date of the letter of credit. If Tenant fails to timely provide Landlord with such evidence of renewal, Landlord will have the right to cash the letter of credit and Tenant's failure to do so shall be a material breach of this Leaseretain the proceeds as security hereunder. Landlord shall will not be required to keep this any cash security deposit separate from its general fund own funds. Landlord will have no fiduciary responsibilities or trust obligations with regard to any cash security and will not be obligated to pay Tenant any interest on any cash security. 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 itassign, pledge, hypothecate, mortgage or otherwise encumber 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Security.

Security. DEPOSIT Tenant has deposited Tenant, simultaneously herewith, shall deposit with Landlord the sum a letter of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, 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 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 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 (5) 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 amount of $1,911.67 219,484.02 as security for the full and punctual performance by Tenant of all of the terms and conditions of this Lease ($32,091.67 - $30,180.00such 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 “Security Deposit”). In respect thereof, the following provisions shall apply: (a) If Tenant defaults hereunder (beyond the expiration of any applicable grace or cure periods), Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Rent or any other sum(s) as to which Tenant is in default or for any sum(s) 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 reletting of the Premises, whether accruing before or after summary proceedings or other re-entry by Landlord (and if the Security Deposit is a result letter of renegotiating credit, Landlord may draw the existing 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) The Security Deposit (or portion thereof to which Tenant is entitled) shall be returned or paid over to Tenant within thirty (30) days after the expiration or termination of this Lease and (i) Tenant’s surrender of the entire Premises to Landlord and (ii) Tenant’s compliance with all of the 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 dated December 15of the Building (or the portion thereof containing the Premises), 1988Landlord 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 Lease, Tenant shall not assign or encumber or attempt to assign or encumber the 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 expiration 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. DEPOSIT Section 41.01. Tenant has deposited shall deposit with Landlord Landlord, upon the execution by Tenant of this Lease, the sum of Thirty One Hundred Eighty Three Thousand One Hundred Seventy Eight and Eighty Dollars 98/100 ($30,180.00)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 part to be observed and performed. Said In the event of any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on the 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 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 security 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 issuing bank. In the event a Letter of Credit is drawn upon by Landlord, Landlord may use or apply all or any part of the proceeds for the faithful 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 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 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 date upon which the Demised Term shall expire and come to an end, and (ii) the full observance and performance by Tenant of all of the terms, covenants, covenants and conditions of this Lease on Tenant’s part to be kept observed and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease performed, including, but not limited to, the provisions relating to the payment of rentArticle 21, Landlord may shall return to Tenant the balance of the cash security then held or retained by Landlord (but or, if applicable, the Letter of Credit, if not drawn upon) within thirty (30) days thereafter. Tenant agrees that Tenant shall not be required to) useassign or encumber any part of the cash security or the Letter of Credit, apply and no assignment or retain encumbrance by Tenant of all or any part of this the cash security deposit for or the payment Letter of any rent or any other sum in defaultCredit shall be binding upon Landlord, whether made prior to, during, or for after the 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 (5) 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 LeaseDemised Term. Landlord shall not be required to keep this exhaust its remedies against Tenant or against the cash security deposit separate from its general fund or Letter of Credit before having recourse to any other form of security held by Landlord and Tenant recourse by Landlord to any form of security shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision affect any remedies of Landlord which are provided in this Lease or which are available to be performed by it, the security deposit Landlord in law 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 termequity. In the event of termination any sale, assignment or transfer by Landlord named herein (or by any subsequent Landlord) of Landlord's its interest in this Leasethe Building as owner or lessee, Landlord (or by any subsequent Landlord) shall have the right to assign or transfer said deposit the cash security or the Letter of Credit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit its grantee, assignee or transferee and, in the amount event of $1,911.67 such assignment or transfer, Landlord named herein, ($32,091.67 - $30,180.00or such subsequent Landlord) as 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 result transfer within the meaning of renegotiating the existing lease dated December 15, 1988foregoing sentence.

Security. DEPOSIT Tenant has deposited (a) Subtenant shall deposit with Landlord Sublandlord the sum of Thirty Nineteen Thousand One Two Hundred and Eighty Forty-Nine Dollars ($30,180.00). Said sum shall be held by Landlord 19,249.08) (the “Security Deposit”) as security for the faithful performance by Tenant Subtenant of all of the terms, covenants, covenants and conditions of this Lease Sublease on Subtenant’s part to be kept performed. The Security Deposit shall be paid by Subtenant upon execution of this Sublease and performed held by Tenant Sublandlord in a non interest bearing account. Sublandlord shall have the right, with notice to Subtenant, and regardless of the exercise of any other remedy Sublandlord may have by reason of a default, to 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 hereofof this Sublease. If Tenant defaults with respect 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 (30) days after the expiration of the Term, including any provision renewals thereof. (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 Lease includingSublease shall not be assigned or encumbered by Subtenant without the prior consent of Sublandlord, but and any such assignment or encumbrance shall be void. (c) Subtenant covenants that it will not limited toassign or encumber, or attempt to assign or encumber, the provisions relating 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 Sub-Tenant hereunder, the security shall be deemed to be applied 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 the Base Rent due Sublandlord for the payment of any rent or any other sum in default, or for the 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 (5) 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, periods prior to the last assignee institution of Tenant's interest hereunder) at such proceedings and the expiration balance, if any, may be retained by Sublandlord in partial satisfaction 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Sublandlord’s damages.

Security. DEPOSIT 56.1 It is agreed that in the event Tenant has deposited with Landlord defaults under the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions terms of this Lease to be kept beyond the expiration of all grace 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 rentnotice periods, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit so deposited for the payment any sum Landlord may expend by reason of any rent or any other sum in Tenant’s default, or for the payment of any amount which past-due Fixed Rental or Additional Rental. In the event Landlord may spend shall apply all 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 appliedTenant’s security in accordance with this lease, Tenant shall deposit with Landlord, within ten (10) days after demand therefor, an amount sufficient to restore such security to the amount set forth in Article 34. If Landlord retains or applies all or a portion of Tenant’s security deposit as a result of Tenant’s default in the payment of Fixed Rental or Additional Rental and Tenant fails to restore the same as aforesaid, Tenant’s failure to restore such security deposit shall be deemed to be a default in the payment of Additional Rental, for default in the payment of which Landlord shall have the same remedies as for a default in the payment of Fixed Rental. Any cash deposit of security shall be deposited into an interest-bearing account with all interest (less a one percent [1%] per annum administrative charge payable to Landlord) accruing in the account payable to Tenant upon the termination of this Lease. 56.2 In lieu of depositing the entire security deposit in cash, Tenant may deposit as security simultaneously herewith in the form of a clean, irrevocable and unconditional letter of credit in the amount of $604,500.00 issued by and drawn upon a commercial bank which is a member of the New York Commerce Clearing House Association or other reasonably acceptable banking institution (hereinafter referred to as the “Issuing Bank”) with offices for banking purposes in the City of New York and having a net worth of not less than $500,000,000.00, which letter of credit shall have an initial term of not less than one year, be in form and content reasonably satisfactory to Landlord (and substantially as shown on Exhibit D annexed hereto), and shall be for the account of Landlord. Landlord hereby approves Community National Bank as the issuer of any such letter of credit. The letter of credit shall provide that: (i) The letter of credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each during the entire term hereof (the last such automatic renewal to expire not earlier than a date that is two (2) months after the Expiration Date unless the Issuing Bank sends written notice (hereinafter called the “ Non-Renewal Notice”) to Landlord by certified or registered mail, return receipt requested, not less than sixty (60) days next preceding the then expiration date of the letter of credit, that it elects not to have such letter of credit renewed; (ii) Landlord, after receipt of the Non-Renewal Notice, unless Tenant replaces the letter of credit with a replacement letter of credit or cash within thirty (30) days after the date of the Non-Renewal Notice, shall have the right, exercisable by a sight draft, to receive the moneys represented by the letter of credit; and (iii) Upon Landlord’s sale of the Building, or the transfer of Landlord’s interest therein, or a leasing of the Building, the letter of credit shall be transferable by Landlord to purchaser, vendee or transferee, and all fees and expenses of such transfer shall be paid by Tenant. 56.3 In the event of a sale or lease of the Building, Landlord shall have the right to transfer the security to the purchaser, and, to the extent such funds (or letter of credit, if applicable) are or is actually transferred by Landlord, Landlord shall thereupon be released by Tenant from all liability for the return of such security. 56.4 Tenant agrees that it shall not assign or encumber the funds deposited as security hereunder. 56.5 Tenant may initially deposit a cash security deposit and then substitute same with a letter of credit otherwise complying with the provisions of this Lease, and Landlord shall, within five (5) days after written demand thereforBusiness Days thereafter, 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 return 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988its cash security deposit.

Security. DEPOSIT Tenant has deposited with Landlord Owner the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 83,300.00 as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during lease; it is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, Landlord Owner may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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, default or for the payment of any amount sum which Landlord Owner may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Leaselease, including but not limited to, any damages or deficiency in the re-letting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants, and conditions of this Lease to be performed by itlease, the security deposit or any balance thereof shall be returned promptly to Tenant (or, at Landlord's option, to after the last assignee of Tenant's interest hereunder) date fixed at the expiration end of the Lease termand after delivery of entire possession of the demised premises to Owner. In the event of termination a sale of Landlord's interest in this Leasethe land and building or leasing of the building, Landlord 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 deposit security, and it is agreed that the provisions hereof shall apply to Landlord's successor in interestevery 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 entitled not then in default or if tenant is in default provided hat Tenant shall have cured such default, owner shall return to a Security Deposit credit in tenant $41,650 of the amount security then held Owner provided that Owner shall continue to hold at least $41,650 of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988security.

Security. DEPOSIT Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum The Loan shall be held evidenced or secured by Landlord the following documents, made by the Borrower, which shall be provided contemporaneously with the execution of this Agreement, shall be in form and substance satisfactory to the Lender and shall be supported by all necessary resolutions and opinions (each in form and substance satisfactory to the Lender and the Lender’s counsel): (a) a promissory note made by the Borrower; (b) a general security agreement from the Borrower in favour of the Lender granting a first-ranking security interest in all of its present and after-acquired real and personal property, assets and undertaking, subject to Permitted Encumbrances; (c) a deed of moveable hypothec under Quebec law granting a first-ranking charge in all present and future personal (moveable) collateral of the Borrower located in the Province of Quebec, subject to Permitted Encumbrances; (d) an assignment of all of the Borrower’s rights and interests pursuant to the License Agreements; (e) a cash collateral agreement pursuant to which the Borrower will, from time to time and as adjusted from time to time, deposit cash with the Lender as additional security for the faithful performance liabilities and obligations of the Borrower hereunder and in respect of which the Borrower will grant to the Lender a security interest pursuant to the PPSA; and (f) an assignment of insurance from the Borrower covering fire and all risks normally insured against by Tenant similar businesses to that carried on by the Borrower and in such form and amount as the Lender may require in respect of all of the termsCollateral and in respect of which the Lender is shown as a loss payee. In addition, covenantsthe Borrower shall provide the Lender with the following (the “Additional Closing Documents”), in form and substance satisfactory to the Lender: (g) such officers’ certificates with respect to the Borrower and such legal opinions and other supporting documents as the Lender shall require; and (h) an acknowledgement by the head landlord of the Borrower’s distribution centre and by 3E Logistics Inc. of the Lender’s security interest in the assets of the Borrower, waivers satisfactory to the Lender by such persons of any Lien or other claims by either of them to the Borrower’s assets and agreements permitting the Lender access to, and conditions a right to remain on, the premises in question to exercise its rights and remedies and otherwise deal with the Borrower’s assets. The Borrower will from time to time at its expense duly authorize, execute and deliver to the Lender such further instruments and documents and take such further action as the Lender may reasonably request for the purpose of this Lease obtaining or preserving the full benefits granted or intended to be kept granted to the Lender by the Security Agreements and performed of the rights and remedies therein granted to the Lender, including without limitation, the filing of financing statements or other documents under any Applicable Law with respect to the Liens created thereby. Unless prohibited by Tenant during Applicable Law, the term hereofBorrower authorizes the Lender to file any such financing statement or similar documents without the signature of the Borrower. If Tenant defaults The Borrower acknowledges that changes to Applicable Law may require the execution and delivery of different forms of documentation, and accordingly the Lender shall have the right to require that the Security Agreements be amended, supplemented or replaced (and the Borrower shall duly authorize, execute and deliver to the Lender on request any such amendment, supplement or replacement 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 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 (5) 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 Security Agreements to which the event of termination of Landlord's interest Borrower is a party): (i) to reflect any change in this LeaseApplicable Law, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) whether arising as a result of renegotiating statutory amendments, court decisions or otherwise; or (ii) to facilitate the existing lease dated December 15, 1988creation and registration of appropriate forms of security in all applicable jurisdictions.

Security. DEPOSIT Tenant has deposited with Landlord the sum specified in Article N of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord Section 1 as security for the faithful performance and observance by Tenant of all of the terms, covenants, conditions, provisions 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 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 (5) 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 agreements 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 depositsecurity deposit and Landlord shall not be obligated to hold such deposit as a separate fund, but may commingle it with other funds. If In the event Tenant defaults in respect of any of the terms, covenants, conditions, provisions or agreements of this Lease, including but not Limited to, the payment of rent or other sums due hereunder, 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 or another sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants, conditions, provisions or agreements of this Lease, including, but not Limited to, any damages or deficiency in the reletting of Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord, Tenant, on demand by Landlord, will forthwith replenish the security or any portion thereof so used or applied by Landlord. In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, covenants, conditions, provisions and agreements of this Lease to be performed by itLeases, the security deposit or any balance thereof security, without interest, shall be returned to Tenant within thirty (or, at 30) days promptly after the date fixed as the end of this Lease but only after delivery of entire possession of Demised Premises to Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Lease term. In the event of termination a sate 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 amount Land and/or Building or Leasing of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.land

Security. DEPOSIT Tenant has deposited with Landlord 67.01 of this Lease (the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00"Security Deposit"). Said sum The amount of the Security Deposit shall be held by Landlord as security for the faithful performance increased by Tenant coincident with every increase in Base Annual Rent. It is agreed that in the event Tenant defaults beyond the expiration of all any applicable notice and grace periods (provided that Tenant shall have commenced such cure within the applicable grace period and shall thereafter be diligently prosecuting such cure to completion within the applicable grace period) in respect of any of the terms, covenantsprovisions, 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 rentRent, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this security deposit the Security Deposit to the extent required for the payment of any rent Rent or any other sum as to which Tenant is in default, default or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of 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 appliedthe terms, Tenant shallprovisions, within five (5) days after written demand thereforcovenants, 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 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. 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants, and conditions of this Lease to be performed by itLease, the security deposit or any balance thereof Security Deposit shall be returned to Tenant (or, at Landlord's option, to after the last assignee date fixed as the end of Tenant's interest hereunder) at the expiration this Lease and after delivery of possession of the Lease termDemised Premises to Landlord in the condition required by, and in accordance with, the terms of this Lease. In the event of termination a sale of Landlord's interest in this Leasethe Building or leasing of the Building, Landlord shall 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 Deposit; and Tenant agrees to look solely to the new landlord for the return of said deposit Security Deposit; and it is agreed that the provisions hereof shall apply to Landlord's successor in interestevery transfer or assignment made of the Security Deposit to a new landlord. Tenant is further covenants that it will not assign or encumber or attempt to assign or encumber 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. In the event Landlord applies or retains any portion or all of the Security Deposit, Tenant shall forthwith restore the amount so applied or retained so that at all time the amount deposited shall be as set forth above. Provided Tenant shall not then be in default in the payment of rent or otherwise be in default under this Lease beyond any applicable notice and grace period (provided that Tenant shall have commenced such cure within the applicable grace period and shall thereafter be diligently prosecuting such cure to completion within the applicable grace period), and provided that Landlord shall not have applied all or any portion of the security as provided for under this paragraph, then on the first (1st) anniversary of the Effective Date, the security shall be reduced by an amount equal to $98,276.16 (the "Reduction Amount") and Landlord shall return to Tenant the Reduction Amount, together with interest earned thereon, if any. From and after the first (1st) anniversary of the Effective Date and continuing throughout the balance of the Term, Landlord shall retain an amount equal to four (4) full months of Base Annual Rent then in effect under this Lease with respect to the Additional Premises as the security deposit in accordance with the terms of this Lease. 01. Amendment shall be, at the sole option of Landlord, null and void and of no further force and effect. Notwithstanding the foregoing, provided Tenant shall not then be in default in the payment of rent or otherwise be in default under this Lease beyond any applicable notice and grace period (provided that Tenant shall have commenced such cure within the applicable grace period and shall thereafter be diligently prosecuting such cure to completion within the applicable grace period), and provided that Landlord shall not have drawn down any amount under the letter of credit as provided for under this paragraph, then Tenant shall have the right, on the first (1st) anniversary of the Effective Date, to reduce the face amount of the letter of credit by the Reduction Amount. From and after the first (1st) anniversary of the Effective Date and continuing throughout the balance of the Term, the letter of credit shall be for the full face amount equivalent to four (4) full months of Base Annual Rent then in effect under this Lease for the Additional Premises. 67.02 If the Security Deposit held by Landlord shall be in cash, the same shall be held in an interest-bearing account and any interest earned shall be for the account of Tenant and shall be held by Landlord as an addition to the Security Deposit for the entire Term of the Lease. Landlord shall be entitled to a Security Deposit credit in an administrative fee of 1% per annum, or such greater percentage permitted by law, on the amount of $1,911.67 the Security Deposit held by Landlord. The administrative fee shall be paid to Landlord at the end of the Term of this Lease or at such other time or times as Landlord shall elect. 67.03 In the event that during the Term of this Lease the Security Deposit held by Landlord ($32,091.67 - $30,180.00not including interest) as is less than four monthly installments of the Base Annual Rent payable with respect to the Additional Premises under Article 3, Tenant shall, on written demand by Landlord, deposit with Landlord on account of the security herein provided for, the difference between the Security Deposit then held by Landlord and a result sum equal to four (4) months' installments of renegotiating Base Annual Rent. 67.04 If Tenant fails to pay any Base Annual Rent or any Additional Rent payable under this Lease within ten (10) days after such payment is due twice in any twelve-month period, Tenant shall furnish Landlord, within ten days after demand by Landlord, with additional monies equal to one month's installment of Base Annual Rent at the existing lease dated December 15, 1988rate payable during the last Lease Year which shall be added to and included in the Security Deposit."

Security. DEPOSIT Tenant has deposited with Landlord Upon the sum termination of Thirty Thousand One Hundred and Eighty Dollars 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 ($30,180.0050,000,000), 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. Said sum 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 terms hereof. HPT shall be entitled to apply any cash collateral held by Landlord as security for it or the faithful performance by Tenant of all the terms, 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 Collateral Agent to the payment overdue obligations of rent, Landlord the Guarantor hereunder in such order and at such times as HPT may (but determine in its sole judgment. Any cash collateral held by HPT shall not be required to) usecommingled with its other funds, 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 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 (5) 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 Leaseinvested, at the Guarantor’s risk, in interest bearing investments reasonably acceptable to the Guarantor. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant shall not be entitled to Any interest on such deposit. If Tenant cash collateral, and any losses in such investments, shall fully and faithfully perform every provision of this Lease belong 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988IHG.

Security. DEPOSIT Tenant TENANT has deposited with Landlord LANDLORD the sum of Thirty Thousand One Hundred and Eighty Dollars EIGHT THOUSAND EIGHT HUNDRED EIGHTY FOUR AND 88/100 ($30,180.00). Said sum shall be held by Landlord 8,884.88) DOLLARS, as security for the faithful performance and observance by Tenant TENANT of all the terms, covenantsprovisions and conditions of this Lease; it is agreed that, in the event TENANT defaults in respect to any of the terms, provisions, 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 Lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, Landlord LANDLORD may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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, default or for the payment of any amount sum which Landlord LANDLORD may spend expend or become obligated may be required to spend expend by reason of Tenant's TENANT'S default in respect 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Lease, including, but not limited to any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. 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 premises to LANDLORD. In the event of a sale of the land and Building, of which the 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 this the security deposit separate from its general fund in a segregated account and Tenant the security may be commingled with other funds of LANDLORD, and in no event shall not TENANT be entitled to any 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988security.

Security. DEPOSIT Tenant a) In order to guarantee compliance with all of the obligations under this Agreement, the Owner covenants and agrees to deposit with the Township, upon execution of this Agreement, a letter of credit in the amount set out on Schedule “D” hereto. The letter of credit shall be in a form set out on Schedule “E”. The Owner shall keep the letter of credit in full force and effect and shall pay all premiums as the letter of credit becomes due or until such time as the Township releases or reduces the letter of credit in accordance with the provisions of this Agreement. The Owner acknowledges and agrees that should there be a default of any of the Owner’s obligations in this Agreement, including deficiency in or failure to carry out any work or matter required by any clause of this Agreement and the Owner fails to comply within thirty (30) business days (or by such later time as may be agreed upon by the Township’s Director in writing) of written notice from the Township’s Director to carry out such work or matter, the Township may draw on the security and enter onto the Lands and complete any and all outstanding works or matters, and pay all costs and expenses incurred thereby or owing to the Township from the proceeds so drawn. For this purpose the decision of the Director as to whether a default has deposited with Landlord occurred shall be final and binding; b) In lieu of a letter of credit, the sum of Thirty Thousand One Hundred Owner may deposit cash or a certified cheque to be cashed, in an amount equal to the security required by clause 9(a) above and Eighty Dollars ($30,180.00). Said sum such deposit shall be held by Landlord the Township as security for the faithful performance by Tenant Owner’s obligations in this Agreement, provided that no interest shall be payable on any such deposit; c) The Owner acknowledges and agrees that upon execution of all a site plan agreement, additional security may be required; d) No interest shall be payable on any cash deposits or certified cheques provided as security under this Agreement; e) Notwithstanding any provision to the termscontrary in this Agreement specifying the reduction or release of security, covenants, and conditions in the event that the Township determines that any reduction in the letter of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults credit would create a shortfall with respect to securing the completion of any provision of work or matter remaining to be carried out by the Owner pursuant to this Lease including, but not limited toAgreement, the provisions relating to the payment of rent, Landlord may (but Township shall not be required toobligated to reduce or release the letter of credit as by the particular provision until such time as such work is satisfactorily completed or the Township has sufficient security to ensure that such work will be completed; and f) use, apply or retain all or Upon the transfer of ownership of any part of this security deposit the Lands (except the transfer of Lots for the payment purposes of any rent or any other sum in defaultoccupancy of dwellings by residents), or for the 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 (5) 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 Township shall not be return any letter of credit required to keep under 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 Agreement until the new owner files a substitute letter of this Lease to be performed by it, the security deposit credit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee letters 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating required amounts with the existing lease dated December 15, 1988Township.

Security. DEPOSIT Tenant has deposited with Landlord (a) On or prior to the sum of Thirty Thousand One Hundred Closing Date: (i) Bidco 2 and Eighty Dollars the Security Agent shall enter into the ADS Share Pledge and the ▇▇▇▇▇▇▇▇▇ Share Pledge; ($30,180.00). Said sum ii) Bidco and the Security Agent shall enter into the Bidco 2 Share Pledge; and (iii) UK Subsidiary and the Security Agent shall enter into the Bidco Share Pledge. (b) Promptly upon request by the Company (which shall be held made as soon as reasonably practicable after Closing Date), the Security Agent shall (and the Lenders hereby irrevocably authorise the Security Agent to) release the ▇▇▇▇▇▇▇▇▇ ADSs from the Transaction Security created pursuant to the ADS Share Pledge and take such other actions as may be required to allow Bidco 2 to withdraw the ordinary/common shares underlying the ▇▇▇▇▇▇▇▇▇ ADSs by Landlord surrendering such ▇▇▇▇▇▇▇▇▇ ADSs for exchange provided that Bidco 2 has entered into the ▇▇▇▇▇▇▇▇▇ Share Pledge. (c) Bidco 2 shall withdraw the ▇▇▇▇▇▇▇▇▇ ADSs from the ▇▇▇▇▇▇▇▇▇ ADR Programme immediately after release of the ▇▇▇▇▇▇▇▇▇ ADSs from the Transaction Security created pursuant to the ADS Share Pledge. (d) Immediately prior to any merger of ▇▇▇▇▇▇▇▇▇ into Bidco 2, the obligations of Bidco 2 as security for an Obligor (provided it has no obligations as a Borrower) under this Agreement shall be automatically released, cancelled and discharged in full (without limiting any obligations of ▇▇▇▇▇▇▇▇▇ as an Obligor which shall continue in full force and effect as obligations of the faithful performance merged entities). (e) The Company shall ensure that all ▇▇▇▇▇▇▇▇▇ Shares and ▇▇▇▇▇▇▇▇▇ ADSs acquired by Tenant any member of the Group, and all Bidco 2 Shares, are, prior to the ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date, subject to Security under the Transaction Security Documents. The Company shall also ensure that all Bidco Shares are subject to Security under the Bidco Share Pledge until the Bidco Pledge Release Date. (f) The Security Agent shall (and the Lenders hereby irrevocably authorise the Security Agent to) release and cancel (at the Company’s cost) the Transaction Security created under the following Transaction Security Documents: (i) (as soon as reasonably practicable after the ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date or in the case of the ADS Share Pledge immediately after the delisting of all the termsADS) the ▇▇▇▇▇▇▇▇▇ Share Pledge, covenantsthe ADS Share Pledge and the Bidco 2 Share Pledge; and (ii) (as soon as reasonably practicable after the Bidco Pledge Release Date) the Bidco Share Pledge, and, in each case, enter into (at the cost of the Company) any release deeds, reassignments or other documents that may be required for such purpose. (g) Within 3 Business Days of the Closing Date, the Company shall deliver (or procure the delivery of) the following legal opinions to the Agent in a form and conditions substance satisfactory to the Agent (provided that it shall be in form and substance satisfactory to the Agent if it is substantially in the form distributed to the Arrangers prior to the signing of this Lease Agreement): (i) in relation to be kept the ADS Share Pledge, a legal opinion of Linklaters LLP, legal advisers to the Arrangers and performed by Tenant during the term hereof. If Tenant defaults with respect Agent in New York; and (ii) in relation to any provision of this Lease including, but not limited tothe ▇▇▇▇▇▇▇▇▇ Share Pledge, the provisions relating Bidco Share Pledge and the Bidco 2 Share Pledge; (A) A legal opinion of Linklaters LLP, legal advisers to the payment Arrangers and the Agent in Germany; and (B) A legal opinion of rentHengeler ▇▇▇▇▇▇▇, 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 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 (5) 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, legal advisers 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 Company in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Germany.

Security. DEPOSIT Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00)8.01. Said sum shall be held by Landlord as As security for the faithful performance by Tenant of all the terms, covenants, conditions and conditions covenants of this Lease upon Tenant's part to be kept performed, Tenant shall provide to Landlord an irrevocable Letter of Credit in the amount of ($26,250.00) in form and performed by substance satisfactory to Landlord. Landlord shall have the right, upon thirty (30) days notice to 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 (except for Tenant's non- 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, Rent or for the 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 (5) 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 comply with Article 8.03 for which no notice shall be required), and regardless of the exercise of any other remedy the Landlord may have by reason of a material breach default, to draw upon said Letter of Credit to cure any default of Tenant and if Landlord does so, Tenant shall upon demand, additionally fund the Letter of Credit with the amount so drawn so that Landlord shall have the full deposit on hand at all times during the term 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 a sale of Landlord's interest in the Building or a lease of the Building, subject to this Lease, Landlord shall have the right to transfer said deposit the security to the vendee or lessee. 8.02. The Letter of Credit shall be the type which is automatically renewed on an annual basis (annual Renewal Date); and will contain a provision requiring the issuer thereof to give the beneficiary (Landlord's successor in interest) sixty (60) day 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 is entitled shall fail to deliver to Landlord a Security Deposit credit substitute irrevocable Letter of Credit, in the amount of $1,911.67 stated above, on or before thirty ($32,091.67 - $30,180.0030) days prior to the next Annual Renewal Date, said failure shall be deemed a default under this Lease. Landlord may, in its discretion treat this the same as a result default in the payment of renegotiating rent or any other default and pursue the existing lease dated December 15appropriate remedy. In addition, 1988.and not in limitation, Landlord shall be permitted to draw upon the Letter of Credit as in the case of any other default by Tenant under this Lease,

Security. DEPOSIT 8.01. Upon execution of this Lease, Tenant has deposited shall deposit with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security Deposit for the full and faithful payment and performance by Tenant of all the termsTenant's obligations under this Lease. Such Security Deposit shall be by certified funds or an irrevocable, covenantsevergreen letter of credit issued (in favor of Superior Mortgagee) by a federally chartered bank in Seattle, and conditions of this Lease to be kept and performed Washington or such other location approved by Tenant during the term hereofLandlord. If Tenant defaults with respect to in the full and prompt payment and performance of any provision of its obligations under this Lease Lease, including, but not limited towithout limitation, the provisions relating to the payment of rentRent, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this security deposit the Security Deposit so deposited to the extent required for the payment of any rent Rent or any other sum sums as to which Tenant is in default, default or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of any other loss or damage which Landlord may suffer by reason of Tenant's defaultobligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any portion part of said deposit is so used or appliedthe Security Deposit, Tenant shall, within five (5) days after written demand thereforupon demand, immediately deposit cash with Landlord in an a sum equal to the amount sufficient to restore so used, applied and retained as 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 depositSecurity Deposit. If Tenant shall fully and faithfully pay and perform every provision all of Tenant's obligations under this Lease to be performed by itLease, the security deposit Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant (orTenant, at Landlord's optionwithout interest, after the date on which this Lease shall expire or sooner end or terminate, and after delivery to the last assignee Landlord of Tenant's interest hereunder) at the expiration entire possession of the Lease termDemised Premises. In the event of termination any sale or leasing of Landlord's interest in this Leasethe Building and/or the Land, Landlord shall have the right to transfer said deposit the Security Deposit to Landlord's successor in interest. 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. The provisions hereof shall apply to every transfer or assignment made of the same to a Security new Landlord. The Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding the foregoing, provided Tenant's net worth, as certified by a reputable accounting firm, exceeds $10,000,000.00, then commencing on the fifth (5th) anniversary of the Commencement Date and for each anniversary date thereafter for so long as Tenant's net worth continues to exceed $10,000,000.00 the security Deposit credit in shall be reduced at the amount rate of $1,911.67 twenty ($32,091.67 - $30,180.0020%) as a result of renegotiating the existing lease dated December 15, 1988percent per year.

Security. DEPOSIT Tenant 17.1 Subtenant has deposited with Landlord Sublandlord the sum of Thirty Thousand One Hundred and Eighty Dollars $10,729.88 ($30,180.00). Said sum shall be held by Landlord as security which is an amount equal to two months of Base Rent, plus sales tax of 6.5%) (the "Security") for the faithful performance and observance by Tenant Subtenant of all the terms, covenants, provisions 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 Sublease, including, but not limited to, the provisions relating to the payment of rentBase Rent and all other items of Rental and the surrender of the Premises to Sublandlord as herein provided. 17.2 If Subtenant defaults in respect of any of the material or monetary terms, Landlord provisions and conditions of this Sublease, Sublandlord may (but shall not be required to) use, apply or retain all the whole or any part of this security deposit the Security so deposited, as the case may be, to the extent required for the payment of any rent Base Rent or any other sum item of Rental as to which Subtenant is in default, default or for the payment of any amount sum which Landlord Sublandlord may spend expend or become obligated be required to spend expend by reason of TenantSubtenant's default to compensate Landlord for in respect of any of the terms, covenants and conditions of this Sublease, including, but not limited to, 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 loss or damage which Landlord may suffer re-entry by reason of Tenant's defaultSublandlord. If Sublandlord applies or retains any portion part of said the Security so deposited, Subtenant, upon demand, shall deposit is with Sublandlord the amount so used applied or applied, Tenant shall, within five (5) days after written demand therefor, retained so that Sublandlord shall have the full deposit cash with Landlord in an amount sufficient to restore on hand at all times during 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 depositTerm. If Tenant Subtenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease Sublease, the Security, together with accrued interest thereon, shall be promptly returned to Subtenant after the Expiration Date and after delivery of possession of the Premises to Sublandlord in the condition required to be performed by itdelivered to Landlord under the Lease, except as otherwise provided herein. Subtenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security deposit and neither Sublandlord nor its successors or any balance thereof assigns shall be returned to Tenant (orbound by any such assignment, at Landlord's optionencumbrance, 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988attempted assignment or attempted encumbrance.

Security. DEPOSIT Tenant has deposited the Security with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during Lease. It is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease 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 the whole or any part of this security deposit the Security to the extent required for the payment of any rent or any other sum rents as to which Tenant is in default, default or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re-letting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other loss re-entry by Landlord. To the extent that Landlord, during the Term hereof, so uses, applies or damage which Landlord may suffer by reason retains all or any part of Tenant's default. If any portion of said deposit is so used or appliedthe Security, Tenant shall, within five (5) days after written demand thereforon demand, deposit cash with Landlord in an amount sufficient to promptly restore the security deposit Security to its original amount and Tenant's failure to do so shall be a material breach amount. The Security (less any portions thereof used, applied as retained by Landlord in accordance with the provisions 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 Article 5) shall be returned to Tenant after the termination date (oror after such other date when the Term may expire or be terminated, at Landlord's optionwithout the fault of Tenant, pursuant to the last assignee provisions of Tenant's interest hereunderthis Lease or pursuant to law) at the expiration and after delivery of entire possession of the Lease termPremises to Landlord in accordance with the provisions of this Lease. In the event of termination a sale or leasing of Landlord's interest in this Leasethe Land and Building, Landlord shall have the right to transfer the Security to the vendee or 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 deposit Security. It is agreed that the provisions hereof shall apply to Landlord's successor in interestevery such transfer or assignment made of the Security. Tenant is entitled further covenants that it will not assign or encumber or attempt to a assign or encumber the Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15and that neither Landlord nor its successors and assigns shall be bound by any such assignment, 1988encumbrance, attempted assignment or attempted encumbrance.

Security. DEPOSIT Contemporaneously herewith the parties shall enter a Letter of Credit Agreement in the form annexed hereto as Exhibit G, and on or prior to the commencement date of this Agreement Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by provide to Landlord as security for a Letter of Credit in the faithful performance by Tenant form annexed as an exhibit to the Letter of all the terms, covenants, and conditions of this Lease to Credit Agreement. The security shall be kept and performed by Tenant during the term hereof. administered as follows: If Tenant defaults with respect to any provision of this Lease includingAgreement, including but not limited to, to the provisions relating to the payment of rentBasic Monthly Rental or Additional Rent, Landlord may (but shall not be required to) cash the Letter of Credit in whole or in part and use, apply or retain all or any part portion of this the security deposit for the payment of any rent Rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated may be required to spend by reason of Tenant's default default, to repair damages to the Demised Premises or the Research Campus or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If Should Landlord use any portion of said deposit is so used or appliedthe security to cure any default by Tenant hereunder, Tenant shall, within five thirty (530) days after written demand thereforof a request from Landlord, deposit cash with pay to Landlord in an amount sufficient to restore the sum so used or provide a new Letter of Credit so that the security deposit shall be replenished to its original amount and Tenant's failure to do so shall be a material breach of this Leaseformer amount. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant shall not be entitled assign or encumber or attempt to interest on such depositassign or encumber the Letter of Credit or monies deposited hereunder as security. If Tenant shall fully and faithfully perform every provision punctually comply with all the terms of this Lease to be performed Agreement, then thirty (30) days following the expiration or termination of this Agreement and surrender of the Demised Premises by itTenant, the Letter of Credit shall automatically expire, and any monies being held by Landlord as security deposit or any balance thereof shall be returned to Tenant (orTenant, at Landlord's option, without interest. Landlord shall deliver the Letter of Credit and any cash held as security to the last assignee of Tenant's interest hereunder) at the expiration of the Lease term. In the event of termination purchaser of Landlord's interest in this Lease, the Demised Premises in the event that such interest is sold and thereupon Landlord shall transfer said deposit be discharged from any further liability with respect to the security, and Landlord's successor successor-in-interest shall be responsible for its return in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988accordance with this Agreement.

Security. DEPOSIT 35.01. Tenant has deposited shall deposit with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00)96,952.00 upon the execution of this Lease. Said sum 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 Security Deposit shall not and may not be mortgaged, assigned, transferred, or encumbered by Tenant, without the written consent of Landlord, and any such act on the part of Tenant shall be without force and effect and shall not be binding upon Landlord. If any of the fixed or additional rent herein reserved or any other sum payable by Tenant to Landlord shall be overdue and unpaid, or if Landlord makes payment on behalf of Tenant, or if Tenant shall fail to perform any of the terms, covenants, and conditions of this Lease to be kept the Lease, then Landlord may, at its option and performed by Tenant during the term hereof. If Tenant defaults with respect without prejudice to any provision of this Lease includingother remedy which Landlord may have on account thereof, but not limited to, appropriate and apply the provisions relating entire Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of rent, fixed or additional rent and any loss or damage sustained by Landlord may (but shall not be required to) use, apply or retain all or any due to such breach on the part of this security deposit for Tenant, plus expenses; and Tenant shall forthwith upon demand restore the payment Security Deposit to the original sum deposited. The issuance of any rent or any other sum in default, or for a warrant and/or the payment re-entering of any amount which Landlord may spend or become obligated to spend the Demised Premises by reason of Tenant's default to compensate Landlord for any default on the part of Tenant or 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 (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient prior 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 term shall not be deemed such a termination of the Lease termas to entitle Tenant to the recovery of the Security Deposit. If Tenant complies with all of the terms, covenants, and conditions of the Lease and pays all of the fixed and additional rent and all other sums payable by Tenant to Landlord as they fall due, the Security Deposit shall be promptly returned in full to Tenant after the expiration of the term of the Lease and Tenant's satisfaction of all its obligations accruing prior to the Lease expiration date. In the event of termination bankruptcy or other creditor-debtor proceedings against Tenant, the Security Deposit and all other securities shall be deemed to be applied first to the payment of fixed and additional rent and other charges due Landlord for all periods prior to the filing of such proceedings. In the event of sale by Landlord of the Building, Landlord may deliver the then balance of the Security Deposit to the transferee of Landlord's interest in this Lease, the Demised Premises and Landlord shall transfer said deposit thereupon be discharged from any further liability with respect to Landlord's successor in interest. Tenant is entitled to a the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage to which the Lease is subordinate shall be responsible in connection with the Security Deposit, by way of credit or payment of any fixed or additional rent, or otherwise, unless such mortgagee or lessor actually shall have received the entire Security Deposit. However, in connection with any foreclosure if Landlord fails to deliver the amount Security Deposit to the Landlord, then the Landlord shall remain personally liable for the return of $1,911.67 ($32,091.67 - $30,180.00) as a result the Security Deposit or the turnover of renegotiating the existing lease dated December 15, 1988Security Deposit notwithstanding Section 36.02.

Security. DEPOSIT Tenant has deposited with Landlord Upon the sum termination of Thirty Thousand One Hundred and Eighty Dollars 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 ($30,180.0050,000,000), 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. Said sum 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 terms hereof. HPT shall be entitled to apply any cash collateral held by Landlord as security for it or the faithful performance by Tenant of all the terms, 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 Collateral Agent to the payment overdue obligations of rent, Landlord the Guarantor hereunder in such order and at such times as HPT may (but determine in its sole judgment. Any cash collateral held by HPT shall not be required to) usecommingled with its other funds, 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 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 (5) 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 Leaseinvested, at the Guarantor’s risk, in interest bearing investments reasonably acceptable to the Guarantor. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant shall not be entitled to Any interest on such deposit. If Tenant cash collateral, and any losses in such investments, shall fully and faithfully perform every provision of this Lease belong 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988IHG.

Security. DEPOSIT 49.1 Upon execution of this Lease, Tenant has deposited shall deposit with the Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord Security Deposit as security for the full and faithful performance by Tenant of all the terms, covenants, and conditions of this Lease upon the part of the Tenant to be kept and performed by Tenant during the term hereofperformed. If Tenant defaults with respect to any provision Upon termination of this Lease, and providing the Tenant is not in default hereunder and has performed all of its obligations under this Lease including, but not limited to, the provisions relating to (including without limitation the payment of rentall sums accruing hereunder), the Landlord may (but shall return the Security Deposit to Tenant. Tenant shall not be required to) useentitled to any interest on the Security Deposit. 49.2 The Security Deposit shall not and may not be mortgaged, apply assigned, transferred or retain all or encumbered by Tenant and any such act on the part of this security deposit for Tenant shall be without force and effect and shall not be binding upon Landlord. 49.3 If any of the payment of any rent or any other sum in defaultpayable by Tenant to Landlord shall be overdue and unpaid, or if Landlord makes payment on behalf of Tenant, or if Tenant shall fail to perform any of the terms, covenants and conditions of the Lease, then Landlord may apply the entire Security Deposit or so much thereof as may be necessary to compensate Landlord for the payment of any amount such rent in default or for any other sum which Landlord may spend expend or become obligated be required to spend expend by reason of Tenant's default to compensate Landlord (including interest thereon at the Lease Interest Rate) or for any other reasonable loss or damage which sustained by Landlord due to such breach on the part of Tenant (including any reasonable damages or deficiency in the reletting of the Premises), whether such damage or deficiency may suffer accrue before or after summary proceedings or other re-entry by Landlord and other expenses and costs, and Tenant shall forthwith upon demand restore the Security Deposit to the original sum deposited. The use by Landlord of all or any part of the Security Deposit is not intended to be a form of liquidated damages and shall not release Tenant from liability for the full amount of any and all damages and expenses incurred by Landlord by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within five (5) 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. . 49.4 In the event of termination bankruptcy or other creditor-debtor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of rent and other charges due Landlord for all periods prior to the filing of such proceedings. 49.5 In the event of sale by Landlord of the Premises, Landlord may deliver the then balance of the Security Deposit to the transferee of Landlord's interest in the Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit, and this provision shall also apply to any subsequent transferees provided that the transferee agrees in writing to hold the Security Deposit in accordance with the terms of this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.

Security. DEPOSIT Concurrently with the execution of this Lease, Tenant has deposited shall deposit with Landlord an unconditional "evergreen" letter of credit in an amount equal to $5,000,000.00 from a recognized commercial banking institution located in the sum State of Thirty Thousand One Hundred New Jersey or the City of New York and Eighty Dollars having a net worth of at least $500,000,000.00 ($30,180.00the letter of credit as increased and decreased as provided in this Article 28 is hereinafter referred to as the "Letter of Credit"). Said sum Simultaneously with the Phase 1 Commencement Date, Tenant shall deposit with the Landlord an amendment to the letter of credit increasing the Letter of Credit to $10,000,000.00. The letter of credit, as same may be amended, will be held by Landlord as security for the full and faithful performance of Tenant's obligations under this Lease. The letter of credit must be payable upon sight draft, together with a certification from Landlord that Tenant is in default under this Lease and such default has continued beyond any applicable notice and cure period. If (i) any Basic Rent, Additional Rent or other sum payable by Tenant to Landlord is not paid when due, or (ii) Landlord makes any payments on behalf of all the termsTenant, covenantsor (iii) Tenant fails to perform any of its obligations under this Lease, and conditions any of this Lease to be kept the foregoing have continued beyond any applicable notice and performed by Tenant during cure period, then, in each case, Landlord will have the term hereof. If Tenant defaults with respect right, without prejudice to any provision other remedy Landlord may have, to draw down such letter of this Lease includingcredit to compensate or reimburse Landlord, but not limited toas the case may be, the provisions relating to toward the payment of rentBasic Rent, Landlord may (but shall not be required to) use, apply Additional Rent or retain all or any part of this security deposit for the payment of any rent or any other such sum in defaultpayable hereunder, or for the 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 sustained by Landlord may suffer by reason on account of Tenant's default. The Security will not be deemed to be (x) a limitation on Landlord's damages, (y) a payment of liquidated damages, or (z) an advance of the Basic Rent or Additional Rent. If Landlord uses, applies, or retains all or any portion of said deposit is so used or appliedthe Security, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to shall immediately restore the security deposit Security to its original amount amount. If the letter of credit requires renewal, Tenant shall furnish to Landlord evidence of such renewal at least thirty (30) days prior to the expiration date of the letter of credit. If Tenant fails to timely provide Landlord with such evidence of renewal, Landlord will have the right to cash the letter of credit and Tenant's failure to do so shall be a material breach of this Leaseretain the proceeds as security hereunder. Landlord shall will not be required to keep this any cash security deposit separate from its general fund own funds. Landlord will have no fiduciary responsibilities or trust obligations with regard to any cash security and will not be obligated to pay Tenant any interest on any cash security. 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 itassign, pledge, hypothecate, mortgage or otherwise encumber 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Security.

Security. DEPOSIT 35.01. Tenant has deposited shall deposit with Landlord the sum Security Deposit upon the execution of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00)this Lease. Said sum The Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of all the terms of this Lease by said Tenant to be observed and performed. The Security Deposit shall not and may not be mortgaged, assigned, transferred, or encumbered by Tenant, 4846-0294-9028.v11 without the written consent of Landlord, and any such act on the part of Tenant shall be without force and effect and shall not be binding upon Landlord. If any of the Fixed Base Rent or Additional Rent herein reserved or any other sum payable by Tenant to Landlord shall be overdue and unpaid beyond applicable notice and cure periods, or if Landlord makes payment on behalf of Tenant, or if Tenant shall fail beyond applicable notice and cure periods to perform any of the terms, covenants, and conditions of this Lease to be kept then Landlord may, at its option and performed by Tenant during the term hereof. If Tenant defaults with respect without prejudice to any provision other remedy which Landlord may have on account thereof, appropriate and apply the so much of this Lease including, but not limited to, the provisions relating Security Deposit as may be necessary to compensate Landlord toward the payment of rent, Fixed Base Rent or Additional Rent and any loss or damage sustained by Landlord may (but shall not be required to) use, apply or retain all or any due to such breach on the part of this security deposit for Tenant, plus expenses; and Tenant shall forthwith within ten (10) business days after demand restore the payment Security Deposit to the original sum deposited. The issuance of any rent or any other sum in default, or for a warrant and/or the payment re-entering of any amount which Landlord may spend or become obligated to spend the Demised Premises by reason of Tenant's default to compensate Landlord for any default on the part of Tenant or 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 (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient prior 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 term shall not be deemed such a termination of this Lease termas to entitle Tenant to the recovery of the Security Deposit. If Tenant complies with all of the terms, covenants, and conditions of this Lease and pays all of the Fixed Base Rent and Additional Rent and all other sums payable by Tenant to Landlord as they fall due, the Security Deposit shall be returned in full to Tenant within thirty (30) days after the expiration of the Term of this Lease and Tenant’s satisfaction of all its obligations accruing prior to this Lease expiration date. In the event of termination bankruptcy or other creditor-debtor proceedings against Tenant, the Security Deposit and all other securities shall be deemed to be applied first to the payment of Fixed Base Rent and Additional Rent and other charges due Landlord for all periods prior to the filing of such proceedings. In the event of sale by Landlord of the Building, Landlord shall deliver the then balance of the Security Deposit to the transferee of Landlord's ’s interest in the Demised Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage to which this Lease is subordinate shall be responsible in connection with the Security Deposit, by way of credit or payment of any Fixed Base Rent or Additional Rent, or otherwise, unless such mortgagee actually shall have received the entire Security Deposit. 35.02. The Security shall be in the form of an irrevocable, clean “Evergreen” automatically renewable commercial letter of credit (the "Letter of Credit") in the form annexed hereto as Exhibit I, issued by a “Confirming Bank” which shall mean a bank which is authorized by the State of New Jersey to conduct banking business in the State of New Jersey, and is a member of the New York Clearing House Association. The Confirming Bank shall have combined capital, surplus and undivided profits of at least $500 million and a long-term rating of at least “Aa”, as published by ▇▇▇▇▇’▇ Investors Services, Inc., or its successor (collectively, the “Confirming Bank Criteria”). If at any time during the term of this Lease, the Confirming Bank does not maintain the Confirming Bank Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another bank meeting the Confirming Bank Criteria within ninety (90) days after receipt of such notice, Landlord may draw the full amount of the Letter of Credit and hold the proceeds as a cash security deposit in accordance with this Article 35. The Letter of Credit shall provide that it shall be fully transferable by Landlord to any transferee of Landlord’s interest in the Demised Premises with any transfer fee paid by the beneficiary, and which shall also provide for presentation and payment in the City of New York, (or if not able to be presented in the City of New York, able to be presented via facsimile or other electronic method) which shall permit Landlord (a) to draw thereon up to the full amount of the 4846-0294-9028.v11 credit evidenced thereby (but partial drawings shall be permitted) in the event of any default by Tenant beyond applicable notice and cure periods in the terms, provisions, covenants or conditions of this Lease or (b) to draw the full amount thereof to be held as cash security pursuant to Article hereof if for any reason the Letter of Credit is not renewed within thirty (30) days prior to its expiration date, in which event Landlord covenants and agrees to deposit same in an interest bearing account or certificate. Landlord shall transfer said be entitled to and shall be paid the lesser of (x) interest earned on such cash security deposit or (y) to Landlord's successor 1% per annum of such security deposit for administration of such security account or certificate solely to the extent held as cash pursuant to the preceding sentence. The remainder of the interest on such account or certificate shall belong to Tenant, but shall be retained by Landlord as additional security in interestaccordance with the terms of this paragraph. The Letter of Credit (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter of Credit shall be for a term expiring sixty (60) days after the Expiration Date), (ii) expressly provide for the issuing bank to notify Landlord in writing not less than sixty (60) days prior to its expiration as to its non-renewal, and (iii) if not so renewed each year (or later period of expiration) shall be immediately available for Landlord to draw up to the full amount of such credit (to be held as cash security as aforesaid). Not less than thirty (30) days prior to the expiration date of each Letter of Credit (and every renewal thereof if not automatically renewed by its terms), Tenant shall deliver a renewal Letter or if Tenant is entitled not renewing the then current Evergreen Letter, Tenant shall deliver to Landlord a Security Deposit credit new Letter of Credit subject to all of the conditions aforesaid, all to the intent and purposes, that a Letter of Credit in the amount sum of $1,911.67 ($32,091.67 - $30,180.00) 100,000.00 shall be in effect during the entire term of this lease. In the event Tenant is issuing a new Letter of Credit, Landlord shall deliver the Letter of Credit being replaced to Tenant concurrently with receipt of the new Letter of Credit. The Letter of Credit shall specifically provide that any transfer fees shall be payable by the beneficiary. Failure by Tenant to comply with the provisions of this Article shall be deemed a material default hereunder entitling Landlord to exercise any and all remedies as a result provided in this Lease for default in the payment of renegotiating Fixed Base Rent and, to draw on the existing lease dated December 15, 1988Letter of Credit up to its full amount.

Security. DEPOSIT Tenant has deposited with Landlord The Loan and the sum Note are secured by that certain (i) Security Agreement, dated as of Thirty Thousand One Hundred even date herewith, made by the Borrower to CoBank (as the same may be amended, supplemented, extended or restated from time to time, the "Security Agreement") pursuant to which the Borrower shall grant to CoBank a first priority security interest in all of its now owned or hereafter acquired tangible and Eighty Dollars intangible personal property; and ($30,180.00). Said sum ii) Collateral Assignment of Leases, dated as of even date herewith, made by the Borrower to CoBank (as the same may be amended, supplemented, extended or restated from time to time, the "Assignment") pursuant to which the Borrower shall be held by Landlord as security for the faithful performance by Tenant assign to CoBank all of all the termsits rights in and to such leases, covenants, permits and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults other agreements with respect to any provision cell sites or antenna locations as CoBank shall require. The Loan and the Note shall be guaranteed by that certain Limited Recourse Continuing Guaranty, dated as of this Lease includingeven date herewith, but not limited tomade by Mercury Cellular Telephone Company ("MCTC") for the benefit of CoBank (as the same may be amended, supplemented, extended or restated from time to time, the provisions relating to "MCTC Limited Recourse Guaranty"). The Loan, 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 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 (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount Note and Tenant's failure to do so MCTC Limited Recourse Guaranty shall be a material breach secured by that certain MCTC Pledge Agreement, dated as of this Lease. Landlord shall not even date herewith, by and between MCTC and CoBank, as beneficiary of the MCTC Limited Recourse Guaranty and holder of the Note (as the same may be required amended, supplemented or restated from time 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 ittime, the security deposit "MCTC Pledge Agreement"), pursuant to which MCTC shall pledge, on a first priority basis, all of its now owned 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 hereafter acquired capital stock in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Borrower.

Security. DEPOSIT Tenant has deposited The obligation of the Buyer to repay the principal of the Promissory Note together with Landlord any and all accrued interest thereon will be secured as follows: (a) on and after the sum Closing Date, the Sold Shares (that have then been registered in the name of Thirty Thousand One Hundred the Buyer) will be pledged by the Buyer to the Seller until all obligations set forth in the Promissory Note have been satisfied in full. In the event that such obligations are not satisfied by the Maturity Date, AdvEn and Eighty Dollars the Buyer ($30,180.00). Said sum shall if not AdvEn) will take any and all steps necessary to cause a certain number of the Sold Shares to be held transferred back into the name of the Seller effective on the Maturity Date determined in accordance with the following formula: A = B – (C/D) Whereby: A = Number of Sold Shares to be transferred back from Buyer to Seller B = 3,699,000 (being the total number of Sold Shares) C = Total amount of principal of the Promissory Note repaid by Landlord the Buyer to the Seller as security at the Maturity Date plus the amount of the Cash Payment D = 0.54069 (being the deemed value of each Sold Share for the faithful performance by Tenant of all the terms, covenants, and conditions purposes of this Lease Letter Agreement) (b) For greater certainty, the Cash Payment will be deemed to have been forfeited by the Buyer and will not be kept reimbursable by the Seller to the Buyer in the event of default as contemplated in the foregoing; and (c) on the Closing Date, AdvEn will execute and performed by Tenant during deliver to the term hereof. If Tenant defaults with respect Seller a general security agreement (the GSA) pursuant to any provision which all of this Lease the personal property and after acquired assets of AdvEn, including, but not limited to, the intellectual property of AdvEn, will be put forward as security in favour of the Seller for the due performance by the Buyer of the obligations set forth in the Promissory Note or, alternatively, the performance by AdvEn in connection with the provisions relating to of Section 3(a) of this Letter Agreement. Notwithstanding the foregoing, the Seller agrees that any and all security obtained from AdvEn in connection with the GSA will be and is hereby subordinated and postponed in favour of the current secured creditors of AdvEn (namely KNP Group Inc. and ▇▇▇▇▇▇▇ Alberta Ltd.), Spartan Capital Securities, LLC (Spartan) and in connection with the currently contemplated brokered and/or non-brokered private placements of convertible debt securities, or a similar financing structure, for aggregate net proceeds of not less than CDN$5,000,000 (after payment of rentagent commissions, Landlord may agent expenses, and the legal and accounting expenses of Nano Innovations Inc. (but shall not be required toNano) useincurred in connection therewith) (the Qualified Financing), apply or retain all or any part of this security deposit for the payment of any rent or any other sum third party investors investing with or through Spartan in defaultconnection with the Qualified Financing (collectively, or for the 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 defaultSenior Creditors). If any portion of said deposit is so used or applied, Tenant shall, within five (5) 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 The Seller hereby agrees that it will not be entitled to interest on commence any action or proceeding against ▇▇▇▇▇ for the realization of any indebtedness or other recovery proceedings in connection with the GSA without the prior written consent of the Senior Creditors. Accordingly, the Seller agrees to execute any and all subordination, standstill and postponement documentation or instruments required by the Senior Creditors or any one of them in such depositform as such Senior Creditors may require. If Tenant shall fully and faithfully perform every provision For greater certainty, the Seller will take such steps so as to ensure that the completion of the Qualified Financing will not be prohibited, limited and/or restricted by way of the issuance of the GSA to the Seller. Any breach of the foregoing provisions by the Seller will be deemed a fundamental breach of the terms of this Lease Letter Agreement and, in addition to any other rights available to the Buyer at law or in equity, will entitle the Buyer to treat the Promissory Note as void and of no further effect as against the Buyer and such treatment is agreed not to be performed a penalty but is intended to serve as compensation for the damages suffered 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 amount of $1,911.67 ($32,091.67 - $30,180.00) Buyer and AdvEn as a result of renegotiating such fundamental breach by the existing lease dated December 15, 1988Seller.

Security. DEPOSIT The Tenant has deposited with given to the Landlord the sum Security stated above. It shall be deposited or invested by the Landlord and bear interest or yield other earnings as required by law. The balance of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00)the interest or earnings, after deduction for the Landlord's administration expenses allowed by law, shall belong to the Tenant. Said sum The Tenant's portion of the interest or earnings shall be permitted to compound, or shall be paid to or credited for the benefit of the Tenant as provided by law. The Security Deposit summary above constitutes the required notice of the Landlord’s custody of the Security Deposit funds. The Security shall be held in trust by the Landlord during the Term of this Lease, including any renewal or extension. It shall be used as security for the faithful performance by Tenant's compliance with the Tenant's obligations under this Lease. The Landlord may deduct any costs resulting from the Tenant's failure to comply with any agreement in this Lease. If the costs exceed the Security, the Tenant of all shall pay the terms, covenants, and conditions of this Lease additional amount to be kept and performed by Tenant Landlord. If the Landlord uses any of the Security during the term hereof. If Tenant defaults with respect to any provision of this Lease including, but not limited toTerm, the provisions relating Tenant shall promptly restore the Security to its original amount. The Security is not to be used by the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit Tenant for the payment of any rent or any other sum in defaultRent without the Landlord's written consent. Within 30 days after the end of the Term, or for the payment of any amount which Landlord may spend or become obligated shall return to spend by reason of the Tenant (a) the Security and the Tenant's default to compensate Landlord for portion of the interest or earnings, less any other loss charges made under this Lease, and (b) a statement itemizing the interest or damage which Landlord may suffer by reason of earnings and any deductions. An exit inspection must be performed before the Tenant's default’s Security Deposit is returned. If any portion of said deposit is so used or applied, Tenant shall, within five (5) 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 the Building is transferred, the Landlord shall (a) turn over the Security plus the Tenant's portion of the interest or earnings to the new Landlord and (b) notify the Tenant of the name and address of the new Landlord. Notice must be given to the Tenant within five days after the transfer, by registered or certified mail. The Landlord shall then no longer be liable to the Tenant for the Security plus the Tenant's portion of the interest or earnings. The new Landlord becomes liable to the Tenant for the return of the Security plus the Tenant's portion of the interest in accordance with the terms of this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.

Security. DEPOSIT Tenant has deposited with Landlord the sum acknowledges receipt of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by 2,700.00, that Landlord is to retain as security for the faithful performance by Tenant of all the terms, covenants, terms 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 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 (5) 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 obligated 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, apply the security deposit on rents or other charges in arrears, or in damages for failure to perform the terms and conditions of this Lease. Application of the security deposit to the arrears of rental payments or damages shall be at the sole option of the Landlord, and the right to possession of the Premises by the Landlord for non-payment of rent for any balance thereof other reason shall not in any event be affected by the security deposit. The security deposit is to be returned to Tenant (orwhen this Lease is terminated, at Landlord's optionaccording t the terms of this Lease, If not otherwise applied by reason of any breach of the terms and conditions of this Lease by Tenant. Tenant expressly acknowledges that Tenant shall not have the right to apply the security deposit to rent. In no event is the security deposit to be returned until Tenant has vacated the Premises and delivered possession to the last assignee of Tenant's interest hereunder) at the expiration of the Lease termLandlord. In the event the Landlord repossesses the Premises because of termination the default of Landlord's interest in the Tenant or because of the failure by the Tenant to carry out the terms and conditions of this Lease, Landlord shall transfer said may apply the security deposit on all damages suffered to the day of repossession and may retain the balance of 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 successor in interest. Tenant is entitled failure to a Security Deposit credit in perform any of the amount terms and conditions of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating this Lease, which sums shall bear interest at the existing lease dated December 15, 1988highest rate permitted by law.

Security. DEPOSIT Tenant has deposited with Landlord Owner the sum of Thirty Thousand One Hundred and Eighty Dollars nineteen thousand ($30,180.00). Said sum shall be held by Landlord 19,000) dollars as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease lease; said security shall be held in an interest bearing account (passbook savings rate) and the interest shall be paid to Tenant annually, less the 1% administrative fee permitted to be kept and performed retained by Tenant during Landlord. It is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, Landlord Owner may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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, default or for the payment of any amount sum which Landlord Owner may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Leaselease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itlease, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to after the last assignee of Tenant's interest hereunder) at date fixed as the expiration end of the Lease termand after delivery of entire possession of the demised premises to Owner. In the event of termination a sale of Landlord's interest in this Leasethe land and building or leasing of the building, Landlord of which the demised premises form a part, Owner shall have the right to transfer said deposit the security to Landlord's successor in interestthe 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 is entitled further covenants that it will not assign or encumber or attempt to a Security Deposit credit in assign or encumber the amount of $1,911.67 ($32,091.67 - $30,180.00) monies deposited herein as a result of renegotiating the existing lease dated December 15security and that neither Owner nor its successors or assigns shall be bound by any such assignment, 1988encumbrance, attempted assignment or attempted encumbrance.

Security. DEPOSIT Tenant has deposited with Landlord SECURITY -------- As security to secure the sum due and punctual payment by the Borrower of Thirty Thousand One Hundred the principal of and Eighty Dollars interest on the Loan and all other amounts payable by the Borrower under this Agreement and to secure the due and punctual performance of the Borrower's other obligations hereunder, the Borrower shall deliver to the Lender a securities pledge agreement, in substantially the form of Schedule "A" hereto, pledging in favour of the Lender the Pledged Securities and the interest of the Borrower in the Pledged Securities, defined as follows: ($30,180.00). Said sum shall be held a) 4,219,624 common shares of Granges Inc. owned by Landlord as security for the faithful performance Borrower and not subject to the terms of the Escrow Agreement; (b) 2,419,355 common shares of Dakota Mining Corporation owned by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect Borrower; (c) subject to any provision of this Lease includingprior rights under the Escrow Agreement, but not limited to, the provisions relating up 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 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 (5) 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 50% of the Lease term. In Underlying Granges Shares, provided that (i) the event of termination of Landlord's interest in this LeaseClearance Date occurs after February 9, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 1996 and ($32,091.67 - $30,180.00ii) as a result of renegotiating retraction of any Special Warrants, any such Underlying Granges Shares are no longer reserved for the existing lease dated December 15purposes of exchanges of the Exchangeable Debentures and are accordingly released from escrow in accordance with the Escrow Agreement; and (d) subject to any prior rights under the Trust Agreement, 1988the Net Proceeds (or any portion thereof) that are not required to satisfy the rescission price of any rescinded Special Warrants, provided that either (i) the Clearance Date occurs prior to February 9, 1996 and the Net Proceeds are released to the Borrower; or (ii) the Clearance Date does not occur by February 9, 1996 but as the result of the exercise of any Special Warrants, such Net Proceeds (or any portion thereof) are released to the Borrower. For greater certainty, the Borrower and Lender acknowledge and agree that the pledge in respect of the Pledged Securities referred to in sub-clauses (c) and (d) above shall attach on the Advance Date, subject to any prior rights or security interests under the Trust Agreement or the Escrow Agreement.

Security. DEPOSIT Tenant has deposited with Landlord (a) The payment and performance of the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum DRB Loan shall be held secured by Landlord pledge agreements, a security agreement, financing statements and related instruments more particularly described as security items (1) through (13) on Schedule I affixed hereto and by this reference incorporated herein and made a part hereof (collectively, the "Security Documentation") to be executed by Borrower in favor of Lender for the faithful performance purpose of creating and perfecting security interests in each of the following (collectively, the "Collateral"): (i) A pledge and security interest (the "CCTI Stock Pledge") in all of Borrower's ownership interests in Century Casinos Tollgate, Inc., a Delaware corporation ("CCTI") consisting of 100% of the issued and outstanding common voting stock of CCTI, shall be granted by Tenant Borrower in favor of all Lender (any requirements imposed by the terms, covenantsColorado gaming authorities as a condition of such pledge shall be acceptable to Lender, and conditions Borrower shall be responsible for all costs incurred by ▇▇▇▇▇▇ in complying with such requirements including, without limitation, travel expenses incurred by him or his representatives); and (ii) A pledge and security interest (the "Tollgate Membership Pledge") in all of this Lease CCTI's equity and membership interests in Tollgate (the "Tollgate Membership Interest"), to be kept a minimum of a 65% ownership interest, shall be granted by CCTI in favor of Lender (any requirements imposed by the Colorado gaming authorities as a condition of such pledge shall be acceptable to Lender, and performed Borrower shall be responsible for all costs incurred by Tenant during the term hereof. If Tenant defaults Lender in complying with respect to any provision of this Lease such requirements including, but not limited towithout limitation, travel expenses incurred by him or his representatives); and (iii) The promissory note and each other loan document evidencing the Subordinated Loan, together with all documents and instruments securing repayment of the Subordinated Loan (collectively, the provisions relating to the payment of rent, Landlord may (but shall not be required to"Subordinated Loan Documents") 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 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 (5) 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 collaterally assigned and pledged and a material breach security interest perfected in favor of this Lease▇▇▇▇▇▇ (the "Subloan Security Interest"), including, without limitation, delivery of the original promissory note evidencing the Subordinated Loan. 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 The Subordinated Loan Documents shall be returned subject 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988review and approval by ▇▇▇▇▇▇.

Security. DEPOSIT Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as As security for the faithful performance by Tenant Loan the Borrower will: (a) execute and deliver to the Lender a Promissory Note in respect of each advance of the Loan; (b) execute and deliver to the lender a general security agreement under which the Borrower will grant to and in favour of the Lender a first security interest over all of its present and after-acquired personal property, subject only to Permitted Encumbrances; (c) execute and deliver to the Lender an assignment of all trademarks and other intellectual property of the termsBorrower; (d) cause each of the Material Subsidiaries to execute and deliver to the Lender a guarantee under which it will guarantee all indebtedness of the Borrower to the Lender hereunder; (e) cause each of the Material Subsidiaries to execute and deliver to the Lender a general security agreement under which it will grant to and in favour of the Lender a first security interest over all of its present and after-acquired personal property, covenantssubject only to Permitted Encumbrances; (f) cause the holders of the Subordinated Convertible Debentures to execute and deliver to the Lender a subordination and postponement agreement under which each holder of the Subordinated Convertible Debentures will agree to subordinate and postpone in favour of the Lender their security and all amounts payable to them under the Subordinated Convertible Debentures; (g) cause the principals of the Management Credit Facility to execute and deliver to the Lender a subordination and postponement agreement under which they will agree to subordinate and postpone in favour of the Lender their security and all amounts payable to them under the Management Credit Facility; (h) execute, register and conditions of this Lease deliver to the Lender a title-insured first mortgage over the Formosa Property and cause the Lender to be kept named as first "loss payee" on all property insurance policies held by the Borrower in respect of the Formosa Property; (i) cause Blue Mountain to execute, register 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 deliver to the payment of rent, Landlord may Lender a title-insured second mortgage over the Collingwood Property (but shall not be required tosubject only to the Collingwood Property Mortgage) use, apply or retain all or any part of this security deposit for and cause the payment of any rent or any other sum in default, or for the 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 (5) 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 Lender to be performed named as first "loss payee" on all property insurance policies held 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 Borrower in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.respect thereto;

Security. DEPOSIT Simultaneously with the execution of this Lease, Tenant has deposited shall deposit with Landlord a sum in the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00)amount set forth in the Data Sheet as a security deposit. Said sum Such security deposit shall be held by Landlord as considered security for the faithful performance payment and performance, by Tenant of all the terms, covenants, conditions and agreements of this Lease, but in no event shall the Landlord be obliged to apply the same upon rents, or other charges in arrears or upon damages for the Tenant's failure to perform the said covenants, conditions and agreements; but the Landlord, may so apply the security, at its option; and the Landlord's right to bring a special proceeding to recover or otherwise to obtain possession of the leased premises before or after Landlord's declaration of the termination of this Lease for non-payment of rent or for any other reason, shall not, in any event, be affected by reason of the fact that the Landlord holds this security. The said sum, if not applied toward the payment of rent in arrears or toward the payment of damages suffered by the Landlord by reason of the Tenant's breach of the covenants, conditions and agreements of this Lease, is to be kept returned to the Tenant without interest, except as provided by law, when this Lease is terminated, according to these terms, and performed in no event is the said security to be returned until the Tenant has vacated the leased premises and delivered possession to the Landlord. In the event that the Landlord repossesses itself of the leased premises whether by Tenant during special proceeding or re-entry or otherwise became of the term hereof. If Tenant defaults with respect Tenant's default or because of the Tenant's failure to any provision carry out the covenants, conditions and agreements of this Lease including, but not limited toLease, the provisions relating Landlord may apply the said security upon all damages suffered to the date of said repossession and may retain the said security to apply upon such damages as may be suffered or accrue thereafter by reason of the Tenant's default or breach. In the event any bankruptcy, insolvency, reorganization or other creditor-debtor proceedings shall be instituted by or against Tenant, or its successors or assigns, or any guarantor of Tenant hereunder, such security deposit shall be deemed to be applied First to the payment of rentany rents and/or other charges due Landlord for all periods prior to the institution of such proceedings and the balance, if any, of such security deposit may be retained by Landlord may (but in partial liquidation of Landlord's damages. The Landlord shall not be required to) useobligated to keep the said security deposit as a separate fund, but may commingle the said security deposit with its own funds. In the event Landlord shall from time to time elect to apply or retain all or any part pan of the security deposited by Tenant pursuant to this security deposit for the payment of any rent or any other sum in defaultsection, or for the 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, then Tenant shall, within in such event upon five (5) days after written demand therefornotice in writing, deposit cash with Landlord in an amount sufficient to restore the additional security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. that at all times Landlord shall not be required to keep have in its possession security in the amount set forth in 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 termsection. In the event of termination the sale or transfer of Landlord's interest in this Leasethe building in which leased premises are located, Landlord shall transfer said the security deposit to Landlord's such purchaser or transferee, in which event Tenant shall be entitled to look to the new landlord for the return of the security deposit, and Landlord shall thereupon be released from all liability to Tenant for the return of such security deposit. Tenant agrees that it will not took to any trustee, mortgagee or successor in interest. Tenant is entitled tide to a Security Deposit credit the budding, for accountability for any security deposit or related sums held by Landlord or its successor landlords hereunder, unless and only to the extent such sums have actually been received by said mortgagee, trustee or successor in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988tide.

Security. DEPOSIT (a) Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord Security Deposit as security for the full and faithful payment and performance by Tenant of all the terms, covenants, and conditions of Tenant's obligations under this Lease to be kept and performed by Tenant during the term hereofLease. If Tenant defaults with respect to in the full and prompt payment and performance of any provision of its obligations under this Lease beyond any applicable cure period, including, but not limited towithout limitation, the provisions relating to the payment of rentRent, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this security deposit the Security Deposit to the extent required for the payment of any rent Rent or any other sum sums as to which Tenant is in default, default beyond any applicable cure period or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for beyond any other loss or damage which Landlord may suffer by reason applicable cure period in respect of any of Tenant's defaultobligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any portion part of said deposit is so used or appliedthe security, Tenant shall, within five (5) days after written shall upon demand therefor, immediately deposit cash with Landlord in an a sum equal to the amount sufficient to restore the so used, applied and retained, as 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 depositas aforesaid. If Tenant shall fully and faithfully pay and perform every provision all of Tenant's obligations under this Lease to be performed by itLease, the security deposit Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant (orafter the date on which this Lease shall expire or sooner end or terminate, at Landlord's option, and after delivery to the last assignee Landlord of Tenant's interest hereunder) at the expiration entire possession of the Lease termDemised Premises. In the event of termination 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 interest 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 provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (b) Tenant shall provide to Landlord an irrevocable 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 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 said deposit the security to the 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 successor 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 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 interest. Tenant accordance with this Lease be signed by an officer (President, Executive Vice President, Vice President or Treasurer) of the corporate general partner of Landlord and state that Landlord is entitled to draw on the Letter of Credit and that Landlord has provided to Tenant all requisite notices regarding the same as provided in this Section 8.01(b) and 8.03 below. 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 may 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 Security Deposit credit in the amount period of $1,911.67 thirty ($32,091.67 - $30,180.0030) as days thereafter. The Letter of Credit will contain a result of renegotiating the existing lease dated December 15, 1988.provision requiring

Security. DEPOSIT The Tenant has deposited with given to the Landlord the sum Security stated above. It shall be deposited or invested by the Landlord and bear interest or yield other earnings as required by law. The balance of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00)the interest or earnings, after deduction for the Landlord's administration expenses allowed by law, shall belong to the Tenant. Said sum The Tenant's portion of the interest or earnings shall be permitted to compound, or shall be paid to or credited for the benefit of the Tenant as provided by law. The Security Deposit summary above constitutes the required notice of the Landlord’s custody of the Security Deposit funds. The Security shall be held in trust by the Landlord during the Term of this Lease, including any renewal or extension. It shall be used as security for the faithful performance by Tenant's compliance with the Tenant's obligations under this Lease. The Landlord may deduct any costs resulting from the Tenant's failure to comply with any agreement in this Lease. If the costs exceed the Security, the Tenant shall pay the additional amount to the Landlord. If the Landlord uses any of all the termsSecurity during the Term, covenants, and conditions of this Lease the Tenant shall promptly restore the Security to its original amount. The Security is not to be kept and performed used by the 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 defaultRent without the Landlord's written consent. Within 30 days after the end of the Term, or for the payment of any amount which Landlord may spend or become obligated shall return to spend by reason of the Tenant (a) the Security and the Tenant's default to compensate Landlord for portion of the interest or earnings, less any other loss charges made under this Lease, and (b) a statement itemizing the interest or damage which Landlord may suffer by reason of earnings and any deductions. An exit inspection must be performed before the Tenant's default’s Security Deposit is returned. If any portion of said deposit is so used or applied, Tenant shall, within five (5) 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 the Building is transferred, the Landlord shall (a) turn over the Security plus the Tenant's portion of the interest or earnings to the new Landlord and (b) notify the Tenant of the name and address of the new Landlord. Notice must be given to the Tenant within five days after the transfer, by registered or certified mail. The Landlord shall then no longer be liable to the Tenant for the Security plus the Tenant's portion of the interest or earnings. The new Landlord becomes liable to the Tenant for the return of the Security plus the Tenant's portion of the interest in accordance with the terms of this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988.

Security. DEPOSIT Tenant has deposited Section 27.1 TENANT shall deposit with Landlord LANDLORD the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 11,850.99 as security for the faithful performance and observance by Tenant TENANT of all the terms, covenants, provisions and conditions of this Lease to be kept Lease. It is agreed that in the event TENANT defaults in respect of any of the terms, provisions and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision conditions of this Lease Lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, Landlord LANDLORD may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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 default of for the payment any reason of TENANT'S default in respect 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. Landlord shall 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 In the event that TENANT shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itLease, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to TENANT after the last assignee of Tenant's interest hereunder) at date fixed as the expiration end of the Lease termand without deduction or charge after delivery of entire possession of the Demised Premises to LANDLORD. In the event of termination a sale of Landlord's interest the land and building, 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 the 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 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. Provided that the TENANT is not in this default under the terms, covenants and conditions of the Lease, Landlord TENANT shall transfer said deposit to Landlord's successor in interest. Tenant is be entitled to a Security Deposit credit of $6,173.86 in the amount twenty-fifth (25th ) month of the Lease, leaving a remaining security of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 19885,713.13 after such credit.

Security. DEPOSIT Tenant has deposited with Landlord The Borrower will not have executed prior to 21 days following the sum date hereof a debenture granting security over its assets in a form and substance satisfactory to the Lender; then immediately upon the occurrence of Thirty Thousand One Hundred any of the events described in Section 7.5 or 7.6 and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as security for at the faithful performance by Tenant option of all the terms, covenants, and conditions Lender upon the occurrence of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision other Event of this Lease including, but not limited toDefault, the provisions relating Loan, all notes and all other Obligations immediately will mature and become due and payable without presentment, demand, protest or notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lender is authorized without notice to the payment of rent, Landlord may (but shall not be required to) use, anyone to offset and apply or retain to all or any part of this security deposit for the payment Obligations all moneys, credits and other property of any rent nature whatsoever of Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with (whether held by Borrower individually or jointly with another party), Lender or any other sum in default, or for of Lender’s Affiliates. The rights and remedies of Lender upon the payment occurrence of any amount which Landlord Event of Default will include but not be limited to all rights and remedies provided in the Loan Documents and all rights and remedies provided under applicable law. In furtherance but not in limitation of the foregoing, upon the occurrence of an Event of Default, Lender may spend or become obligated refuse to spend make any further advances under any Note included in the Obligations. Borrower waives any requirement of marshalling of the assets covered by reason the Loan Documents upon the occurrence of Tenant's default any Event of Default. Notwithstanding the foregoing, Borrower shall have the right to compensate Landlord for cure any other loss or damage which Landlord may suffer by reason Event of Tenant's default. If any portion Default described in Sections 7.1, 7.2, 7.4, 7.8, 7.11, 7.12 7.13 and 7.14 within thirty (30) days of said deposit is so used or appliedreceiving notice from Lender of such Event of Default; provided, Tenant shallhowever, if, within five such thirty (530) day cure period, Borrower commences to exercise best efforts to cure such Event of Default, as solely determined by Lender, Borrower’s right to cure such Event of Default shall be extended to ninety (90) 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 receiving notice from its general fund and Tenant shall not be entitled to interest on Lender of such deposit. If Tenant shall fully and faithfully perform every provision Event 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Default.

Security. DEPOSIT Section 27.1 Tenant has deposited with Landlord the a sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord equal to [***] months Base Rent as of the date of this Lease Agreement as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during the term hereofLease. If Landlord shall place the security in a non-interest-bearing account. It is agreed that in the event Tenant defaults with in respect to any provision of this Lease the terms, provisions and conditions of the Lease, including, but not limited to, the provisions relating to the payment of rentRent, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit so deposited to the extent required for the payment of any rent Rent or any other sum as to which Tenant is in default, default or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for ’s default, including but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other loss or damage which Landlord may suffer re-entry by reason of Tenant's defaultLandlord. If any portion of said deposit the security is so used used, applied, or appliedretained, Tenant shall, within five (5) days after written demand therefortherefor by Landlord, 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 Leaseamount. 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of this Lease to be performed by itthe terms, provisions, covenants and conditions of the Lease, 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 within thirty days following termination of the Lease termas provided in Article XXIII and after delivery of possession of the Premises to Landlord. In the event of termination an assignment by Landlord of Landlord's interest its estate in this Lease, Landlord shall have the obligation to transfer said deposit the security to the assignee and Landlord shall thereupon be released by Tenant from all liabilities for the return of such security. In the event of such assignment, Tenant agrees to look solely to the new Landlord for the return of such security. It is further agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord's successor in interest. Tenant is entitled further covenants that it will not assign or encumber or attempt to a Security Deposit credit in assign or encumber the amount of $1,911.67 ($32,091.67 - $30,180.00) monies deposited herein as a result of renegotiating the existing lease dated December 15security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, 1988encumbrance, attempted assignment or attempted encumbrance.

Security. DEPOSIT Tenant has deposited with Landlord 9.1 The Borrower agrees to create mortgage over the sum of Thirty Thousand One Hundred Property in such form and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord manner as security for the faithful performance by Tenant of all the terms, 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 not be required to) useby the Lender to secure the Loan together with the Outstanding Obligations, apply or retain all or any part of this security deposit for the payment of any rent or any other sum details whereof are provided in default, or for the 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 (5) 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. Schedule I annexed hereto. 9.2 In the event of termination the security furnished by the Borrower is found to be insufficient / incorrect in value, the Borrower shall be directed to furnish additional security as may be required by the Lender. 9.3 In case of LandlordProperty being under construction, properties, if the registration of the Property does not take place at the time of sanction of the Loan but takes place upon completion of construction, the Borrower shall take possession and register the Property within 30 (Thirty) days of receiving an intimation from the Lender that the Property is ready for possession and registration. Without prejudice to the Lender's other rights, in case of any delay by the Borrower beyond 30 (Thirty) days to comply with the aforesaid requirement, the Borrower shall be liable to pay to the Lender additional interest at the rate specified in this LeaseSchedule I. Such additional interest shall be charged debited to the Borrower's Loan account on the specific dates thereof and shall be deemed to form part of the outstanding Loan. If the property is not registered within 30 (Thirty) days from the date of intimation as mentioned above, Landlord it would constitute an event of default as defined under Clause 13 below. 9.4 In case the Purpose for which the Loan is granted to the Borrower is to finance the construction of a house by the Borrower on a plot of land already owned by the Borrower, an architect appointed by the Lender must also certify at various stages of construction that the construction is strictly as per the sanctioned plan and shall transfer said deposit also certify at a particular point of time that the completion certificate of the building issued by the competent authority has been obtained. 9.5 All security furnished by the Borrower to Landlord's successor the Lender in interest. Tenant is entitled to a Security Deposit credit in connection with the amount of $1,911.67 ($32,091.67 - $30,180.00) Loan shall remain as a result continuing security to the Lender and the same shall be binding upon the Borrower. 9.6 The Borrower agrees that the security shall not be discharged / released by intermediate payment by the Borrower or any settlement of renegotiating accounts by the existing lease dated December 15Borrower till such time all the dues in respect of the Loan are fully paid to the satisfaction of the Lender and the Lender consents to give a discharge / release in respect of the security in writing to the Borrower. 9.7 The security shall be in addition to and not in derogation of any other security, 1988which the Lender may at any time hold in respect of the Borrower's dues and shall be available to the Lender until all accounts between the Lender and the Borrower in respect of the Loan are ultimately settled. 9.8 The Borrower further agrees that the security created shall also be security for all other monies that may be due and payable by the Borrower to the Lender, on any account whatsoever, whether present or future, including any liability of the Borrower as a surety or co-obligator either singly or along with any other Person. 9.9 The Borrower shall provide to the Lender a power of attorney authorizing the Lender to do all things necessary to perfect the security created under the Transaction Documents and do all other things in relation thereto.

Security. DEPOSIT Tenant has (a) Upon the occurrence of a Security Triggering Event, the Company shall have the right to require the Reinsurer to post security in an amount equal to the Security Amount. Not later than ten (10) Business Days following receipt by the Reinsurer of written notice from the Company requiring such security (the “Initial Security Amount Posting Date”), the Reinsurer shall calculate the Security Amount, provide written notice of such calculation to the Company and post security in such amount. At the option of the Reinsurer, such security may take the form of either (x) a letter of credit issued by a bank, and in a form, reasonably acceptable to the Company naming the Company as beneficiary or (y) assets (complying with the investment guidelines attached to the ING Asset Management Services Agreement) deposited in a trust account established for the benefit of Company on terms reasonably acceptable to the Company and the Reinsurer. In connection with Landlord the sum foregoing, the Reinsurer shall take all actions as may be necessary or desirable, or that the Company may reasonably request, in order to grant the Company a security interest in any assets deposited in trust pursuant to the preceding sentence. (b) For each Accounting Period beginning after an Initial Security Amount Posting Date and prior to the related Security Amount Release Date, the Reinsurer shall calculate the Security Amount with respect to such Accounting Period and provide written notice of Thirty Thousand One Hundred and Eighty Dollars the calculation of the Security Amount to the Company ($30,180.00the “Security Amount Adjustment Notice”), not later than thirty (30) calendar days after the end of the prior Accounting Period (the “Security Amount Adjustment Date”). Said sum If the Security Amount is reduced as of any Security Amount Adjustment Date, then the excess portion of any letter of credit posted as security pursuant to this Section 4.3 shall be held by Landlord cancelled or the excess portion of the assets deposited in a trust account as security for pursuant to this Section 4.3 shall be returned to the faithful performance by Tenant Reinsurer, as the case may be, within two (2) Business Days of all the termsdelivery of the Security Amount Adjustment Notice to the Company. If the Security Amount is increased as of any Security Amount Adjustment Date, covenantsthen the Reinsurer shall post the required additional security (in the form described in Section 4.3(a)) promptly upon delivery of the Security Amount Adjustment Notice to the Company. (c) The Company hereby agrees that it shall draw on any letter of credit posted in respect of a Security Triggering Event or withdraw assets on deposit in a trust account in respect of a Security Triggering Event only if, and conditions to the extent that, the Reinsurer fails to timely pay any material amount due to the Company hereunder and such amount remains unpaid for thirty (30) calendar days after notice to the Reinsurer of this Lease such nonpayment. Any amount drawn on a letter of credit or paid from a trust account pursuant to the preceding sentence shall be kept deemed to satisfy the Reinsurer’s requirement to make such payment. (d) In the event that following a Security Triggering Event the insurer financial strength rating of the Reinsurer increases to at least “A-” by Standard & Poor’s Ratings Services, then any letter of credit posted in respect of such Security Triggering Event shall be surrendered and performed cancelled or any amount held in trust in respect of such Security Triggering Event shall be returned to the Reinsurer, as the case may be, within two (2) Business Days after the date upon which the Reinsurer provides to the Company notice of such ratings increase (the “Security Amount Release Date”). (e) The Company may contest the Reinsurer’s calculation of the Security Amount by Tenant during providing an alternative calculation to the term hereofReinsurer in writing within thirty (30) calendar days after the date on which the Company receives the Reinsurer’s calculation. If Tenant defaults the Company contests the Reinsurer’s calculation of the Security Amount with respect to any provision of this Lease including, but not limited toAccounting Period, the provisions relating parties shall act in good faith to reach an agreement as to the payment of rent, Landlord may correct Security Amount for such Accounting Period within fifteen (but shall not be required to15) use, apply or retain all or any part of this security deposit for calendar days after the payment of any rent or any other sum in default, or for date on which the 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 defaultCompany submits its alternative calculation. If the Company and the Reinsurer are unable to reach an agreement as to the calculation of the Security Amount during such period, the parties may submit the dispute regarding the calculation of the Security Amount for resolution to an independent third party actuary mutually acceptable to the Company and the Reinsurer (the “Independent Actuary”). Upon the selection of the Independent Actuary, and in any portion of said deposit is so used or applied, Tenant shall, event within five (5) calendar days following such selection, the parties shall cause the Independent Actuary to review the calculation of the Security Amount and to deliver to the Reinsurer and the Company as promptly as practicable (but no later than thirty (30) calendar days after written demand thereforthe commencement of the Independent Actuary’s review), deposit cash with Landlord a report setting forth the Independent Actuary’s calculation of the Security Amount. Such report shall also state the fees, costs and expenses of the Independent Actuary and indicate which of the parties shall bear such costs or in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so what percentage such costs shall be a material breach allocated to the parties. The Independent Actuary’s report shall be final and binding upon the Reinsurer and the Company. (f) The security required by this Section 4.3 shall be maintained separately for each of this LeaseAgreement, Reinsurance Agreement (A) and Reinsurance Agreement (C). Landlord The Company shall not be required reimburse the Reinsurer for any amount by which the cost of providing three separate forms of security exceeds that which the Reinsurer would have incurred to keep this security deposit separate from its general fund and Tenant maintain a single form of security; provided, that the Reinsurer shall not be entitled use commercially reasonable efforts to interest on minimize any 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988excess.

Security. DEPOSIT Tenant has deposited (a) This Agreement is for the benefit of the Collateral Agent and the Secured Parties to secure (i) the prompt and complete payment and performance when due by the OPNY Borrower of all of the OPNY Obligations, including all amounts payable or to become payable to the OPNY Secured Parties by the OPNY Borrower under the OPNY Financing Documents when and as the same shall become due and payable (whether by acceleration or otherwise) in accordance with Landlord the sum terms thereof, (ii) the prompt and complete payment and performance when due by the OPMW Borrower of Thirty Thousand One Hundred all OPMW Obligations, including all amounts payable or to become payable to the OPMW Secured Parties by the OPMW Borrower under the OPMW Financing Documents when and Eighty Dollars as the same shall become due and payable ($30,180.00whether by acceleration or otherwise) in accordance with the terms thereof, (iii) the prompt and complete payment and performance when due of all other obligations of any OPNY Operating Subsidiary under any of the OPNY Financing Documents, (iv) the prompt and complete payment and performance when due of all other obligations of the OPMW Operating Subsidiary under any of the OPMW Financing Documents, (v) the prompt and complete payment and performance when due of all other obligations of the OPNY Companies, the OPMW Companies and Holdco under any OPNY Financing Document or OPMW Financing Document to which any of the OPNY Companies, the OPMW Companies or Holdco is a party, and (vi) the due performance and compliance by Pledgor with the terms hereof, each other OPNY Financing Document and each of the OPMW Financing Documents to which it is a party (collectively, the "Secured Obligations"). Said sum shall be held by Landlord as security for Without limiting the faithful performance by Tenant generality of all the termsforegoing, 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 Agreement secures the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any amounts which constitute part of this security deposit the Secured Obligations and would be owed to the Secured Parties by any of Holdco, the OPNY Companies, the OPMW Companies, the OPNY Borrower, each OPNY Operating Subsidiary, the OPMW Borrower and the OPMW Operating Subsidiary (collectively, the "Transaction Parties") but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Transaction Party. (b) Pledgor understands, agrees and confirms that the Collateral Agent may enforce this Agreement against it without proceeding against any of the Transaction Parties or against any other credit or security for payment of any rent or any other sum in default, or for the 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 (5) 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Secured Obligations.

Security. DEPOSIT Tenant A. On or before the date that is three business days after Sublessor notifies Sublessee that Sublessor has deposited received the Consent to Sublease and the Consent to Sublessee's Initial Plans and Specifications, Sublessee shall deposit and shall thereafter maintain at all times with Landlord Sublessor until the date that is days after the expiration of the Term, as a security deposit (the "Security") for the faithful performance and observance by Sublessee of the covenants, agreements, terms, provisions and conditions of this Sublease, an unconditional irrevocable commercial letter of credit in the aggregate amount of Sixty Three Thousand Eight Hundred Ninety Nine Dollars ($63,899.00), in form and substance satisfactory to Sublessor and issued by a commercial bank that is reasonably acceptable to Sublessor, payable upon presentation by Sublessor to such issuer at its counters in New York City of a sight draft, which letter of credit shall provide for the continuance of such credit for the period of at least one (1) year after the date of issue. From time to time during the Term, on or before the date that is thirty (30) days prior to the expiry date of any letter of credit, Sublessee shall deliver to Sublessor a replacement letter of credit, or an extension or renewal of the existing letter of credit, that complies with the requirements of this Section. If Sublessee shall fail properly and timely to replace, renew or extend the letter of credit as aforesaid, then Sublessor shall have the right to draw on such letter of credit for the balance remaining under such letter of credit and hold and apply the proceeds thereof in accordance with this Section. Sublessor shall endeavor in good faith (but shall not be required) to notify Sublessee prior to any draw pursuant to the foregoing sentence. Notwithstanding the foregoing, in lieu of the foregoing letter of credit in the amount of $63,899.00. Sublessee at its option, may deposit with Sublessor the sum of Thirty One Thousand One Nine Hundred Forty-Nine Dollars and Eighty Dollars Fifty Cents ($30,180.00)31,949.50) in cash and a letter of credit in the amount of Thirty-One Thousand Nine Hundred Forty-Nine Dollars and Fifty Cents ($31,949.50) in the form of the letter of credit described herein to constitute the Security. Said sum If Sublessee exercises such option, then in such event, to the extent the cash portion of the Security has not been otherwise utilized or applied in accordance with the provisions hereof, it shall be applied by Sublessor to the payment of the Fixed Rent payable for the last sixty (60) days of the Term. B. Each letter of credit to be deposited and maintained with Sublessor (or the proceeds thereof) shall be held by Landlord Sublessor as security for the faithful performance and observance by Tenant Sublessee of all the terms, covenants, provisions and conditions of this Lease Sublease, and in the event that (x) any default occurs under this Sublease and is not cured by Sublessee within any applicable grace period, or) Sublessor is entitled to draw on the letter of credit pursuant to the provisions of subsection (A), then, in any such event, Sublessor may draw on such letter of credit, and the proceeds of such letter of credit (or any cash security deposited by the Sublessee with Sublessor in substitution for such letter of credit) (collectively the "Security Proceeds"; all such Security Proceeds shall be kept deemed to constitute the Security hereunder) shall then be held and performed by Tenant during applied as security (and be Sublessor agrees to deposit the term hereofof replenished, if necessary), in accordance with this Section. If Tenant defaults Sublessor agrees to deposit the Security Proceeds in a separate interest bearing escrow account and, with respect to Security Proceeds only, after deducting any provision administrative fees permitted by law (currently 1 % per annum), to pay the interest to Sublessee annually. Sublessee's tax identification number is ▇▇-▇▇▇▇▇▇▇. C. It is agreed that in the event Sublessee defaults in respect of any of the covenants, agreements, terms, provisions and conditions of this Lease Sublease (after notice and the expiration of any applicable grace period), Sublessor may use, apply or retain such part of the Security Proceeds as shall be equal to the sum as to which Sublessee is in default or for any sum which Sublessor may expend or may be required to expend by reason of Sublessee's default in respect of any of the covenants, agreements, terms, provisions and conditions of this Sublease, including, but not limited to, any damages or deficiency in the provisions relating to re-letting of the payment of rentSubleased Premises, Landlord may (but whether such damages or deficiency occurred before or after summary proceedings or other re-entry by Sublessor. Sublessor shall not be required to) to so use, apply or retain all or any part of this security deposit for the payment of Security Proceeds, but if any rent or any other sum in default, or for the 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 part thereof is so used used, applied or appliedretained in accordance with the provisions of this Section, Tenant Sublessee shall, within five (5) days after written demand thereforupon demand, immediately deposit cash with Landlord in Sublessor an amount sufficient equal 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 used, applied or retained. D. In the event that Sublessee shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants, agreements and conditions of this Lease to be performed by itSublease, the security deposit or any balance thereof unapplied Security Proceeds shall be returned to Tenant Sublessee within ten (or, at Landlord's option, to 10) business days after the last assignee date fixed as the end of Tenant's interest hereunder) at the expiration this Sublease and after delivery of the Lease term. In entire possession of the event of termination of Landlord's interest in this Lease, Landlord shall transfer said deposit Subleased Premises to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988Sublessor.

Security. DEPOSIT Tenant has deposited shall deposit with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 80,000.00 as security for the faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during Lease; it is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease Lease, including, but not limited to, the provisions relating to the payment of rent and additional rent, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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, default or for the payment of any amount sum which Landlord may spend or become obligated to spend expended by reason of Tenant's default to compensate Landlord for in respect of 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Lease, including but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re- entry by Landlord. Landlord shall 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 In the event that Tenant shall fully and faithfully perform every provision comply with all the terms, provisions, covenants and conditions of this Lease to be performed by itLease, the security deposit or any balance thereof with the interest thereon, if any, to which the Tenant is entitled shall be returned to Tenant (or, at Landlord's option, to promptly after the last assignee of Tenant's interest hereunder) at date fixed as the expiration end of the Lease termand after delivery of entire possession of the Demised Premises to Landlord. In the event of termination a sale of Landlord's interest in this Leasethe 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 deposit security; and it is agreed that the provisions hereof shall apply to Landlord's successor in interestevery 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. For purposes of recording security, Tenant's I.D. number is entitled to a Security Deposit credit . In the event Tenant is not in default of this Lease beyond any applicable cure period, Landlord shall apply $40,000.00 of the security towards Tenant's rental payment due for the 13th month of this Lease. Thereafter, if Tenant is not in default of this Lease beyond any applicable cure period, Landlord shall apply the remaining $40,000.00 towards Tenant's rental payment due for the 25th month of this Lease. Tenant shall pay Landlord the difference in the amount of $1,911.67 ($32,091.67 - $30,180.00rental payment due for the 13th and 25th month(s) as a result of renegotiating at the existing lease dated December 15, 1988time such payments become due hereunder.

Security. DEPOSIT 41.01 (a) Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 85,737.67 as security for the faithful performance and observance by Tenant of all the terms, covenantsprovisions, covenants and conditions of this Lease to be kept and performed by Tenant during Lease, it is agreed that in the term hereof. If event Tenant defaults with in respect to of any provision of the terms, provisions, covenants and conditions of this Lease including, but not limited to, the provisions relating to the payment of fixed annual rent and additional rent, Landlord may (but shall not use, apply or retail the whole or any part of the security so deposited to the extent required for the payment of any fixed annual rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant promptly after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, of which the demised premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be $85,737.67. (i) Notwithstanding the foregoing, in lieu of cash security deposit provided for in subsection (a) hereof Tenant has delivered to Landlord and, shall maintain in effect at all times during the term hereof, an irrevocable letter of credit, in the form of Schedule H hereto in the amount of the security required pursuant to this Lease issued by a banking corporation reasonably satisfactory to Landlord and having its principal place of business or its duly licensed branch or agency in the City and State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given not less than 45 days prior to the expiration thereof. Except as otherwise provided herein, Tenant shall, throughout the term of this Lease deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a “Security Letter”) no later than 30 days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be not less than one year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacement of a Security Letter within the time limits set forth in its subsection (b)(i), Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder until provided with a Security Letter that complies with the provisions of this Section 41.01(b). (ii) In the event Tenant defaults in respect to any of the terms, provisions, covenants and conditions of this Lease, including, but not limited to) , the payment of rent and additional rent, Landlord may use, apply or retain all the whole or any part of this the security deposit 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, default or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's ’s default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the security represented by the Security Letter in the major, for the purpose, and to compensate the extent provided in this Article 41, each Security Letter shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s draft drawn on the issuing bank without accompanying memoranda on statement of beneficiary. (iii) In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of the Lease and Landlord utilizes all or any part of the security represented by the Security Letter but does not terminate this Lease as provided in Article 16 hereof, Landlord may, in addition to exercising its rights as provided in subsection (b)(ii), 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 other loss or damage sum which Landlord may suffer expend or be required to expend by reason of Tenant's default. If ’s default in respect of any portion of said deposit is so used or appliedthe terms, Tenant shallcovenants, within five (5) 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 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 not be less than the security required to keep this security deposit separate from its general fund and Tenant shall not be entitled to interest on such deposit. If by Section 41.01. (iv) In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itLease, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to promptly after the last assignee of Tenant's interest hereunder) at date fixed as the expiration end of the Lease termand after delivery of entire possession of the demised premises to Landlord. In the event of termination a sale of Landlord's interest in this Leasethe Land and Building or leasing of the Building, Landlord shall (subject to the provisions of the final sentence of this subsection (b)(iv)) have the right to transfer any interest it may have in the Security Letter to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Letter, provided such vendee or lessee assumes any responsibilities of Landlord with respect to such Security Letter, and Tenant agrees to look solely to the new landlord for the return of said deposit Security letter; and it is agreed that the provisions hereof shall apply to Landlord's successor in interestevery transfer or assignment made of the Security Letter to a new landlord. Tenant is entitled 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 or leasing of the Building Landlord shall have the right to require Tenant to deliver a replacement Security Deposit credit in Letter naming new landlord as beneficiary and, if Tenant shall fail to timely deliver the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating same, to draw down the existing lease dated December 15, 1988Security Letter and retain the proceeds as security hereunder until a replacement Security Letter is delivered.

Security. DEPOSIT (a) Tenant has deposited with Landlord the a sum of Thirty Thousand One Hundred and Eighty Dollars money (by check, subject to collection) equal to $30,180.00). Said sum shall be held by Landlord 66,940.00, as security for the full and faithful performance and observance by Tenant of all the terms, covenants, provisions and conditions of this Lease to be kept and performed by Tenant during the term hereoflease. If Tenant defaults with in respect to of any provision of the terms, provisions and conditions of this Lease includinglease, including but not limited to, the provisions relating to the payment of rent and additional rent, Landlord may (but shall not be required to) use, apply or retain all the whole or any part of this the security deposit 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 the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend expend by reason of Tenant's default to compensate Landlord for in respect of 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 appliedthe terms, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount covenants and Tenant's failure to do so shall be a material breach conditions of this Leaselease, including but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Landlord shall 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 In the event that Tenant shall fully and faithfully perform every provision comply with all of the terms, provisions, covenants and conditions of this Lease to be performed by itlease, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to after the last assignee date fixed as the Expiration Date and after delivery of Tenant's interest hereunder) at the expiration possession of the Lease termentire 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 hand at all times during the term of this lease. In the event of termination a sale of Landlord's interest in this Leasethe 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 new Landlord solely for the return of said deposit security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord's successor in interest. 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) If this lease is entitled 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 a Security Deposit credit in Tenant the amount sum of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating 31,230.00 in accordance with the existing lease dated December 15, 1988provisions hereof.* ARTICLE 47

Security. DEPOSIT Tenant has deposited Contemporaneously with Landlord the sum execution of Thirty Thousand One Hundred and Eighty Dollars this Sublease, Subtenant shall deliver to Sublandlord a security deposit equal to ($30,180.0043,290.00) which is calculated based on three (3) months rent on the Phase I Sublease Premises (the “Security Deposit”). Said sum shall be held by Landlord as security for If Subtenant defaults in the faithful performance by Tenant of all the termsits obligations, covenants, covenants and conditions under this Sublease, beyond any applicable notice and grace periods, including without limitation (a) Subtenant’s obligation to remove any subtenant improvements if required by this Sublease, or (b) Subtenant’s obligation to reimburse Sublandlord for any costs incurred under Section 10.2 of this Lease to be kept and performed by Tenant during Sublease, Sublandlord may use the term hereof. If Tenant defaults with respect to any provision of this Lease includingSecurity Deposit, 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 portion of this security deposit for it, to cure the payment of any rent default or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default to compensate Landlord Sublandlord for any other loss or all damage which Landlord may suffer sustained by reason of Tenant's Sublandlord resulting from Subtenant’s default. If any portion of said deposit the Security Deposit is so used or appliedused, Tenant shall, within five (5) days after written demand therefor, Subtenant shall deposit cash with Landlord Sublandlord in an amount sufficient to restore the security deposit Security Deposit to its original the full amount and Tenant's failure stated above within ten (10) business days after Sublandlord has demanded such replenishment. Sublandlord shall return the Security Deposit (or such portion thereof as remains), less any amounts necessary to do so shall be a material breach cure outstanding defaults, to Subtenant within thirty (30) days after expiration or termination of this LeaseSublease subject to the conditions that Subtenant has surrendered possession of the Sublease Premises to Sublandlord free of any subtenants or other persons claiming possession or right to occupy the Sublease Premises. Landlord Sublandlord may commingle the Security Deposit with Sublandlord’s general and other funds and shall not be required to keep this security deposit separate from its general fund and Tenant pay interest on the Security Deposit. The use of the Security Deposit by Sublandlord in the manner stated above shall not be entitled limit or restrict Sublandlord from exercising any other rights or remedies provided to interest on such deposit. If Tenant shall fully and faithfully perform every provision of Sublandlord under this Lease to be performed by it, the security deposit Sublease 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 amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988under law or equity if Subtenant defaults.

Security. DEPOSIT Section 39.01. Tenant has deposited with delivered to Landlord a letter of credit in the sum amount of Thirty Thousand One Hundred and Eighty Dollars TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($30,180.00). Said sum shall be held by Landlord 217,000.00) DOLLARS as security for the faithful performance and observance by Tenant of all the terms, covenantsprovisions, covenants and conditions of this Lease Lease, including without limitation the completion of the Tenant Allowance Work and the Tenant Improvements pursuant to the 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 kept 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 said letter of credit by delivering to Landlord a check in the amount of the letter of credit then being held by the Landlord. Upon receipt and performed by clearance of the funds, Landlord shall return the letter of credit to Tenant during for cancellation. Thereafter, all references herein to the term hereofsecurity deposit herein shall be deemed to refer to such cash security deposit. If Tenant defaults with respect to any provision Upon delivery of this Lease to 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 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 expiring letter of credit in the entire amount thereof. In the event Tenant defaults in respect of any of the provisions, covenants or conditions of this Lease, including, but not limited to, the provisions relating to defaults in the payment of annual minimum rent or additional rent, Landlord may 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 (but shall not be required toincluding 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 apply, or retain all the whole or any part of this security deposit 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, default or for the payment of any amount sum which Landlord may spend expend or become obligated may be required to spend by reason of Tenant's default to compensate Landlord for any other loss or damage which Landlord may suffer 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 respect to any damages or deficiency in the re-letting, repairing or altering of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or re-entry 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"). If 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 excess shall be 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 purposes set forth herein. After the expiration of the Lease, and after delivery of entire possession of the Demised Premises to Landlord, and after applying or retaining any portion of 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 returned to Tenant without interest. If, due to Tenant's default hereunder, Landlord shall be entitled to apply or retain any portion of said deposit is so used or appliedsecurity, Tenant shall, within five (5) days after written demand thereforfollowing demand, secure for the sole benefit of Landlord, a new or additional letter of credit naming Tenant as beneficiary and complying with the requirements set forth herein or deliver to Landlord a cash security deposit cash with Landlord in an amount sufficient to restore comply with this Section, including the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Leaserequired amount. 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, assign or encumber the security deposit deposited hereunder and neither Landlord or any balance thereof its successors or assigns shall be returned bound by any such assignment or encumbrance. In the absence of evidence satisfactory to Tenant (orLandlord of any assignment of the right to receive the security, at Landlord's optionor the remaining portion thereof, Landlord may return the security to the last assignee original tenant regardless of Tenant's interest hereunder) at the expiration any number of assignments of the Lease termitself. In the event of termination a sale of Landlord's interest the 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 transfer said deposit be deemed released by Tenant from all liability for the return of such security and Tenant shall look solely to Landlord's successor in interestthe 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 entitled then holding with respect to this Lease to the issuing bank if required by the issuing bank to receive a Security Deposit 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 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 amount 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 $1,911.67 the term of this Lease and that the security deposit may be applied by Landlord ($32,091.67 - $30,180.00or by National Realty & Development Corp. on behalf of Landlord) as a result of renegotiating in the existing lease dated December 15, 1988event 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. DEPOSIT (a) Tenant has deposited with Landlord delivered to Landlord, as security -------- for the performance of Tenant's obligations under this Lease, either (i) the sum of Thirty One Million Six Hundred Thousand One Hundred and Eighty No/100 Dollars ($30,180.001,600,000.00) by good check (the "Security Deposit"), (ii) an unconditional, irrevocable letter of ---------------- credit in the amount of One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) in a form satisfactory to Landlord, issued by a New York Clearinghouse member bank, including First Union National Bank, or a bank reasonably satisfactory to Landlord and available for presentation in the Borough of Manhattan in New York, New York ("Letter of Credit") or (iii) a ---------------- Security Deposit and a Letter of Credit, the sum of which equals One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00; such amount whether in the form of a Security Deposit or Letter of Credit or both being herein referred to as the "Initial Amount"). Said sum The Letter of Credit shall either (i) expire on the -------------- date which is sixty (60) days after the expiration or earlier termination of this Lease (the "LC Date") or (ii) be automatically self-renewing until the LC ------- Date. If Landlord, at any time during the Term, is not reasonably satisfied with the bank issuing the Letter of Credit, it may so notify Tenant, and Tenant, within ten (10) business days after receipt of such notice, shall replace the Letter of Credit then held by Landlord with a substitute letter of credit (the "Substitute Letter of Credit") issued by a New York Clearinghouse member bank --------------------------- (or other bank reasonably acceptable to Landlord) which satisfies the terms of this Section 3.3(a). If the Letter of Credit or any replacement Letter of Credit -------------- has an expiration date or is otherwise scheduled to terminate prior to the LC Date, then at least thirty (30) days prior to such expiration or termination date, Tenant shall deliver to Landlord a replacement Letter of Credit issued by the issuing bank of the then current Letter of Credit, or a bank reasonably satisfactory to Landlord, available for presentation in the Borough of Manhattan in New York, New York, in substantially the same form as security for the faithful performance by Tenant original Letter of all the terms, covenantsCredit, and conditions of this Lease to be kept and performed by Tenant during in 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 amount provided for the payment of any rent or any other sum in default, or for the 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 (5) 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 depositherein. If Tenant shall fully and faithfully perform every provision not have provided such replacement Letter of this Lease Credit by the date which is thirty (30) days prior to be performed by itthe expiration or other scheduled termination of the then current Letter of Credit, then Landlord shall have the right to draw down the full amount the then current Letter of Credit, at which time the amount so drawn shall become the Security Deposit. (b) On the third (3rd) anniversary of the Commencement Date, the security deposit or any balance thereof Initial Amount shall be returned reduced to an amount equal to Nine Hundred Twenty Thousand and No/100 Dollars ($920,000.00), provided that no default shall then be continuing -------- and any amounts drawn by Landlord upon the Security Deposit or the Letter of Credit have been replaced by Tenant. On the fourth (4th) anniversary of the Commencement Date, the amount of the Security Deposit or Letter of Credit or both, as applicable, shall then be reduced to an amount equal to Two Hundred Forty Thousand and No/100 Dollars ($240,000.00), provided that no default shall -------- then be continuing and any amounts drawn by Landlord upon the Security Deposit or the Letter of Credit have been replaced by Tenant. (c) On or before the LC Date: (i) if there shall be no uncured defaults hereunder, Landlord shall return to Tenant the Security Deposit or Letter of Credit or Substitute Letter of Credit then held by Landlord or (or, at Landlord's option, ii) if Landlord shall have drawn upon such Security Deposit or Letter of Credit or Substitute Letter of Credit to remedy defaults by Tenant in the last assignee payment or performance of any of Tenant's interest hereunder) at the expiration of the Lease term. In the event of termination of Landlord's interest in obligations under this Lease, Landlord shall transfer said deposit return to Tenant that portion, if any, of such Security Deposit or of the proceeds of the Letter of Credit or Substitute Letter of Credit remaining in Landlord's successor in interestpossession, which has not been applied to remedy, and will not be required to remedy, any Tenant default. Tenant is entitled to a If Landlord shall have so drawn upon the Security Deposit credit in or the Letter of Credit, Tenant shall, upon written demand made prior to the LC Date, deposit with Landlord, or cause the Letter of Credit to be increased by, a sum equal to the amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, 1988so drawn by Landlord.

Security. DEPOSIT Tenant has deposited with Landlord As a pledge to secure the sum due payment and performance of Thirty Thousand One Hundred the Break Fee Obligation, the Guarantor hereby pledges and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord as hypothecates to the Secured Party and grants and creates a security for interest in favour of the faithful performance by Tenant Secured Party in the shares described in Exhibit A to this agreement which shares represent 100% of all the termsissued and outstanding shares in the capital of Falls Mountain and any other additional securities, covenants, rights and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults property issued or received in exchange therefor or with respect to any provision of this Lease includingthereto, including but not limited to, the provisions relating any shares that may be issued to the payment of rentGuarantor as a stock dividend and any securities, Landlord rights or other property that the Guarantor may (but shall not be required to) use, apply receive 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 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 (5) 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 receive in exchange therefor, whether upon a merger, reorganization, consolidation, stock split or reclassification or otherwise, and any additions or substitutions thereto or therefor (collectively, the "Pledged Securities"), and any proceeds thereof, and agrees that the Pledged Securities will be held by the Secured Party. The Guarantor will, in its capacity as the sole shareholder of Falls Mountain, use its best efforts to prohibit any dilution of its interest in Falls Mountain and will immediately deliver or cause to be delivered to the Secured Party any securities issued from time to time hereafter by Falls Mountain, which securities will be included in the Pledged Securities. The Guarantor will not exchange, sell, transfer, lend, encumber or dispose of the Pledged Securities, nor will it grant any option with respect thereto. The Pledged Securities and the security interest therein granted in favour of the Secured Party will be held by the Secured Party as collateral security to secure the due payment and performance of the Break Fee Obligation. The Pledged Securities will be subject to the terms hereof and the security interest hereby constituted upon and by virtue of delivery of the share certificates representing the Pledged Securities without any further formality or action on such depositthe part of the Guarantor or the Secured Party. If Tenant shall fully Upon the execution and faithfully perform every provision delivery of this Lease to be performed agreement by itthe Guarantor and the Secured Party taking possession of the Pledged Securities, the Secured Party will have perfected a security deposit or any balance thereof shall be returned interest in and to Tenant (orthe Pledged Securities having a first priority. The Guarantor may, at Landlord's optionany time during the currency of this agreement and in its sole discretion, replace the security interest in the Pledged Securities granted to the last assignee of Tenant's interest hereunder) at the expiration of the Lease term. In the event of termination of Landlord's Secured Party hereunder with a security interest in this Lease, Landlord shall transfer said a cash deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit credit in the amount of $1,911.67 500,000 or a letter of credit ($32,091.67 - $30,180.00the "Security Deposit") held by an escrow holder based in Vancouver, British Columbia and otherwise acceptable to the Secured Party acting reasonably. If the Guarantor exercises its right to effect such a substitution of security interests, then, with such changes as a result of renegotiating are required for this agreement to make sense in the existing lease dated December 15context, 1988references in this agreement to the Pledged Securities will be read as being references to the Security Deposit.

Security. DEPOSIT 8.01. Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and Eighty Dollars ($30,180.00). Said sum shall be held by Landlord 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 prompt payment and performance of any of its obligations under this Lease, including, without limitation, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Rent or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the security, Tenant shall upon demand immediately deposit with Landlord a sum equal to the amount so used, applied and retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant's obligations under this Lease, the Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the Demised Premises. In the event of any sale or leasing of the Land, Landlord shall have the right to transfer the security to which Tenant is entitled to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof; and Tenant shall look solely to the new landlord for the return or payment of the same; and the provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 8.02. Tenant shall have the option of posting a letter of credit in lieu of a cash security deposit in which case the following provisions (i.e. Articles 8.02, 8.03 and 8.04) shall apply: As security for the performance by Tenant of all the terms, covenants, conditions and conditions covenants of this Lease upon Tenant's part to be kept performed, Tenant shall provide to Landlord an irrevocable Letter of Credit in the amount of Eighty Thousand Three Hundred Eighty Nine and performed by 50/100 ($80,389.50) in form and substance satisfactory to Landlord. Landlord shall have the right, upon thirty (30) days notice to 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 (except for Tenant's non-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, Rent or for the 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 (5) 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 comply with Article 8.03 for which no notice shall be required), and regardless of the exercise of any other remedy the Landlord may have by reason of a material breach default, to draw upon said Letter of Credit to cure any default of Tenant and if Landlord does so, Tenant shall upon demand, additionally fund the Letter of Credit with the amount so drawn so that Landlord shall have the full deposit on hand at all times during the Term 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 a sale of Landlord's interest in the Building or a lease of the Building, subject to this Lease, Landlord shall have the right to transfer said deposit the security to the vendee or lessee. 8.03. The Letter of Credit shall be the type which is automatically renewed on an annual basis (annual Renewal Date); and will contain a provision requiring the issuer thereof to give the beneficiary (Landlord's successor in interest) sixty (60) day advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date. 8.04. In the event Tenant is entitled shall fail to deliver to Landlord a Security Deposit credit substitute irrevocable Letter of Credit, in the amount of $1,911.67 stated above, on or before thirty ($32,091.67 - $30,180.0030) days prior to the next Annual Renewal Date, said failure shall be deemed a default under this Lease. Landlord may, in its discretion treat this the same as a result default in the payment of renegotiating rent or any other default and pursue the existing lease dated December 15appropriate remedy. In addition, 1988and not in limitation, Landlord shall be permitted to draw upon the Letter of Credit as in the case of any other default by Tenant under this Lease.