Common use of THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT Clause in Contracts

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, (ii) upon the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the Lease. (e) The Lessee hereby covenants and agrees that (except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, Non-Integral Equipment financed under the Operative Agreements may constitute up to, but shall not exceed, fifteen percent (15%) of the aggregate Advances extended at or prior to such time with respect to such Property. (h) The Lessee hereby covenants and agrees that the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreements. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard, Fort Worth, Texas 76155 or if it shall change its name. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (l) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (m) The Lessee shall promptly notify the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (n) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner TrusteeBorrower, pursuant to the terms and conditions of the various Security Agreement and the Mortgage InstrumentsDocuments, shall create Liens respecting the various personal property, fixtures and real property collateral described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the The Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Lessor Advances are paid in full and the Liens evidenced by the various Security Agreement and the Mortgage Instruments Documents have been released (i) any and all Rent (excluding Excepted Payments Payments, which shall be payable directly to each Holder or other the Person as appropriateentitled thereto) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments, which shall be payable to the Person entitled thereto) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, hereof and (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information information, which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Agent, as the Lessor’s agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement to which it is a party except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, (ii) upon the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the Lease. (e) The Lessee hereby covenants and agrees that (except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid made in full by the Lessee in accordance connection with the provisions satisfaction or removal of Lessor Liens, certain Transaction Expenses funded by Advances pursuant to the Operative Agreements, principal, interest principal and yield Interest due and owing under with regard to the Notes Loans or the Lessor Advances and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement11) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lenderthe Deal Agent, any Holder Hedge Provider, any Primary Financing Party or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee; provided, however, during the period prior to the Completion Date, the Construction Agent may submit a Requisition for such Supplemental Rent obligations and such Supplemental Rent obligations shall be payable by the Construction Agent with the proceeds of one or more Advances made in accordance with the provisions of the Operative Agreements and upon satisfaction or express waiver of the conditions applicable to such Advance, and such amounts shall be added to the Property Cost; provided, further, in the event the Construction Agent shall fail to comply with the requirements set forth in the immediately preceding proviso or shall fail to submit a Requisition for such Supplemental Rent obligations, the Construction Agent shall pay such Supplemental Rent obligation to such Person from its own funds. Without limitation, such Supplemental Rent obligations of the Lessee shall include (except to the extent specifically excluded pursuant to the first sentence of this Section 8.3(d)) the Supplemental Rent obligations pursuant to this Section 8.3(e8.3(d), Section 3.3 of the Lease, arrangement structuring fees, administrative fees, participation fees, commitment unused fees, Lender Unused Fees, Holder Unused Fees, prepayment penalties, breakage costsBreakage Costs, indemnities, trustee fees and program fees, liquidity fees, transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, by the Operative Agreements and as expressly provided for any and all payment obligations owing from time to time to any Hedge Provider pursuant to one or more Hedging Agreements (including without limitation any and all obligations to pay termination payments thereunder). (e) The Lessee hereby covenants and agrees to cause an Appraisal or reappraisal (in form and substance reasonably satisfactory to the terms ofAgent and from an appraiser selected by the Agent) to be issued respecting the Property as requested by the Agent from time to time (i) at each and every time as such shall be required to satisfy any regulatory requirements imposed on the Agent and/or any Primary Financing Party and (ii) after the occurrence of an Event of Default that is not a Limited Recourse Event of Default, the Operative Agreementscosts and expenses of such Appraisal shall be deemed to be a Supplemental Rent obligation payable in accordance with the provisions of Section 8.3(d). (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a the Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same Property or such component, as applicable, available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, that Equipment respecting each Property, Non-Integral Equipment financed under the Operative Agreements may Property shall at no time constitute up to, but shall not exceed, fifteen in excess of ten percent (1510%) of the aggregate Advances extended respecting the Property funded at or prior to such time with respect to such Propertyunder the Operative Agreements. (h) The Lessee hereby covenants and agrees that the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreements. (i) The Lessee hereby covenants and agrees that it shall give prompt thirty (30) days’ prior notice to the Agent and if the other Financing Parties if Lessee’s location for purposes of the UCC, the Lessee’s principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any the Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard, Fort Worth, Texas 76155 the locations set forth in Section 6.2(i) or if it shall change its name or if it shall use, or transact business under, any tradename other than its legal name. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (li) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (mj) The Lessee shall promptly notify the AgentAgent and each Primary Financing Party, or cause the Agent and each Primary Financing Party to be promptly notified, upon the a Responsible Officer of such Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such timetime and describing the same in reasonable detail with a description of the action the Lessee or any Affiliate has taken or proposes to take with respect thereto. In any event, such notice shall be provided to the Agent within ten (10) days of when a Responsible Officer of the Lessee gains such knowledge. (k) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Lessee shall deliver to the Agent copies of the same. (l) Except as otherwise contemplated by the Operative Agreements, the Lessee shall not use the proceeds of any Advance for any purpose other than the acquisition, installation and testing of the Equipment, the construction of the Improvements and the payment of Capitalized Costs and other Project Costs, in each case which accrue prior to the Commencement Date with respect to the Property; provided, the amounts advanced by the Primary Financing Parties in connection with their obtaining of the various interests pursuant to the Master Transfer Agreement as referenced in Section 1 shall be deemed to be permitted Advances for all purposes of the Operative Agreements. (m) The Property, the Plans and Specifications for the Property and the use and operation of the Property by the Lessee will comply with all applicable Legal Requirements (including without limitation all applicable Environmental Laws and building, planning, zoning and fire codes), except to the extent the failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect. Upon completion of the Improvements for the Property in accordance with the applicable Plans and Specifications, such Improvements will be within any building restriction lines and will not encroach in any manner onto any adjoining land (except as permitted by express written easements, which have been approved by the Agent). (n) The Property shall be improved in all material respects in accordance with the applicable Plans and Specifications. (o) The Lessee shall deliver (or cause to be delivered) an annual certificate evidencing the insurance required to be maintained under the Agency Agreement or Article XIV of the Lease, as applicable, on the date such certificate is due thereunder. (p) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full (other than such obligations thereunder which expressly survive such payment and satisfaction in full) and the Lender Commitments and the Holder Lessor Commitments terminated unless consent has been obtained from the Majority Secured Partiesterminated, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to jurisdiction in which the extent failure to do any of the foregoing so qualify would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations of the Lessee under the Operative Agreements and pay, discharge pay and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed levied or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquentproperty, and (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing which if not paid would not reasonably be expected to have a Material Adverse Effect; provided, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii8.3(p)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless (and to the failure to make such payment would not be reasonably expected to have a Material Adverse Effectextent required by) GAAP; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businessesbusiness; keep (or cause to be kept) in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility the Property to carry on its Businessesbusiness; and not permit the termination of any insurance reimbursement program available to any Permitted Facilitythe Property; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided provide to the Agent, promptly, such additional financial and other information as the Lenders or the HoldersAgent, on behalf of any Primary Financing Party, may from time to time reasonably request and that is reasonably related to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property Primary Financing Party’s credit analysis of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless as it otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver relates to the Agent copies of the sameProperty. (q) The Lessee will promptly notify shall perform (or cause to be performed) any and all obligations of Lessor under, and cause the Agent Lessor to otherwise remain in full compliance with, the event terms and provisions of the Ground Lease and the Appurtenant Rights; provided, however, the Lessee discovers or determines that shall have no obligation to satisfy any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except Lessor Liens relating to the extent that such failure shall not have and could not reasonably be expected property subject to have a Material Adverse Effectthe Ground Lease or the Appurtenant Rights. (r) Upon the occurrence of any Event of Default, the The Lessee shall reimburse Lessor and/or prepare and submit to the Agent Agent, on or prior to the Closing Date, a Construction Budget for the cost of Property (which shall include a line item for Interest and Lessor Yield and all appropriate and reasonable environmental testing and remediation (if anyother reasonably anticipated Capitalized Costs that will accrue prior to the Completion Date) such that the sum of the PropertiesCommitments will at all times exceed the expected Property Cost. (s) The Lessee shall cause the Property to comply with all Insurance Requirements (unless the failure to comply with such Insurance Requirements will cause not result in a denial of coverage under any insurance policy required to be maintained hereunder or under any other Operative Agreement) and all outstanding punch list items standards of Lessee with respect to each similar properties owned by Lessee. The Lessee shall deliver evidence of builder’s risk insurance in compliance with the requirements set forth in the Agency Agreement or the Lease, as applicable. (t) [Reserved]. (u) All utility services and facilities necessary for the construction and operation of the Improvements and the installation and operation of the Equipment regarding the Property (including without limitation gas, electrical, water and sewage services and facilities) shall be available at the Land or shall be constructed prior to be promptly completed following the Completion Date thereforfor the Property. (v) The acquisition, installation and testing of the Equipment and construction of the Improvements shall be performed in a good and workmanlike manner, substantially in accordance with the applicable Plans and Specifications. (w) The Lessee shall not incur or suffer to exist any Lien on the Property or any other collateral subject to the Security Documents other than Permitted Liens and Lessor Liens, and the Lessee shall at all times cause the Liens of the Security Documents to be maintained as valid, perfected, first-priority Liens (subject only to Permitted Liens and Lessor Liens). (x) The Lessee shall deliver a written notice to the Agent promptly upon the Lessee’s receiving notice or actual knowledge of a Responsible Officer of the Lessee of the taking by a Governmental Authority of an action, which would constitute a Condemnation, receiving notice of a material violation of any Legal Requirement on or at the Property, including any Environmental Law, under which liability may be imposed upon the Agent, any Primary Financing Party or the Lessee, or receiving notice or actual knowledge of modification of the Property (other than routine construction progress, fire, life-safety and similar inspections) required to remove or cure any violation of the Lessor under which criminal liability may be imposed upon the Agent, any Primary Financing Party or the Lessee. (y) The Lessee shall not, nor shall it permit anyone authorized to act on its behalf to, take any action which would subject the Property, the Operative Agreements, Loans, the Lessor Advances, or any security or lease the offering of which, for purposes of the Securities Act or any state securities laws, would be deemed to be part of the same offering of the aforementioned items, to the registration requirements of Section 5 of the Securities Act or any state securities laws. (z) The proceeds of Advances and the condemnation proceeds, awards, compensation and insurance proceeds regarding any Casualty or Condemnation concerning the Property shall not be spent in connection with any equipment, apparatus, furnishings, fittings or personal property of any kind or nature, except for the Equipment. (aa) The Lessee shall cause the Interest Period for any and all CP Loans, Eurodollar Loans and/or Eurodollar Lessor Advances subject to any Hedging Agreement to be identical to the interest period (or any similar period) for each such amount in each such Hedging Agreement. (bb) With respect to each Loan or portion thereof for which a Hedging Agreement is in place and unless either Credit Agreement (including without limitation Sections 2.6, 2.7, 2.8, 2.9 and 2.12 of either such Credit Agreement) or the Participation Agreement requires the application of the ABR to a Loan, the Lessee shall cause the interest rate applicable to the Loan (unless such Loan is a CP Loan) to be the Eurodollar Rate, not the ABR. With respect to each Lessor Advance or portion thereof for which a Hedging Agreement is in place and unless this Agreement (including without limitation pursuant to Sections 5A of this Agreement) requires the application of the ABR to a Lessor Advance, the Lessee shall cause the Lessor Yield applicable to the Lessor Advance to be the Eurodollar Rate, not the ABR.

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Holder or other Person as appropriate) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, Holder and (ii) upon after the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the LeaseDefault. (e) The Lessee hereby covenants and agrees that (that, except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include include, without duplication, the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, Non-Integral Equipment financed under the Operative Agreements may constitute up to, but shall not exceed, fifteen percent (15%) of the aggregate Advances extended at or prior to such time with respect to such Property. (h) The Lessee hereby covenants and agrees that the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreements. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard, Fort Worth, Texas 76155 or if it shall change its name. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (l) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (m) The Lessee shall promptly notify the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (n) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.,

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Holder or other Person as appropriate) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, Holder and (ii) upon after the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the LeaseDefault. (e) The Lessee hereby covenants and agrees that (that, except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include include, without duplication, the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Feesunused fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, by the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, Non-Integral Equipment financed under the Operative Agreements may constitute up to, but shall not exceed, fifteen percent (15%) of the aggregate Advances extended at or prior to such time with respect to such Property. (h) The Lessee hereby covenants and agrees that the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreements. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard, Fort Worth, Texas 76155 or if it shall change its name. (j) [Intentionally Omitted.INTENTIONALLY RESERVED] (k) [Intentionally Omitted.] (l) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (m) The Lessee shall promptly notify the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (n) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner TrusteeBorrower, pursuant to the terms and conditions of the Security Agreement and Agreement, the Mortgage InstrumentsInstruments and certain of the other Security Documents, shall create Liens respecting the various personal propertyProperties (including without limitation the Land, fixtures Improvements and real property Equipment constituting such Properties) described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the The Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Lessor Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments Documents have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriateand Supplemental Rent) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (on behalf of the Person entitled thereto; provided, that Excepted Payments and Supplemental Rent shall be paid directly to the Person entitled thereto) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Agent, as Lessor's agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement to which it is a party except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any each Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender Agent and/or any Holder, Primary Financing Party and (ii) upon after the occurrence and continuance of an a Lease Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the LeaseDefault. (e) The Lessee hereby covenants and agrees that (that, except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder Primary Financing Party or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment upfront fees, Lender Unused Fees, Holder Unused Feesunused fees, prepayment penalties, breakage costs, indemnities, trustee fees indemnities and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, by the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, that Non-Integral Equipment financed under the Operative Agreements may respecting any individual parcel of Property shall at no time constitute up to, but shall not exceed, fifteen in excess of ten percent (1510%) of the aggregate Advances extended respecting such parcel of Property funded at or prior to such time with respect to such Propertyunder the Operative Agreements. (h) The Lessee hereby covenants and agrees that each parcel of the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreementsa Permitted Facility. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s 's location for purposes of the UCC shall cease to be Delaware, or if its principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard11808 Miracle Hills Drive, Fort WorthOmaha, Texas 76155 or if it shall change its nameDouglas County, Nebraska 00000 xx xx xx xxxxx xxxxxx xxx xxxx. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (l) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (m) The Xxx Lessee shall promptly notify the Agent, or cause the Agent and each Primary Financing Party to be promptly notified, upon the Lessee any Credit Party gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (nk) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated terminated, unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to jurisdiction in which the extent failure to do any of the foregoing so qualify would not reasonably be expected to have a Material Adverse EffectEffect and shall maintain all licenses, permits and registrations necessary for the conduct of its operations; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations of the Lessee under the Operative Agreements and pay, discharge pay and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed levied or assessed upon any Property, which if not paid or performed would have a Material Adverse Effect, (B) all taxes, assessments and other governmental charges that may be levied or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquentproperty, (B) all lawful claims (including claims for laborwhich if not paid or performed would have a Material Adverse Effect, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing which if not paid would not reasonably be expected to have a Material Adverse Effect, except ; provided that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii8.3(k)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse EffectGAAP; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businessesbusiness; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility Property to carry on its Businessesbusiness; and not permit the termination of any insurance reimbursement program available to any Permitted FacilityProperty; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours[RESERVED]. (ol) [Intentionally OmittedLessee shall perform any and all obligations of Lessor under, and cause Lessor to otherwise remain in full compliance with, the terms and provisions of each Ground Lease, if any.] (pm) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent Lessee shall deliver to the Agent copies of the same. (qn) The Lessee will promptly notify hereby covenants and agrees that the Clarke Sublease shall not be amended, modified, restated anx/xx xeplaced in any manner without the prior written consent of the Agent in (acting upon direction from the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse EffectMajority Secured Parties). (ro) Upon Until all of the occurrence of any Event of Defaultobligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments terminated, unless consent has been obtained from the Majority Secured Parties, the Lessee shall reimburse Lessor and/or will not enter into any agreement, any term or condition of which would, if complied with by the Agent for Lessee, result in a Default or Event of Default either immediately or upon the cost elapsing of all appropriate and reasonable environmental testing and remediation (if any) of the Propertiestime. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Holder or other Person as appropriate) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also to be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, Holder and (ii) upon after the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the LeaseDefault. (e) The Lessee hereby covenants and agrees that (that, except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include the Supplemental Supplement Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Feesunused fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, by the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, Non-Integral Equipment financed under the Operative Agreements may constitute up to, but shall not exceed, fifteen percent (15%) of the aggregate Advances extended at or prior to such time with respect to such Property. (h) The Lessee hereby covenants and agrees that as of Completion (i) the Constructed Property and Undeveloped Cost for each individual parcel of the Property shall be (A) no less than $2,000,000 and (B) no more than $10,000,000 and (ii) each parcel of the only Properties subject at any time to the Operative AgreementsProperty shall be a Permitted Facility. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s 's principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx 5051 Xxx Xxxxxx BoulevardXxxxx, Fort WorthXxxxxxxxxx, Texas 76155 or Xxxxx Xxxxxxxx 00000 xx if it shall change its name. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (l) The Unless the Agent otherwise agrees in writing, the Lessee hereby covenants and agrees that the rights aggregate Property Cost of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (m) The Lessee shall promptly notify the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (n) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary Properties purchased for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed reason by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.the

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person the Lessor or the Owner Trustee shall instead be paid directly to the Agent or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease excluding Excepted Payments which shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, (ii) upon the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the Lease. (e) The Lessee hereby covenants and agrees that (except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, Non-Integral Equipment financed under the Operative Agreements may constitute up to, but shall not exceed, fifteen percent (15%) of the aggregate Advances extended at or prior to such time with respect to such Property. (h) The Lessee hereby covenants and agrees that the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreements. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard, Fort Worth, Texas 76155 or if it shall change its name. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (l) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (m) The Lessee shall promptly notify the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (n) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person the Lessor or the Owner Trustee shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Holder or other Person as appropriate) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, 10.7 hereof and (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are is delivered, or are is required to be delivered, to the Lessor, to also to be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except without, in accordance with each case, obtaining the prior written consent of the Agent and, to the extent required by Sections 10.2(h) and 10.6 hereof, each of the Holders and the Lenders or the Majority Secured Parties, as the case may be. The Lessee acknowledges that the actions of the Owner Trustee are subject to the consent of the Agent as set forth in Section 12.4 of this Agreement10.2(h). (d) The Lessee hereby covenants and agrees to cause a an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties Holders and from an appraiser reasonably selected by the AgentAgent and the Majority Holders) to be issued respecting any Property as requested by the Agent and/or the Majority Holders from time to time in its reasonable discretion but no more frequently than once every three (3) years; provided, notwithstanding the foregoing, the Lessee agrees to cause such Appraisals or reappraisals to be issued as requested by the Agent and/or the Majority Holders from time to time (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, Holder and (ii) upon after the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the LeaseDefault. (e) The Lessee hereby covenants and agrees that (that, except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid and as otherwise expressly specified in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be (i) obligations payable by the Construction Agent prior to the Rent Commencement Date for any Property and (ii) Supplemental Rent obligations payable by the LesseeLessee after the commencement of the Basic Term for any Property. Without limitation, such obligations of the Lessee and the Construction Agent shall include the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Feesunused fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, by the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, that Equipment respecting each Property, Non-Integral Equipment financed under the Operative Agreements may any individual parcel of Property shall at no time constitute up to, but shall not exceed, fifteen in excess of ten percent (1510%) of the aggregate Advances extended respecting such parcel of Property funded at or prior to such time with respect to such Propertyunder the Operative Agreements. (h) The Lessee hereby covenants and agrees that as of Completion (i) the Constructed Property and Undeveloped Cost for each individual parcel of the Property shall be (A) no less than $4,000,000 and (B) no more than $32,000,000 and (ii) each parcel of the only Properties subject at any time to the Operative AgreementsProperty shall be a Permitted Facility. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s principal 's chief place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx BoulevardXxxxxxx Xxxxx, Fort WorthXxxxx 000, Texas 76155 Xxxxxxxx, Xxxxxxxx 00000 or if it shall change its name. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (l) The Lessee hereby covenants and agrees that the rights aggregate Property Cost of Properties purchased by the Lessee pursuant to its Purchase Option prior to the Expiration Date shall not exceed ten percent (10%) of the Lessee under this Agreement and aggregate Property Cost for all Properties funded during the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency AgreementCommitment Period. (mk) The Lessee shall promptly notify shall, on or before the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge first day of each fiscal quarter of the occurrence of any Default or Event of Default which is continuing at such time. In any eventLessee, such notice shall be provided furnish to the Agent within ten (10) days of when a written notice setting forth the Lessee gains such knowledge. (n) Until all Lessee's calculation, in reasonable detail, of the obligations under ratio of Funded Indebtedness to Consolidated Total Capital for the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any immediately preceding fiscal quarter of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Holder or other Person as appropriate) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, Holder and (ii) upon after the occurrence and continuance during the continuation of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the LeaseDefault. (e) The Lessee hereby covenants and agrees that (that, except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Feesunused fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated byby the Operative Agreements. Prior to the Rent Commencement Date regarding a Property, and as expressly provided for all matters giving rise to Supplemental Rent obligations in connection with such Property (other than indemnity amounts payable by the Indemnity Provider pursuant to Sections 11.1 through 11.8 or amounts payable pursuant to Section 2.1 of the Agency Agreement) may be funded pursuant to the terms of, Operative Agreements to the Operative Agreementsextent the applicable conditions precedent are satisfied. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, Non-Integral Equipment financed under the Operative Agreements may constitute up to, but shall not exceed, fifteen percent (15%) of the aggregate Advances extended at or prior to such time with respect to such Property. (h) The Lessee hereby covenants and agrees that the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreements. (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s principal place of business or chief executive office, or the office where the records concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard, Fort Worth, Texas 76155 or if it shall change its name. (j) [Intentionally Omitted.] (k) [Intentionally Omitted.] (l) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement. (m) The Lessee shall promptly notify the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (n) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.

THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT. (a) The Lessee acknowledges and agrees that the Owner Trustee, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. The Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens. Each of the Construction Agent and the Lessee shall, to the extent reasonably requested by any of the other parties hereto, cooperate with the other parties in connection with their covenants herein or in the other Operative Agreements and shall from time to time duly execute and deliver any and all such future instruments, documents and financing statements (and continuation statements related thereto) as any other party hereto may reasonably request. (b) The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Holder Advances are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released (i) any and all Rent (excluding Excepted Payments which shall be payable directly to each Holder or other Person as appropriate) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments which shall be payable to each Holder or other Person as appropriate) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 hereof, (ii) all rights of the Lessor under the Lease shall be exercised by the Agent and (iii) the Lessee shall cause all notices, certificates, financial statements, communications and other information which are delivered, or are required to be delivered, to the Lessor, to also to be delivered at the same time to the Agent. (c) The Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement except in accordance with Section 12.4 of this Agreement. (d) The Lessee hereby covenants and agrees to cause a an Appraisal or reappraisal (in form and substance reasonably satisfactory to the Agent and the Majority Secured Parties and from an appraiser reasonably selected by the Agent) to be issued respecting any Property as requested by the Agent from time to time in its reasonable discretion (i) at each and every time as such reappraisal shall be required to satisfy any regulatory requirements imposed on the Agent, the Lessor, the Trust Company, any Lender and/or any Holder, Holder and (ii) upon after the occurrence and continuance of an Event of Default and (iii) as requested by the Agent pursuant to Section 20.1 of the LeaseDefault. (e) The Lessee hereby covenants and agrees that (that, except for amounts payable as Basic Rent, payments of Supplemental Rent to the extent such payments have been previously paid in full by the Lessee in accordance with the provisions of the Operative Agreements, principal, interest and yield due and owing under the Notes and Holders Certificates, respectively, amounts expressly excluded from indemnification pursuant to Sections 11.1 and 11.2 of this Agreement, amounts due and owing as a result of any voluntary sale of an assignment or participation interest by any Lender or Holder under the Operative Agreements and any interest calculated at a rate equal to the daily average Federal Funds Effective Rate payable by any Lender to the Agent pursuant to Section 2.10(b) of the Credit Agreement) any and all payment obligations owing from time to time under the Operative Agreements by any Person (excluding Advances to be made in accordance with the applicable provisions of the Operative Agreements) to the Agent, any Lender, any Holder or any other Person shall (without further action) be deemed to be Supplemental Rent obligations payable by the Lessee. Without limitation, such obligations of the Lessee shall include the Supplemental Rent obligations pursuant to this Section 8.3(e), Section 3.3 of the Lease, without limitation arrangement fees, administrative fees, participation fees, commitment fees, Lender Unused Fees, Holder Unused Feesunused fees, prepayment penalties, breakage costs, indemnities, trustee fees and transaction expenses incurred by the parties hereto in connection with the transactions contemplated by, and as expressly provided for pursuant to the terms of, by the Operative Agreements. (f) At any time the Lessor or the Agent is entitled under the Operative Agreements to possession of a Property or any component thereof, each of the Construction Agent and the Lessee hereby covenants and agrees, at its own cost and expense, to assemble and make the same available to the Agent (on behalf of the Lessor). (g) The Lessee hereby covenants and agrees that, respecting each Property, Non-Integral Equipment financed under the Operative Agreements may constitute up to, but shall not exceed, fifteen percent (15%) of the aggregate Advances extended at or prior to such time with respect to such Property.intentionally omitted) (h) The Lessee hereby covenants and agrees that the Constructed Property and Undeveloped Property shall be the only Properties subject at any time to the Operative Agreements.(intentionally omitted) (i) The Lessee hereby covenants and agrees that it shall give prompt notice to the Agent and the other Financing Parties if the Lessee’s 's principal place of business or chief executive office, or the office where the records (or copies thereof) concerning the accounts or contract rights relating to any Property are kept, shall cease to be located at 0000 Xxxx Xxxxxx Boulevard6611 Xxxxxxxxx Xxxxxx, Fort WorthXxxxxxxxx, Texas 76155 or Xxxxxxxx 00000 xx if it shall change its name. (j) [Intentionally Omitted.](intentionally omitted) (k) [Intentionally Omitted.](intentionally omitted) (l) The Lessee hereby covenants and agrees that the rights of the Lessee under this Agreement and the Lease shall not impair or in any way diminish the obligations of the Construction Agent and/or the rights of the Lessor under the Agency Agreement.(intentionally omitted) (m) The Lessee shall promptly notify the Agent, or cause the Agent to be promptly notified, upon the Lessee gaining knowledge of the occurrence of any Default or Event of Default which is continuing at such time. In any event, such notice shall be provided to the Agent within ten (10) days of when the Lessee gains such knowledge. (n) Until all of the obligations under the Operative Agreements have been finally and indefeasibly paid and satisfied in full and the Commitments and the Holder Commitments terminated unless consent has been obtained from the Majority Secured Parties, the Lessee will: (i) and will cause each of its Subsidiaries to, except as permitted by the express provisions of this Agreement, preserve and maintain its separate legal existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation (or partnership, limited liability company or other such similar entity, as the case may be) and authorized to do business in each jurisdiction, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect; (ii) and will cause each of its Subsidiaries to, pay and perform all its obligations under the Operative Agreements and pay, discharge and perform (A) all taxes, assessments and other governmental charges or levies that may be imposed or assessed upon it or upon its income or profits, or upon any of its property before they shall become delinquent, (B) all lawful claims (including claims for labor, materials and supplies which, if unpaid might give rise to a Lien upon any of its properties), (C) all other indebtedness, obligations and liabilities in accordance with customary trade practices, except to the extent failure to do any of the foregoing would not reasonably be expected to have a Material Adverse Effect, except that the Lessee and its Subsidiaries may contest any item described in this Section 8.3(n)(ii) in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP unless the failure to make such payment would not be reasonably expected to have a Material Adverse Effect; (iii) to the extent failure to do so would have a Material Adverse Effect, observe and remain in compliance with all applicable Laws and maintain in full force and effect all Governmental Actions, in each case applicable to the conduct of its Businesses; keep in full force and effect all licenses, certifications or accreditations necessary for any Permitted Facility to carry on its Businesses; and not permit the termination of any insurance reimbursement program available to any Permitted Facility; and (iv) and will cause each of its Subsidiaries to, provided that the Agent, the Lenders and the Holders use reasonable efforts to minimize disruption to the Businesses of the Lessee and its Subsidiaries, permit representatives of the Agent or any Lender or Holder, from time to time, to visit and inspect the Properties and its books and records and to make photocopies or photographs thereof and to write down and record any information such representative obtains and Lessee and its Subsidiaries shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Agent, the Lenders or the Holders, and to discuss all such matters with the officers, employees and representatives of such Person, except that all intellectual property of the Lessee and its Subsidiaries are excluded from any such inspection or investigation. Unless a Default or an Event of Default shall have occurred and be continuing, all such visitations and inspections shall be at the expense of the Secured Parties and shall be conducted during normal business hours unless otherwise agreed by Lessee and the Agent; provided, however, that all such visitations and inspections conducted after the occurrence and during the continuance of any Default or Event of Default shall be at Lessee’s sole cost and expense and shall be conducted without limitation as to normal business hours. (o) [Intentionally Omitted.] (p) Promptly after obtaining any required architectural approvals by any business park or any other applicable entity with oversight responsibility for the applicable Improvements, the Construction Agent shall deliver to the Agent copies of the same. (q) The Lessee will promptly notify the Agent in the event the Lessee discovers or determines that any of its computer applications that is material to its or any of its Subsidiaries’ business and operations will not be Year 2000 Compliant, except to the extent that such failure shall not have and could not reasonably be expected to have a Material Adverse Effect. (r) Upon the occurrence of any Event of Default, the Lessee shall reimburse Lessor and/or the Agent for the cost of all appropriate and reasonable environmental testing and remediation (if any) of the Properties. (s) The Lessee will cause all outstanding punch list items with respect to each Property to be promptly completed following the Completion Date therefor.or