Common use of Miscellaneous Clause in Contracts

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should any provision provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” The term "party" shall mean Landlord or Tenant, Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws Laws of the State of Californiain which the Leased Premises are located. The language captions in all parts of this Lease are for convenience only and shall in all cases not be construed as a whole according to its fair meaning, and not strictly for in the construction or against either Landlord or Tenantinterpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms “"must," "shall”, “," "will” ," and “"agree” " are mandatory. The term “"may” " is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of this Lease expressly requires reimbursementany Lender shall also be required. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity shall both be deemed to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in have drafted this Lease, and (iv) any such subsequent determination the rule of construction that a document is to be construed against the area is more or less than shown in this Lease drafting party shall not result be employed in a change in any the construction or interpretation of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factorLease. Where a party hereto Tenant is obligated not to perform any act or is not permitted to perform any act, such party Tenant is also obligated to restrain any others reasonably within its control control, including agents, invitees, contractors, subcontractors and employees, from performing said such act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should (a) Guarantor further agrees that Landlord may, without notice, assign this Guaranty in whole or in part to any provision successor to Landlord’s interest under the Lease. If Landlord disposes of its interest in the Lease, “Landlord,” as used in this Guaranty, shall mean Landlord’s successors and assigns; provided, however, in the event of any such assignment of this Lease prove Guaranty by Landlord, Guarantor shall have no obligation hereunder to Landlord’s successors or assigns until such time as Guarantor shall have received written notice from Landlord of any such assignment. (b) Guarantor promises to pay all of Landlord’s expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Landlord in enforcing the terms and conditions of this Guaranty. (c) Guarantor shall, from time to time within ten (10) business days after receipt of Landlord’s written request therefor, but not more than once per calendar year during the Term (except that such obligation shall not be invalid subject to a once per year annual limitation in the event of (i) a Default by Tenant under the Lease, (ii) a default by Guarantor hereunder, (iii) a potential sale or illegalfinancing of the Premises by Landlord), execute, acknowledge and deliver to Landlord a statement certifying that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications). Such certificate may be relied upon by any prospective purchaser, lessor or lender of all or a portion of the Premises and/or Property. (d) If any portion of this Guaranty shall be deemed invalid, unenforceable or illegal for any reason, such invalidity invalidity, unenforceability or illegality shall in no way affectnot affect the balance of this Guaranty, impair or invalidate any other provision hereof, and such remaining provisions which shall remain in full force and effect. Time is of the essence with respect effect to the performance of every provision maximum permitted extent. (e) The provisions, covenants and guaranties of this Lease in which time Guaranty shall be binding upon Guarantor and its successors and assigns, and shall inure to the benefit of performance is a factor. The captions used in this Lease are for convenience only Landlord and its successors and assigns, and shall not be considered deemed waived or modified unless such waiver or modification is specifically set forth in writing, executed by Landlord or its successors and assigns, and delivered to Guarantor. (f) Whenever the construction words “include”, “includes”, or interpretation of any provision hereof. Any executed copy of “including” are used in this Lease Guaranty, they shall be deemed an original for all purposes. This Lease shallto be followed by the words “without limitation”, subject to and, whenever the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord circumstances or Tenant, as the context implies. If Tenant consists of more than one person or entityrequires, then all members of Tenant shall be jointly and severally liable hereunder. This Lease the singular shall be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and vice versa. This Guaranty shall be interpreted and enforced without the aid of any canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision in question. (g) Each of the rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law or in the Lease or this Guaranty. (h) The provisions of this Guaranty shall be governed by and interpreted solely in accordance with the internal laws of the State of California. The language in all parts Illinois, without giving effect to the principles of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context conflicts of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that law. (i) the gross leasable area The execution of this Guaranty prior to execution of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any invalidate this Guaranty or lessen the Obligations of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseGuarantor hereunder.

Miscellaneous. Should This Lease has been freely and fairly negotiated, and all provisions shall be interpreted according to their fair meaning and shall not be strictly construed against any provision party. While nothing contained in this Lease should be deemed or construed to constitute an extension of credit by Landlord to Tenant, if a portion of any payment made to Landlord is deemed to violate any applicable laws regarding usury, such portion shall be held by Landlord to pay the future obligations of Tenant as such obligations arise and if Tenant discharges and performs all obligations hereunder, such funds will be reimbursed (without interest) to Tenant on the Termination Date. If any part of this Lease prove shall be determined to be invalid or illegalunenforceable, such invalidity or illegality the remainder shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain nevertheless continue in full force and effect. Time is of the essence with respect essence, and whenever action must be taken (including the giving of notice or the delivery of documents) hereunder during a certain period of time or by a particular date that ends or occurs on a Saturday, Sunday or federal holiday, then such period or date shall be extended until the immediately following business day. Whenever the words “including”, “include” or “includes” are used in this Lease, they shall be interpreted in a non-exclusive manner as though the words “without limitation” immediately followed. Whenever the words day or days are used in this Lease, they shall mean “calendar day” or “calendar days” unless expressly provided to the performance of every provision of this Lease in which time of performance is a factorcontrary. The captions used titles and headings in this Lease are for convenience of reference only and shall not be considered in any way affect the meaning or construction or interpretation of any provision hereofprovision. Any executed copy Unless otherwise expressly provided, references to any “Section” mean a section of this Lease (including all subsections), to any “Exhibit” or “Schedule” mean an exhibit or schedule attached hereto or to “Medicare” or “Medicaid” include any successor program. If more than one Person is Tenant hereunder, their liability and obligations hereunder shall be joint and several. Promptly upon the request of either party and at its expense, the parties shall prepare, enter into and record a suitable short form memorandum of this Lease. This Lease (a) contains the entire agreement of the parties (together with the Transfer Agreement) as to the subject matter hereof and supersedes all prior or contemporaneous verbal or written agreements or understandings, (b) may be executed in several counterparts, each of which shall be deemed an original for original, but all purposes. This Lease shallof which shall constitute one and the same document, subject (c) may only be amended by a writing executed by the parties, (d) shall inure to the provisions regarding assignment, apply to benefit of and bind be binding upon the respective heirs, successors, executors, administrators successors and permitted assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenantthe parties, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant (e) shall be jointly governed by and severally liable hereunder. This Lease shall be construed and enforced in accordance with the internal laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this LeaseArkansas, and (ivf) incorporates by this reference any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseExhibits and Schedules attached hereto.

Miscellaneous. Should 18.1 The Cardholder shall not, and the Cardmember shall ensure and procure that the Cardholder shall not, use any provision Card for any unlawful purpose (including the purchase of any goods or services which would contravene any law). 18.2 The Cardmember and each Cardholder shall pay and reimburse DBS on demand (on a full indemnity basis) all costs fees and expenses incurred by DBS in recovering or attempting to recover any Card and/or any sum due to DBS on any Card Account or under or in connection with this Lease prove Agreement. 18.3 Any request or instruction to DBS shall be in writing and shall be signed by the Cardmember or the Cardholder provided nevertheless that DBS may but shall not be obliged to accept and act on any instruction or request by electronic mail, facsimile transmission or through the telephone, which is believed by the officer or employee of DBS attending to such instruction or request to have been given or made or authorised by the Cardmember or any Cardholder notwithstanding that such instruction or request may not have been given or made or authorised by the Cardmember or Cardholder, or that such instruction may not be confirmed in writing by the Cardmember or the Cardholder, or regardless of any fraud that may exist in relation to such instruction or request. DBS shall not be liable for any loss or damage suffered as a consequence of its acting on or acceding to any such instruction or request, and the Cardmember and/or the Cardholder will indemnify DBS against any and all losses, claims, proceedings, damages, expenses and costs (on a full indemnity basis) howsoever incurred or sustained by DBS arising out of or in connection with any instruction from or purportedly from the Cardmember or the Cardholder or the Cardmember’s authorised signatories. 18.4 Neither the acceptance or approval by DBS of any instruction or arrangement for any monthly or periodic payment of any charge of any Merchant by monthly or periodic deduction effected on any Card Account or in respect of any monthly or periodic Card Transaction nor the execution by DBS of any such deduction in respect of any month or period shall impose upon DBS any obligation to effect such deduction in respect of each and every month or period and DBS shall not be liable for any loss or damage suffered or incurred as a consequence of any failure or neglect by DBS to effect any deduction or Card Transaction in respect of any one or more month(s) or period(s). 18.5 Without prejudice to DBS’s right to serve process in any other manner permitted by law, DBS may effect personal service on the Cardmember or any Cardholder of any writ, summons or other process or document by leaving it at or sending it by ordinary post to the Specified Address or the Cardmember’s or Cardholder’s address last known to DBS (whether to a post office box or to a place of residence or business or otherwise). Such process shall be deemed validly served on the Cardmember or the Cardholder immediately, if so left, or on the day immediately following the date of despatch, if sent by post (and the Cardmember and Cardholder respectively agrees that the Cardmember/Cardholder (as the case may be) shall be deemed to have adequate and sufficient notice of such process). 18.6 DBS may at its sole discretion make available to the Cardmember or any Cardholder from time to time additional benefits, services or programmes in connection with the use of any Card. Such benefits, services or programmes shall nevertheless not form part of DBS’s legal relationship with and obligations to the Cardmember or any Cardholder and DBS may modify or withdraw any such benefits, services or programmes at any time without notice or liability to the Cardmember or any Cardholder. 18.7 The use of any Card is also subject to other terms and conditions governing the use of other facilities or benefits which may from time to time be made available. 18.8 Any forbearance or failure or delay by DBS in exercising any right, power or remedy shall not be deemed to be invalid a waiver or illegala partial waiver of such right, power or remedy unless such invalidity rights, powers or illegality shall remedies are specifically waived by DBS in no way affectwriting. 18.9 Where by any arrangement between any Cardmember and any financial institution, impair any payment is to be made to DBS for the credit of any Card Account, whether at regular intervals or invalidate any other provision hereofotherwise, and such remaining provisions shall remain in full force that Card Account is terminated and effect. Time another Card Account is of the essence established with respect to any Card issued in replacement of the performance Card to which first-mentioned Card Account relates whether as a consequence of every provision loss or otherwise, that arrangement shall subsist and continue in relation to that other Card Account in substitution of this Lease the first-mentioned Card Account as from the date when the first Account Statement with respect to that other Card Account is sent to the Cardmember or when the first electronic statement is made accessible to the Cardholder through the DBS internet banking service (and/or such other channel(s) as DBS may designate from time to time by notice in which time of performance writing to the Cardmember), whichever is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease applicable. 18.10 This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of CaliforniaSingapore. The language in Cardmember and all parts of this Lease shall in all cases be construed as a whole according Cardholders submit themselves to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area nonexclusive jurisdiction of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area Courts of the Project and the Premises, (iii) all measurements Republic of area contained in Singapore with respect to any claim or dispute concerning or arising from this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of Agreement or any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseCard Transaction.

Miscellaneous. Should any provision The agreement resulting from the acceptance of this Lease prove to be invalid Subscription by the Manager on behalf of the Trust contains the whole agreement between the Trust and the Subscriber in respect of the subject matters hereof and there are no representations, warranties, terms, conditions or illegalcollateral agreements, such invalidity express, implied or illegality shall statutory, other than as expressly set forth herein and in no way affect, impair or invalidate any other provision hereofthe Offering Memorandum, and such remaining provisions shall remain in full force all amendments thereto, if the Subscriber has relied on the “offering memorandum” exemption. All representations, warranties, agreements and effectcovenants made by the Subscriber herein will survive the execution, delivery and acceptance of this Subscription. Time is Neither this Subscription nor any of the essence rights arising hereunder will be capable of assignment or transfer by the Subscriber in any manner except with respect the written consent of the Trust. This Subscription will enure to the performance benefit of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in binding upon the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposesTrust, the Manager and the Subscriber and their respective successors and permitted assigns and heirs, administrators, executors and other legal representatives. This Lease shall, subject to Subscription and the provisions regarding assignment, apply to rights and bind obligations of the respective heirs, successors, executors, administrators parties hereunder will be governed by and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State Province of CaliforniaBritish Columbia and any legal action or proceeding with respect therein or hereto will be brought in the courts of the Province of British Columbia. The language in Subscriber hereby authorizes the Manager to correct any minor errors in, or complete any minor information missing from, the Form 45-106F4 (Appendix I) and Schedules 1 and 2 to Appendix I, the Eligible Investor Questionnaire (Appendix II) or the Accredited Investor Status Certificate (Appendix III) and Schedule A to the Accredited Investor Status Certificate, if applicable, which has been executed by the Subscriber and delivered to the Manager. The Subscriber agrees to make, execute and deliver any and all parts further assurances or other documents necessary to give full force and effect to the meaning and intent of this Lease shall in all cases be construed as a whole according Subscription, including any such documentation that the Manager may require to its fair meaning, and not strictly for or against either Landlord or Tenant. When verify eligibility of the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, Subscriber under applicable securities laws and the singular includes Subscriber consents to the plural. The terms “shall”, “will” filing of such documents and “agree” are mandatory. The term “may” is permissive. When a party is any other documents as may be required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from be filed with any securities regulatory authority in connection with the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area offering of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseUnits.

Miscellaneous. Should 13.01 This Licence will enure to the benefit of and be binding on the parties and their respective heirs, executors, successors and permitted assigns. 13.02 The laws of British Columbia will govern the interpretation of this Licence and the performance of the Licensee’s obligations under this Licence. 13.03 Any non-statutory power conferred or duty imposed on the Regional Executive Director or District Manager under this Licence may be exercised or fulfilled by any person authorized to do so by the Regional Executive Director or District Manager. 13.04 Any Schedules, Exhibit “A” map(s) or attachments referenced in, or attached to this Licence are an integral part of this agreement as if set out in the body of this agreement, and the Licensee will comply with all the terms in the Schedules. 13.05 If there is a conflict between the Workers Compensation Act or a regulation under that Act, and a provision of this Lease prove Licence, the Workers Compensation Act, or the regulations made under that Act, prevails, and the Licensee must immediately notify the District Manager of the conflict and follow any direction given by the District Manager with respect to the conflict, provided such direction is consistent with the Workers Compensation Act and the regulations under that Act. 13.06 Nothing in this Licence authorizes the Licensee to in any way restrict the Government's right of access to the Licence areas or a road permit or the right of any other authorized entrant, user or occupier of these areas. 13.07 This Licence is the entire agreement between the parties as to the matters set out in this Licence, and all previous promises, representations or agreements between the parties, whether oral or written, are deemed to have been replaced by this Licence. 13.08 Unless otherwise defined in this Licence, if a word or phrase used in this Licence is defined in the legislation described in paragraph 14.02, the definition in the legislation applies to this Licence, and where the word or phrase in the legislation is replaced by a new word or phrase, this Licence is deemed to have been amended accordingly. 13.09 If any provision in this Licence is found to be invalid or illegalunenforceable by a court of law, such invalidity the remainder of this Licence is separately valid and enforceable to the fullest extent permitted by law. 13.10 The Licensee acknowledges that any information released to the Licensee by the Regional Executive Director, District Manager or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is the Government about the nature of the essence with respect Licence area or the quality or quantity of timber, is not to the performance of every provision be relied upon. Execution of this Lease in which time of performance Licence by the Licensee is a factor. The captions used in this Lease are for convenience only and shall not be considered in an absolute release by the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws Licensee of the State Regional Executive Director or District Manager and the Crown from any claim that the Licensee may have in respect of California. the nature of the Licence area or the quality or quantity of timber. 13.11 The language licensee, excluding those holding the licence in all parts of this Lease shall in all cases be construed their individual capacity or as a whole according First Nation recorded in Indigenous and Northern Affairs Canada Registration System, must be registered to its fair meaning, and not strictly for or against either Landlord or Tenant. When do business under the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint ventureBusiness Corporations Act, and the singular includes licensee maintain such registration in good standing throughout the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, licence. 13.12 This document contains the entire agreement and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease no additional terms are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseimplied.

Miscellaneous. Should All notices, demands, requests, consents, approvals and other communications required or permitted hereunder shall be given in accordance with the notice provisions set forth in the Loan Agreement. No delay or omission on the Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender's action or inaction impair any such right or power. No modification, amendment or waiver of any provision of this Lease prove Note nor consent to any departure by the Borrowers therefrom will be effective unless made in a writing signed by the Lender. The Borrowers jointly and severally agree to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Lender in the enforcement of its rights in this Note and in any security therefor, including, without limitation, reasonable fees and expenses of the Lender's counsel. If any provision of this Note is found to be invalid or illegalby a court, such invalidity or illegality shall in no way affect, impair or invalidate any all the other provision hereof, and such remaining provisions shall of this Note will remain in full force and effect. Time is of the essence with respect to the performance of every provision The Borrowers and all other makers and endorsers of this Lease in which time Note hereby forever waive presentment, protest, notice of performance is a factordishonor and notice of non-payment. The captions used in this Lease are for convenience only and shall not be considered in the construction Borrowers also waive all defenses based on suretyship or interpretation impairment of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context impliescollateral. If Tenant consists of this Note is executed by more than one person Borrower, the obligations of such persons or entity, then all members of Tenant shall entities hereunder will be jointly joint and severally liable hereunderseveral. This Lease Note shall be construed bind the Borrowers and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, their respective successors and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint ventureassigns, and the singular includes benefits hereof shall inure to the pluralbenefit of the Lender and its successors and assigns; provided, however, that the Borrowers may not assign this Note in whole or in part without the Lender's written consent and the Lender at any time may assign this Note in whole or in part at any time. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE LENDER AND THE BORROWERS DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. The terms “shall”, “will” and “agree” are mandatory. The term “may” Borrowers hereby irrevocably consent to the jurisdiction of any state or federal court in the county or judicial district where the Lender's office indicated above is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree located; provided that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area nothing contained in this Lease are conclusively agreed to be correct Note will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the Borrowers, against any security or against any property of the Borrowers within the other county, state or other foreign or domestic jurisdiction. The Borrowers acknowledge and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination agree that the area venue provided above is the most convenient forum for both the Lender and the Borrowers. The Borrowers waive any objection to venue and any objection based on a more or less than shown in this Lease shall not result in a change convenient forum in any of the computations of rent, improvement allowances, or other matters described in action instituted under this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseNote.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegalSection 10.1. TRUST NOT A PARTNERSHIP, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofEXCEPT FOR INCOME TAX PURPOSES; TAX MATTERS PARTNER. (a) This Agreement creates a trust and not a partnership, and such remaining provisions no Trustee shall remain in full force and effecthave any power to bind personally either the Trust's officers or any Holder. Time Notwithstanding the foregoing, it is of intended that the essence with respect to the performance of every provision of this Lease in which time of performance Trust, or each Portfolio if there is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entityPortfolio, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed classified as a whole according to its fair meaning, and not strictly partnership for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint ventureincome tax purposes, and the singular includes Trustees shall do all things that they, in their sole discretion, determine are necessary to achieve that objective, including (if they so determine) electing such classification on Internal Revenue Form 8832. Any Trustee is hereby authorized to sign such form on behalf of the pluralTrust or any Portfolio, and the Trustees may delegate such authority to any executive officer(s) of any Portfolio's investment adviser. The terms “shall”Trustees, “will” in their sole discretion and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area vote or consent of the Premises includes any atriumsHolders, depressed loading docksmay amend this Agreement to ensure that this objective is achieved. (b) The Trustees annually shall designate for each Portfolio a "Tax Matters Partner" under Section 6231(a)(7) of the Code. A Portfolio's Tax Matters Partner shall have all the powers and responsibilities of such position as provided in the Code, covered entrances or egresses, and covered loading areasprovided it (1) shall promptly furnish the Internal Revenue Service with information sufficient to cause each Holder in that Portfolio to be treated as a "notice partner" as defined in Section 6231(a)(8) of the Code, (ii2) shall not file any action or suit or extend any statute of limitations relating to Portfolio tax matters without first notifying each has had an opportunity to determine to its satisfaction such Holder and obtaining the actual area consent of the Project and the Premises, (iii) Holders owning more than 50% of all measurements of area contained Interests in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this LeasePortfolio, and (iv3) any such subsequent determination that the area is more or less than shown in this Lease shall not result settle any action or suit relating to Portfolio tax matters without first notifying all Holders in that Portfolio and obtaining the consent of Holders owning at least 75% of all Interests therein. Reasonable expenses incurred by the Tax Matters Partner, in its capacity as such, will be treated as Portfolio expenses. Any Holder in a change Portfolio shall have the right to participate in any administrative proceedings relating to the determination of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasepartnership tax items at that Portfolio's level.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “"Party” " shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “"shall”", “"will” " and “"agree” " are mandatory. The term “"may” " is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should 18.1 The Cardholder shall not, and the Cardmember shall ensure and procure that the Cardholder not, use any provision Card for any unlawful purpose (including the purchase of services for entertainment purposes and/or of any goods or services which would contravene any law). 18.2 The Cardmember shall pay and reimburse DBS on demand (on a full indemnity basis) all costs fees and expenses incurred by DBS in recovering or attempting to recover any Card and/or any sum due to DBS on any Card Account or under or in connection with this Lease prove Agreement. 18.3 Any request or instruction to DBS shall be in writing and shall be signed by the Cardmember or the Cardholder provided nevertheless that DBS may but shall not be obliged to accept and act on any instruction or request by electronic mail, facsimile transmission or through the telephone, which is believed by the officer or employee of DBS attending to such instruction or request to have been given or made or authorised by the Cardmember or any Cardholder notwithstanding that such instruction or request may not have been given or made or authorised by the Cardmember or Cardholder, or that such instruction may not be confirmed in writing by the Cardmember or the Cardholder, or regardless of any fraud that may exist in relation to such instruction or request. DBS shall not be liable for any loss or damage suffered as a consequence of its acting on or acceding to any such instruction or request, and the Cardmember and/or the Cardholder will indemnify DBS against any and all losses, claims, proceedings, damages, expenses and costs (on a full indemnity basis) howsoever incurred or sustained by DBS arising out of or in connection with any instruction from or purportedly from the Cardmember or the Cardholder or the Cardmember’s authorised signatories. 18.4 Neither the acceptance or approval by DBS of any instruction or arrangement for any monthly or periodic payment of any charge of any Merchant by monthly or periodic deduction effected on any Card Account or in respect of any monthly or periodic Card Transaction nor the execution by DBS of any such deduction in respect of any month or period shall impose upon DBS any obligation to effect such deduction in respect of each and every month or period and DBS shall not be liable for any loss or damage suffered or incurred as a consequence of any failure or neglect by DBS to effect any deduction or Card Transaction in respect of any one or more month(s) or period(s). 18.5 Any and all Card Account Statements, notices (including notification of any amendments to this Agreement) or demands of DBS may be sent to the Cardmember or any Cardholder post, facsimile transmission, electronic mail or through the Internet or any electronic medium selected by us to the Specified Address. Any statement notice or demand to the Cardmember or any Cardholder so sent or despatched shall be effective and deemed to have been received by the Cardmember or Cardholder, as the case may be: 18.5.1 on the day immediately following the date of despatch, if sent by letter; or 18.5.2 immediately on despatch if sent by facsimile transmission, electronic mail or through the Internet or any electronic medium selected by DBS, notwithstanding that it is not received by the Cardmember or the Cardholder or returned undelivered. 18.6 DBS may at its sole discretion make available to the Cardmember or any Cardholder from time to time additional benefits, services or programmes in connection with the use of any Card. Such benefits, services or programmes shall nevertheless not form part of DBS’s legal relationship with and obligations to the Cardmember or any Cardholder and DBS may modify or withdraw any such benefits, services or programmes at any time without liability to the Cardmember or any Cardholder. 18.7 The use of any Card is also subject to other terms and conditions governing the use of other facilities or benefits which may from time to time be made available. 18.8 Any forbearance or failure or delay by DBS in exercising any right, power or remedy shall not be deemed to be invalid a waiver or illegala partial waiver of such right, power or remedy unless such invalidity rights, powers or illegality shall remedies are specifically waived by DBS in no way affectwriting. 18.9 Where by any arrangement between any Cardmember and any financial institution, impair any payment is to be made to DBS for the credit of any Card Account, whether at regular intervals or invalidate any other provision hereofotherwise, and such remaining provisions shall remain in full force that Card Account is terminated and effect. Time another Card Account is of the essence established with respect to any Card issued in replacement of the performance Card to which first-mentioned Card Account relates whether as a consequence of every provision loss or otherwise, that arrangement shall subsist and continue in relation to that other Card Account in substitution of this Lease the first-mentioned Card Account as from the date when the first Card Account Statement with respect to that other Card Account is sent to the Cardmember or when the first electronic statement is made available to the Cardholder through the DBS internet banking service (and/or such other channel(s) as DBS may designate from time to time by notice in which time of performance writing to the Cardmember), whichever is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease applicable. 18.10 This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of CaliforniaSingapore. The language in Cardmember and all parts of this Lease shall in all cases be construed as a whole according Cardholders submit themselves to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area non exclusive jurisdiction of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area Courts of the Project and the Premises, (iii) all measurements Republic of area contained in Singapore with respect to any claim or dispute concerning or arising from this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of Agreement or any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseCard Transaction.

Miscellaneous. Should 32.1 Nothing contained in this Lease shall be deemed or construed as creating a partnership or joint venture between Landlord and Tenant or between Landlord and any other party, or cause Landlord to be in any manner responsible for the debts or obligations of Tenant, or any other party. The covenants in this Lease are made between the parties to the Lease and shall not be deemed or construed as creating any rights in any other party claiming to be a third party beneficiary of this agreement. 32.2 If any provision of this Lease prove shall be determined to be invalid void or illegalvoidable by any court of competent jurisdiction, such invalidity or illegality determination shall in no way affect, impair or invalidate not affect any other provision hereof, of this Lease and all such remaining other provisions shall remain in full force and effect. Time It is the intention of the essence parties hereto that if any provision of this Lease is capable of two constructions, one of which would render the provision void or voidable and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 32.3 If Tenant hereunder is a corporation or partnership, the parties executing this Lease on behalf of Tenant represent and warrant to Landlord that: they are authorized to enter into this Lease; this Lease is executed in the usual course of business of Tenant and that neither the corporate Articles nor Bylaws of Tenant or any partnership agreement of Tenant, as the case may be, require the consent of its shareholders or partners, as applicable, thereto; Tenant is a valid and existing corporation or partnership, as applicable; all things necessary to qualify Tenant to do business in California have been accomplished prior to the date of this Lease; all franchise and other taxes have been paid to the date of this Lease; all forms, reports, fees, and taxes required to be filed or paid by Tenant in compliance with all Legal Requirements will be filed and paid when due. 32.4 The entire agreement between the parties hereto is set forth in this Lease, and any agreement hereafter made shall be ineffective to change, modify, alter or discharge it in whole or in part unless such agreement is in writing and signed by both parties hereto. It is further understood that there are no oral agreements between the parties hereto affecting this Lease, and that this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the performance subject matter of every provision this Lease, and none of the same shall be available to interpret or construe this Lease. All negotiations and oral agreements acceptable to both parties hereto have been merged into and are included in this Lease. 32.5 Landlord reserves the absolute right to effect such other tenancies in the Center. Tenant does not rely on the fact nor does Landlord represent that any specific tenant or number of tenants shall during the term of this Lease occupy any space in which time of performance is a factor. any Building. 32.6 The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California shall govern the validity, performance and enforcement of this Lease. Should either party institute legal suit or action for enforcement of any obligation herein, it is agreed that the venue of such suit or action shall be in Alameda County, California, and Tenant expressly consents to Landlord's designating Alameda County as the venue of any such suit or action. 32.7 A waiver of any breach or default shall not be a waiver of any other breach or default. Landlord's consent to or approval of, any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent similar act by Tenant. The language in all parts acceptance by Landlord of any rental or other payments due hereunder with knowledge of the breach of any of the covenants of this Lease by Tenant shall in all cases not be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context waiver of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the pluralany such breach. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party acceptance at any time or times by Landlord of any sum less than that which is required to do something be paid by this LeaseTenant shall, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area specifically agrees otherwise in writing, be deemed to have been received only on account of the Premises includes any atriums, depressed loading docks, covered entrances or egressesobligation for which it is paid, and covered loading areasshall not be deemed an accord and satisfaction notwithstanding any provisions to the contrary written on any check or contained in a letter of transmittal. 32.8 Any prevention, (ii) each has had an opportunity delay or stoppage due to determine strikes, lockouts, labor disputes, acts of God, inability to its satisfaction obtain labor or materials or reasonable substitutes therefore, failure of power, governmental restrictions, regulations or controls, enemy or hostile governmental action, riot, civil commotion, fire or other casualty, inclement weather beyond seasonal norm and other causes of a like nature beyond the actual area reasonable control of the Project and the Premises, party obligated to perform (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination event being "FORCE MAJEURE"), shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, except that the area is more Tenant's obligations to pay Rent and any other sums or less than shown in charges specifically due and payable pursuant to this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseaffected thereby.

Miscellaneous. Should (A) No waiver of any provision, right, or remedy contained in this Agreement, including the terms of this Section, is binding on, or effective against, a party unless expressly stated in writing and signed by such party’s authorized representative. Each party agrees that no right or remedy provided for in this Agreement can be waived through course of dealing, course of performance, or trade usage and that reliance on any waiver without the other party’s written consent is unreasonable. Waiver of any breach will be limited to the specific breach so waived and will not be construed as a waiver of any subsequent breach. A party’s approval or consent to any action proposed by the other will not be considered an agreement to the propriety, fitness, or usefulness of the proposed action, and will not affect the proposing party’s obligation to strictly comply with this Agreement and all related Orders. (B) Seller may not assign this Agreement, or any Order issued under this Agreement, or subcontract or delegate any part of Services to be performed on Buyer’s premises without Buyer’s prior written consent. Consent will not relieve Seller from any obligations under this Agreement or any Order. Any transferee or subcontractor will be considered ▇▇▇▇▇▇’s agent and, as between ▇▇▇▇▇ and Seller, Seller will remain liable as if no such transfer or subcontract had been made. Any attempted assignment, subcontract, or delegation in violation of this Section is void; however, this Agreement and the terms and conditions contained herein are enforceable against Seller’s successors and permitted assigns. (C) ▇▇▇▇▇’s remedies under this Agreement are cumulative and in addition to any other remedies available to Buyer, whether at law, equity, or otherwise. (D) If any provision or part of a provision in this Lease prove Agreement is held by a court of competent jurisdiction to be invalid contrary to law or illegalpublic policy, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such the remaining provisions shall of the Agreement will remain in full force and effect. Time is of the essence . (E) At all times, Seller will be an independent contractor with respect to the Goods and Services and not an agent or employee of Buyer. Any Services provided by Seller will be carried on by Seller according to its own methods subject only to specifications and agreements outlined in this Agreement or any applicable Order. Seller will have full and exclusive control of its employees engaged in performance of every Services or manufacture and/or delivery of Goods. (F) Any notice, request, demand, or other communication from one party to the other required or permitted to be given under this Agreement will be sent to the address for each party indicated on the applicable Order and (i) delivered in person; (ii) sent by overnight service (signature required); or (iii) sent via email with confirmation of delivery. All notices will be effective on the date of receipt. Parties may change such notice addresses upon written notice to the other party. In the case of notice to ▇▇▇▇▇, please also send a copy to: (G) Other than as set forth in this Agreement, neither party will be liable for delays in performance caused by acts of God, strikes or labor disturbances, pandemics, or epidemics, or other delays in performance due to any event beyond the party’s control. If any such event occurs, the period for the party’s performance affected by the event will be extended for such period as reasonably required under the circumstances. (H) No provision of this Lease in which time of performance is a factorAgreement may be construed against either party as the drafting party. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy English language version of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes Agreement will govern over any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasetranslations.

Miscellaneous. Should any provision a. This Lease shall be binding upon and inure to the benefit of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofthe successors and assigns of Landlord, and such remaining provisions shall remain in full force be binding upon and effect. Time is of the essence with respect inure to the performance benefit of every provision Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns. b. All rights and remedies of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only Landlord and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of Tenant under this Lease shall be deemed an original for all purposescumulative and none shall exclude any other rights or remedies allowed by law. This Lease shallis declared to be a Tennessee contract, subject to and all of the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease terms hereof shall be construed and enforced in accordance with according to the laws of the State of CaliforniaTennessee. c. This Lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. d. If Tenant is a corporation, partnership, limited liability company or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors, partners or members) for the execution, delivery and performance of this Lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. e. To the extent permitted by applicable law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of landlord and tenant, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage. The language In the event Landlord commences any proceedings for nonpayment of rent or any other amounts payable hereunder, Tenant shall not interpose any counterclaim of whatever nature or description in all parts any such proceeding, unless the failure to raise the same would constitute a waiver thereof. This shall not, however, be construed as a waiver of Tenant’s right to assert such claims in any separate action brought by Tenant. f. If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall in all cases be construed as a whole according valid and shall be enforceable to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” extent permitted by law. g. Time is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected essence in this Lease. h. Tenant represents and warrants to Landlord that Tenant did not deal with any broker in connection with this Lease. Tenant shall indemnify, defend and hold Landlord harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (ivincluding, without limitation, court costs, reasonable attorneys’ fees and litigation expenses) arising from any claims or demands of any other broker or brokers or finders for any commission alleged to be due such subsequent determination that other broker or brokers or finders claiming to have dealt with Tenant in connection with this Lease or with whom Tenant hereafter deals or whom Tenant employs. i. If Tenant comprises more than one person, corporation, partnership, limited liability company or other entity, the area is more liability hereunder of all such persons, corporations, partnerships or less than shown other entities shall be joint and several. j. Landlord’s receipt of any monetary amount due hereunder (including Base Rental and Additional Rental) payable by Tenant hereunder with knowledge of the breach of a covenant or agreement contained in this Lease shall not result be deemed a waiver of the breach. No acceptance by Landlord of a lesser amount than the full and complete installment of monetary amount due under this Lease (including Base Rental and Additional Rental) which is due shall be considered, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed, an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy provided in this Lease. k. Submission of this instrument for examination shall not constitute a change reservation of or option to lease the Premises or in any manner bind Landlord, and no lease or obligation on Landlord shall arise until this instrument is signed and delivered by Landlord and Tenant. 1. Any claim, cause of action, liability or obligation arising under the computations term of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where and under the provisions hereof in favor of a party hereto is obligated not to perform against or obligating the other party hereto and all of Tenant’s indemnification obligations hereunder shall survive the expiration or any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions earlier termination of this Lease.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect11.1. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the internal laws of the State of CaliforniaNew York; provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern. 11.2. The language in all parts Nothing expressed or implied herein is intended or shall be construed to confer upon or give any person, firm, trust, or corporation other than the parties and their respective successors and assigns any rights or remedies under or by reason of this Lease shall Agreement. 11.3. PACE Trust acknowledges that Target Trust is a Business Trust. This Agreement is executed by Target Trust on behalf of Target and by its trustees and/or officers in all cases be construed their capacities as a whole according to its fair meaningsuch, and not strictly individually. Target Trust's obligations under this Agreement are not binding on or enforceable against any of its trustees, officers, or shareholders but are only binding on and enforceable against Target's assets and property; and a trustee of Target Trust shall not be personally liable hereunder to PACE Trust or its trustees or shareholders for any act, omission, or against either Landlord obligation of Target Trust or Tenantany other trustee thereof. When the context PACE Trust agrees that, in asserting any rights or claims under this Agreement on behalf of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this LeaseAcquiring Fund, it shall do so at look only to Target's assets and property in settlement of such rights or claims and not to such trustees, officers, or shareholders. 11.4. A trustee of PACE Trust shall not be personally liable hereunder to Target Trust or its sole cost trustees or shareholders for any act, omission, or obligation of PACE Trust or any other trustee thereof. Target Trust agrees that, in asserting any claim against PACE Trust or its trustees, it shall look only to Acquiring Fund's assets for payment under such claim; and expense without right neither the shareholders nor the trustees of reimbursement from PACE Trust, nor any of their agents, whether past, present, or future, shall be personally liable therefor. 11.5. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by each Investment Company and delivered to the other party unless a provision of this Lease expressly requires reimbursementhereto. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area The headings contained in this Lease Agreement are conclusively agreed to be correct for reference purposes only and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change affect in any of way the computations of rent, improvement allowances, meaning or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions interpretation of this LeaseAgreement.

Miscellaneous. Should any provision of this Lease prove to (a) The Depositary shall have only those duties as are specifically and expressly provided herein and no other duties shall be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factorimplied. The captions used in this Lease are for convenience only Depositary may rely upon and shall not be considered in liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the construction or interpretation Escrow Agent without inquiry and without requiring substantiating evidence of any provision hereofkind. Any executed copy of this Lease The Depositary shall be deemed an original for all purposesunder no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. This Lease shallThe Depositary shall be under no duty to inquire into or investigate the validity, subject accuracy or content of any such document, notice, instruction or request. The Depositary may act in reliance upon any signature believed by it to be genuine and may assume that any person purporting to make any statement or execute any document in connection with the provisions regarding assignment, apply hereof has been duly authorized to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of Californiado so. The language in all parts of this Lease Depositary shall in all cases be construed as a whole according have no duty to its fair meaningsolicit any payments, and not strictly for or against either Landlord or Tenant. When the context of this Lease requiresincluding, without limitation, the neuter gender includes the masculineDeposits. (b) The Depositary shall not be responsible for any recitals, the femininestatements, a partnership representations or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right warranties of reimbursement from the any person other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area than itself contained in this Lease are conclusively agreed to be correct and binding upon Agreement or for the parties, even if a subsequent measurement of failure by the Escrow Agent or any one of these areas determines that it is more other person or less entity (other than the amount of area reflected in this Lease, and (ivDepositary) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain of its obligations hereunder (whether or not the Depositary shall have any others within its control from performing said act, including knowledge thereof) and the Agents of such party. Landlord Depositary shall not become be liable for any action taken, suffered or omitted to be deemed taken by it in good faith except to the extent that a partner final adjudication of a court of competent jurisdiction determines that the Depositary’s gross negligence or willful misconduct was the primary cause of any loss. The Depositary may execute any of its powers and perform any of its duties hereunder directly or through attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a joint venturer court of competent jurisdiction) in the selection of any such attorney. The Depositary may consult with Tenant counsel, accountants and other skilled persons to be selected and retained by reason it. The Depositary shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Depositary shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this LeaseAgreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held hereunder until it shall be given a direction in writing by the Escrow Agent which eliminates such ambiguity or uncertainty to the satisfaction of Depositary or by a final and non-appealable order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Depositary be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, whether or not foreseeable suffered by the Escrow Agent or any of the Receiptholders in connection with this Agreement or the transactions contemplated or any relationships established by this Agreement), even if the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. In the event of any conflict or inconsistency between any provision in this Agreement and a provision in any other document, the provisions of this Agreement shall control. (c) The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents); (i) shall have no duties or responsibilities under this Agreement except those expressly set forth in this Agreement; (ii) shall not be responsible to the Depositary for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or the Escrow and Paying Agent Agreement or for the failure by the Depositary or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); and (iii) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds). (d) (i) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Depositary to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Escrow Agent acknowledges that Section 326 of the USA PATRIOT Act and the Depositary’s identity verification procedures require the Depositary to obtain information which may be used to confirm the Escrow Agent’s identity including without limitation name, address and organizational documents (“identifying information”). The Escrow Agent agrees to provide the Depositary with and consent to the Depositary obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Depositary. (ii) Depositary agrees that upon the reasonable request of the Escrow Agent, it will provide to the Escrow Agent such information and documents as the Escrow Agent may require (x) to satisfy applicable anti-money laundering laws and regulations, including the USA PATRIOT Act, the regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable U.S. anti-money laundering laws and regulations (collectively, the “anti-money laundering/OFAC laws”), or (y) to meet the requirements of the Escrow Agent’s internal know your customer policies and procedures adopted in accordance with the anti-money laundering/OFAC laws.

Miscellaneous. Should any provision of this (a) Subject to the limitations herein, the Lease prove shall be binding upon and inure to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is the benefit of the essence with respect to parties hereto and their respective heirs, administrators, successors and assigns. (b) This Master Lease Agreement and each Schedule may be executed in any number of counterparts, which together shall constitute a single instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other counterparts shall be marked "Duplicate". A security interest in any Schedule may be created through transfer and possession only of the performance of every provision of this Lease in which time of performance is a factor. The captions used counterpart marked "Lessor's Original". (c) Section and paragraph headings in this Master Lease Agreement and the Schedules are for convenience only and have no independent meaning. (d) The terms of the Lease shall be severable and if any term thereof is declared unconscionable, invalid, illegal or void, in whole or in part, the decision so holding shall not be considered in construed as impairing the construction or interpretation other terms of any provision hereof. Any executed copy of this the Lease and the Lease shall continue in full force and effect as if such invalid, illegal, void or unconscionable term were not originally included herein. (e) All indemnity obligations of Lessee under the Lease and all rights, benefits and protections provided to Lessor by warranty disclaimers shall survive the cancellation, expiration or termination of the Lease. (f) Lessor shall not be deemed an original liable to Lessee for all purposes. This any indirect, consequential or special damages for any reason whatsoever. (g) Each payment made by Lessee shall be applied by Lessor in such manner as Lessor determines in its discretion which may include, without limitation, application as follows: first, to accrued late charges; second, to accrued rent; and third, the balance to any other amounts then due and payable by Lessee under the Lease. (h) If the Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of is signed by more than one person or entityLessee, then all members each of Tenant such Lessees shall be jointly and severally liable hereunder. This Lease shall be construed for payment and enforced in accordance with performance of all of Lessee's obligations under the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should 2.1 The Escrow Agent shall be entitled to compensation for its services as Escrow Agent hereunder in the amount of $2,500, which compensation shall be paid from the Escrowed Funds at the first closing of the Offering. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or the Escrow Agent renders any provision service not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Lease prove Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event, by ▇▇▇▇▇▇▇ and the Subscribers, who shall be severally obligated therefor. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. 2.2 No waiver or any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. 2.3 Any and all notices or other communications or deliveries required or permitted to be invalid provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or illegalcommunication is delivered via facsimile prior to 5:30 p.m. (Eastern Time) on a Business Day, (b) the next Business Day after the date of transmission, if such invalidity notice or illegality communication is delivered via facsimile on a day that is not a Business Day or later than 5:30 p.m. (Eastern Time) on any Business Day, (c) the 2nd Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. As used herein, “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in no way affect, impair the City of New York are authorized or invalidate any other provision hereofrequired by law to remain closed. 2.4 This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto. 2.5 This Escrow Agreement is the final expression of, and such remaining provisions shall remain in full force and effect. Time is of contains the essence entire agreement between, the parties with respect to the performance of every provision subject matter hereof and supersedes all prior understandings with respect thereto. This Escrow Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. 2.6 Whenever required by the context of this Lease in which time of performance is a factorEscrow Agreement, the singular shall include the plural and masculine shall include the feminine. The captions used in this Lease are for convenience only and This Escrow Agreement shall not be considered in construed as if it had been prepared by one of the construction or interpretation of any provision hereof. Any executed copy of parties, but rather as if all parties had prepared the same. 2.7 The parties hereto expressly agree that this Lease Escrow Agreement shall be deemed an original for all purposes. This Lease shallgoverned by, subject to the provisions regarding assignment, apply to interpreted under and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of CaliforniaNew York. Any action to enforce, arising out of, or relating in any way to, any provisions of this Escrow Agreement shall only be brought in a state or Federal court sitting in New York City. 2.8 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the parties hereto. 2.9 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The language Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud and willful misconduct. 2.10 The Escrow Agent is hereby expressly authorized to disregard any and all parts warnings given by any of this Lease the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 2.11 The Escrow Agent shall not be liable in all cases any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver the Subscription Agreement or any documents or papers deposited or called for thereunder in the absence of gross negligence, fraud and willful misconduct. 2.12 The Escrow Agent shall be construed entitled to employ such legal counsel and other experts as a whole according the Escrow Agent may deem necessary properly to its fair meaningadvise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and not strictly for may pay such counsel reasonable compensation; provided that the costs of such compensation shall be borne by the Escrow Agent. 2.13 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to ▇▇▇▇▇▇▇. In the event of any such resignation, ▇▇▇▇▇▇▇ shall appoint a successor escrow agent and the Escrow Agent shall deliver to such successor escrow agent any Escrow Funds held by the Escrow Agent. 2.14 If the Escrow Agent reasonably requires other or against either Landlord further instruments in connection with this Escrow Agreement or Tenant. When the context of this Lease requiresobligations in respect hereto, the neuter gender includes necessary parties hereto shall join in furnishing such instruments. 2.15 It is understood and agreed that should any dispute arise with respect to the masculinedelivery and/or ownership or right of possession of the documents (if any) or the Escrow Funds held by the Escrow Agent hereunder, the feminine, a partnership or corporation or joint venture, Escrow Agent is authorized and directed in the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its Escrow Agent’s sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that discretion (i) to retain in the gross leasable area Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Funds until such disputes shall have been settled either by mutual written agreement of the Premises includes parties concerned by a final order, decree or judgment or a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any atriums, depressed loading docks, covered entrances such proceedings or egresses, and covered loading areas, (ii) each has had an opportunity to determine deliver the Escrow Funds and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York in accordance with the applicable procedure therefore. 2.16 ▇▇▇▇▇▇▇ and the Subscribers (together with and on behalf of their respective affiliates) agree jointly and severally to indemnify and hold harmless the Escrow Agent and its satisfaction partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the actual area duties or performance of the Project and Escrow Agent hereunder or the Premisestransactions contemplated hereby or by the Subscription Agreement, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Leaserelated transaction documents, and (iv) any and all matters concerning ▇▇▇▇▇▇▇ relating to such Subscribers or affiliates, other than any such subsequent determination that claim, liability, cost or expense to the area is more extent the same shall have been determined by final, unappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud or less than shown in this Lease shall not result in a change in any willful misconduct of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseEscrow Agent.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions This Agreement shall remain in full force and effecteffect and shall be binding upon Obligor, its successors and assigns, in accordance with its terms, notwithstanding any increase, decrease or change in the partners of Obligor, if it should be a partnership, or the merger, consolidation, or reorganization of Obligor, if it be a corporation or a limited liability company, or any other change concerning the form, structure or substance of any such entity. Time If there is more than one Person named as an Obligor in this Agreement, this Agreement shall be binding upon each of Obligors who execute and deliver this Agreement to Collateral Agent even if this Agreement is not executed by any other Person or Persons also named as an Obligor herein. Collateral Agent may assign all or a portion of its rights under this Agreement and may deliver the essence Collateral, or any part thereof, to any assignee and such assignee shall thereupon become vested with all the powers and rights given to Collateral Agent in respect thereof; and Collateral Agent shall thereafter be forever relieved and discharged from any liability or responsibility in the matter but, with respect to any Collateral not so delivered or assigned, Collateral Agent shall retain all powers and rights given to it hereby. The execution and delivery hereafter to Collateral Agent by Obligor of a new security agreement shall not terminate, supersede or cancel this Agreement, unless expressly provided therein, and this Agreement shall not terminate, supersede or cancel any security agreement previously delivered to Collateral Agent by Obligor, and all rights and remedies of Collateral Agent hereunder or under any security agreement hereafter or heretofore executed and delivered to Collateral Agent by Obligor shall be cumulative and may be exercised singly or concurrently. This Agreement may not be changed or terminated orally, but only by a writing executed by Obligor and a duly authorized officer of Collateral Agent; provided, that Collateral Agent is authorized, upon five (5) days advance written notice to Obligor, to fill in any blank spaces and to otherwise complete this Agreement and correct any patent errors herein. Unless Collateral Agent, in its discretion, otherwise agrees, the performance security interests granted in this Agreement shall not terminate until all of every provision the Obligations have been indefeasibly paid in full and all commitments of Collateral Agent and the other Secured Creditors to extend credit which, once extended, would give rise to Obligations have expired or been terminated. No delay on the part of Collateral Agent or any other Secured Creditor in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No modification or waiver of this Lease Agreement or any provision hereof or of any other agreement or instrument made or issued in connection herewith or contemplated hereby, nor consent to any departure by Obligor therefrom, shall in any event be effective, irrespective of any course of dealing between the parties, unless the same shall be in a writing executed by a duly authorized officer of Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which time of performance is a factorgiven. No notice to or demand on Obligor in any case shall thereby entitle Obligor to any other or further notice or demand in the same, similar or other circumstances. The captions remedies herein provided are cumulative and not exclusive of any other remedies provided at equity or by law and all such remedies may be exercised singly or concurrently. If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not (to the full extent permitted by law) in any way be affected or impaired. The descriptive headings used in this Lease Agreement are for convenience only and shall not be considered in deemed to affect the meaning or construction or interpretation of any provision hereof. Any executed copy of this Lease The word “including” shall be deemed an original for to be followed by the words “without limitation.” Obligor waives any and all purposesnotice of the acceptance of this Agreement by Collateral Agent, or of the creation, accrual or maturity (whether by declaration or otherwise) of any and all Obligations, or of any renewals or extensions thereof from time to time, or of Collateral Agent’s reliance on this Agreement. This Lease shall, subject to the provisions regarding assignment, apply In addition to and bind the respective heirs, successors, executors, administrators and assigns without limitation of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rentforegoing, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord Agreement shall not become or be deemed to be a partner Loan Document for all purposes under the Credit Agreement. Facsimile or a joint venturer with Tenant electronic transmissions of any executed original document and/or retransmission of any executed facsimile or electronic transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm facsimile or electronic transmissions by reason executing duplicate original documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the provisions parties hereto in separate counterparts, each of this Leasewhich when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Miscellaneous. Should any provision of If this Lease prove Work Letter is attached as an Exhibit to be invalid an amendment to an existing lease (“Original Lease”), whether such amendment adds space, relocates the Premises or illegal, such invalidity or illegality shall in no way affect, impair or invalidate makes any other provision hereofmodifications, and the term “Lease Document” herein shall refer to such remaining provisions shall remain in full force and effect. Time is of amendment, or the essence with respect to the performance of every provision of this Original Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenantas amended, as the context implies. If Tenant consists By way of more than one person or entityexample, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with such case, references to the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “willPremises” and “agreeCommencement Date” are mandatoryherein shall refer, respectively, to such additional or relocated space and the effective date for delivery thereof under such amendment, unless expressly provided to the contrary herein. Capitalized terms not otherwise defined herein shall have the meanings, if any, ascribed thereto in the Lease Document. This Exhibit is intended to supplement and be subject to the provisions of the Lease Document, including, without limitation, those provisions requiring that any modification or amendment be in writing and signed by authorized representatives of both parties. The term “may” is permissiverights granted in this Exhibit are personal to Tenant as named in the Lease Document, and are intended to be performed for such Tenant’s occupancy of the Premises. When Under no circumstance whatsoever shall any assignee or subtenant have any rights under this Exhibit. Any remaining obligations of Landlord under this Exhibit not theretofore performed shall concurrently terminate and become null and void if Tenant subleases or assigns the Lease Document with respect to all or any portion of the Premises, or seeks or proposes to do so (or requests Landlord’s consent to do so), or if Tenant or any current or proposed affiliate thereof issues any written statement indicating that Tenant will no longer move its business into, or that Tenant will vacate and discontinue its business from, the Premises or any material portion thereof. Any termination of Landlord’s obligations under this Exhibit pursuant to the foregoing provisions shall not serve to terminate or modify any of Tenant’s obligations under the Lease Document. In addition, notwithstanding anything to the contrary contained herein, Landlord’s obligations under this Exhibit, including obligations to perform any work, or provide any Allowance or rent credit, shall be subject to the condition that Tenant shall have faithfully complied with the Lease, and shall not have committed a party material violation under the Lease by the time that Landlord is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances perform such work or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more provide such Allowance or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaserent credit.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of persons or entities so comprising Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. (a) Time is of the essence with respect to this Lease Agreement. (b) This Lease Agreement, when signed by both parties, constitutes the performance entire agreement between the parties, superseding and replacing all prior documents and representations with respect to the subject matter hereof. It may only be amended by a document signed by both parties. The terms of every any documents submitted by Lessee are superseded and replaced in their entirety by the terms and conditions of this Lease Agreement and shall have no binding effect upon Lessor, its agents, and its employees. Acknowledgement by Lessor of any Lessee documents shall be only for Lessee’s billing purposes only. (c) Lessee shall not assign this Lease Agreement or sublet the Equipment without the prior written consent of Lessor. This Lease Agreement shall be binding upon any assignee or successor of Lessee. Lessor may assign any of its rights, remedies, responsibilities, and/or obligations hereunder without notice to Lessee. Lessor reserves the right to charge Lessee and Lessee agrees to promptly pay for any Equipment, material or labor furnished by Lessor which is not described in this Lease Agreement and/or in the ▇▇▇▇▇▇▇▇ Scotsman Proposal, if applicable (“Extra Work”); (d) If any provision of this Lease in which time of performance Agreement is a factor. The captions used in this Lease are deemed unenforceable for convenience only any reason, then such provision shall be deemed stricken and shall not be considered in affect the construction or interpretation enforceability of any provision hereofof its other provisions. Any executed copy Notwithstanding anything contained herein to the contrary, if it should be determined by a court of competent jurisdiction that any indemnification or other protection afforded to an indemnitee under Section 12 would be in violation of or otherwise prohibited by any applicable law, then Section 12 shall automatically be deemed to be amended in a manner which provides the maximum indemnification and other protections to such indemnitee consistent with such applicable law. (e) The obligations of Lessee under Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 18 and 19 which accrue upon execution of this Lease Agreement, shall survive the termination of this Lease Agreement. (f) If Lessee fails to perform any of its obligations hereunder, Lessor shall have the right to substitute performance; the amount of any out-of-pocket and other reasonable expenses of Lessor incurred in connection with such performance shall be payable by Lessee upon demand. Failure of Lessor to exercise any right or remedy herein, or the waiver by Lessor of any breach, shall not be construed as thereafter waiving any such terms, covenants, conditions, rights, or remedies. (g) Lessor shall not be responsible for delays beyond its control. (h) The delivery, installation, takedown, return and/or any work related to the Equipment as agreed to by Lessor and Lessee in the Lease Order Agreement or any amendment thereto will be performed by Lessor using its standard workforce and labor rates unless otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessee agrees that Lessor may use Lessor subcontracted workers for the performance of any work.. (i) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee’s attorney-in-fact to execute any UCC financing statements, documents, checks, and drafts related to the payment of any loss, damage, or defense under policies of insurance required by this Lease Agreement. (j) this Lease Agreement shall be governed by and interpreted under Maryland law. All legal actions arising out of or related to this Lease Agreement shall be filed and conducted exclusively in a state or federal court in Maryland. Lessor hereby reserves its common law right of offset. Lessee hereby waives any and all rights to or claims of sovereign immunity and Lessee waives any and all rights granted under the UCC. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT. (k) Lessee will pay all costs and expenses, including reasonable attorney’s fees, incurred by Lessor in enforcing any terms, covenants and indemnities provided herein. (l) Each party is hereby authorized to accept and rely upon a facsimile signature or electronic signature of the other party on this Lease Agreement or any Amendment hereto, or on counterpart copies of the foregoing documents. Any such signature shall be treated as an original signature for all purposes. (l) Each party is hereby authorized to accept and rely upon documents in paper or electronic format. (m) Lessor may amend these terms and conditions from time-to-time and such amended terms shall be effective thirty (30) days after notice is provided to Lessee. If Lessee does not object in writing to such amended terms before their effective date, such terms shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasetake precedence.

Miscellaneous. Should 19.1 The Cardholder shall not, and the Cardmember shall ensure and procure that each Cardholder shall not use any provision Card for any unlawful purpose (including the purchase of any goods or services which would contravene any law). 19.2 The Cardmember and each Cardholder shall pay and reimburse DBS on demand (on a full indemnity basis) all costs, fees and expenses incurred by DBS in recovering or attempting to recover any Card and/or any sum due to DBS on any Card Account or under or in connection with this Lease prove Agreement. 19.3 Any request or instruction to DBS shall be in writing and shall be signed by the Cardmember or the Cardholder provided nevertheless that DBS may but shall not be obliged to accept and act on any instruction or request by electronic mail, facsimile transmission or through the telephone, which is believed by the officer or employee of DBS attending to such instruction or request to have been given or made or authorised by the Cardmember or any Cardholder notwithstanding that such instruction or request may not have been given or made or authorised by the Cardmember o r Cardholder, or that such instruction may not be confirmed in writing by the Cardmember or the Cardholder, or regardless of any fraud that may exist in relation to such instruction or request. DBS shall not be liable for any loss or damage suffered as a consequence of its acting on or acceding to any such instruction or request, and the Cardmember and/or the Cardholder will indemnify DBS against any and all losses, claims, proceedings, damages, expenses and costs (on a full indemnity basis) howsoever incurred or sustained by DBS arising out of or in connection with any instruction from or purportedly from the Cardmember or the Cardholder or the Cardmember’s authorised signatories. 19.4 Neither the acceptance or approval by DBS of any instruction or arrangement for any monthly or periodic payment of any charge of any Merchant by monthly or periodic deduction effected on any Card Account or in respect of any monthly or periodic Card Transaction nor the execution by DBS of any such deduction in respect of any month or period shall impose upon DBS any obligation to effect such deduction in respect of each and every month or period and DBS shall not be liable for any loss or damage suffered or incurred as a consequence of any failure or neglect by DBS to effect any deduction or Card Transaction in respect of any one or more month(s) or period(s). 19.5 Any and all Account Statements, notices (including notification of the PIN and of any amendments to this Agreement) or demands of DBS may be sent to the Cardmember or any Cardholder by post, facsimile transmission, electronic mail or through the Internet or any electronic medium selected by DBS to the Specified Address. Any statement, notice or demand to the Cardmember or any Cardholder so sent or despatched shall be effective and deemed to have been received by the Cardmember or Cardholder, as the case may be: 19.5.1 on the day immediately following the date of despatch, if sent by letter; or 19.5.2 immediately on despatch if sent by facsimile transmission, electronic mail or through the Internet or any electronic medium selected by DBS, notwithstanding that it is not received by the Cardmember or the Cardholder or returned undelivered. 19.6 Any Account Statement or notice relating to the use of any Card or any facilities or benefits relating to any Card or any amendment to this Agreement dispatched to the Cardmember shall be deemed to have been dispatched and received by each and every Cardholder at the time when the Cardmember receives or is deemed to have received the same. 19.7 Without prejudice to DBS’s right to serve process in any other manner permitted by law, DBS may effect personal service on the Cardmember and/ or any Cardholder of any writ, summons or other process or document by leaving it at or sending it by ordinary post to the Specified Address or the Cardmember’s and/or Cardholder’s respective address last known to DBS (whether to a post office box or to a place of residence or business or otherwise). Such process shall be deemed validly served on the Cardmember and Cardholder (as the case may be) immediately, if so left, or on the day immediately following the date of despatch, if sent by post (and the Cardmember and each Cardholder agrees that the Cardmember and Cardholder shall be deemed to have adequate and sufficient notice of such process). 19.8 DBS may at its sole discretion make available to the Cardmember or any Cardholder from time to time additional benefits, services or programmes in connection with the use of any Card. Such benefits, services or programmes shall nevertheless not form part of DBS’s legal relationship with and obligations to the Cardmember or any Cardholder and DBS may modify or withdraw any such benefits, services or programmes at any time without notice or liability to the Cardmember or any Cardholder. 19.9 Only the Cardholder shall be entitled to the prize, unless otherwise decided by DBS at its sole discretion. 19.10 The use of any Card is also subject to other terms and conditions governing the use of other facilities or benefi ts which may from time to time be made available. 19.11 Any forbearance or failure or delay by DBS in exercising any right, power or remedy shall not be deemed to be invalid a waiver or illegala partial waiver of such right, power or remedy unless such invalidity rights, powers or illegality shall remedies are specifically waived by DBS in no way affectwriting. 19.12 Where by any arrangement between any Cardmember and any financial institution (including DBS), impair any payment is to be made to DBS for the credit of any Card Account, whether at regular intervals or invalidate any other provision hereofotherwise, and such remaining provisions shall remain in full force that Card Account is terminated and effect. Time another Card Account is of the essence established with respect to any Card issued in replacement of the performance Card to which first-mentioned Card Account relates whether as a consequence of every provision loss or otherwise, that arrangement shall subsist and continue in relation to that other Card Account in substitution of the first-mentioned Card Account as from the date when the first Account Statement with respect to that other Card Account is sent to the Cardmember or when the first electronic statement is made accessible to the Cardholder through the DBS internet banking service (and/or such other channel(s) as DBS may designate from time to time by notice in writing to The Cardmember), whichever Is applicable. 19.13 This Agreement may be enforced only by DBS, the Cardmember and the Cardholders. The Contracts (Rights of Third Parties) Act (Chapter 53B) does not create or confer any right in favour of any other person in respect of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease Agreement. 19.14 This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of CaliforniaSingapore. The language in Cardmember and all parts of this Lease shall in all cases be construed as a whole according Cardholders submit to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area non-exclusive jurisdiction of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area Courts of the Project and the Premises, (iii) all measurements Republic of area contained in Singapore with respect to any claim or dispute concerning or arising from this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of Agreement or any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseCard Transaction.

Miscellaneous. Should any provision (a) If the Plans for the Work require the construction and installation of this Lease prove more fire hose cabinets or telephone/electrical closets than the number regularly provided by Landlord in the core of the Building in which the Premises are located, Tenant agrees to be invalid pay all costs and expenses arising from the construction and installation of such additional fire hose cabinets or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. telephone/electrical closets. (b) Time is of the essence with respect of this Work Letter Agreement. (c) Any person signing this Work Letter Agreement on behalf of Landlord and Tenant warrants and represents he has authority to sign and deliver this Work Letter Agreement and bind the party on behalf of which he has signed. (d) If Tenant fails to make any payment relating to the performance Work as required hereunder, Landlord, at its option, may complete the Work pursuant to the Approved Plans and continue to hold Tenant liable for the costs thereof and all other costs due to Landlord. Tenant's failure to pay any amounts owed by Tenant hereunder when due or Tenant's failure to perform its obligations hereunder shall also constitute a default under the Lease and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of every provision any amounts owed thereunder or failure by Tenant to perform its obligations thereunder. (e) Notices under this Work Letter shall be given in the same manner as under the Lease. (f) The liability of this Lease Landlord hereunder or under any amendment hereto or any instrument or document executed in which time of performance is a factor. connection herewith (including, without limitation, the Lease) shall be limited to and enforceable solely against Landlord's interest in the Building. (g) The captions used in this Lease headings set forth herein are for convenience only. (h) This Work Letter sets forth the entire agreement of Tenant and Landlord regarding the Work. This Work Letter may only be amended if in writing, duly executed by both Landlord and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease Tenant. (i) All amounts due from Tenant hereunder shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon Rent due under the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should 24.01. This Lease with its annexed Exhibits and the Agreement contain the entire agreement between Landlord and Tenant, all prior negotiations and agreements are merged into this Lease and any provision agreement hereafter made between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge or terminate or effect an abandonment of this Lease prove Lease, in whole or in part, unless such agreement shall be in writing and executed by the party to be invalid charged. 24.02. If any term, covenant, condition or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposesinvalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Lease shall not be affected thereby. This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be drafted. Each covenant, agreement, obligation or other provision of this lease on Tenant's part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease. 24.03. Nothing contained in this Lease shall, subject shall be deemed to confer upon any person other than the parties hereto and their respective successors and assigns (to the provisions regarding assignmentextent assignment is permitted pursuant to Article 9 hereof) any right or benefit, apply including any right to and bind the respective heirsinsist upon, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean or to enforce against Landlord or Tenant, as the context impliesperformance of such party's obligations hereunder. 24.04. If Tenant consists of more than one person Whenever this Lease requires an approval or entityconsent by either Landlord or Tenant, then all members of Tenant unless another standard is expressly stated, such approval or consent and any conditions imposed thereby shall be jointly reasonable and severally liable shall not be unreasonably withheld or delayed and, in exercising any right or remedy hereunder, each party shall at all times act reasonably and in good faith. Any expenditure by a party permitted or required under this Lease for which such party is entitled to demand reimbursement shall be limited to the fair market value of the goods and services involved, shall be reasonably incurred and shall be substantiated, upon request, by documentary evidence. 24.05. The submission by Landlord to Tenant of this Lease in draft form shall be deemed submission solely for Tenant's consideration and not for acceptance and execution. Such submission shall have no binding force and effect, shall not constitute an option for the leasing of the Leased Property, and shall not confer any rights or impose any obligations upon either party. The submission by Landlord of this Lease for execution by Tenant and the actual execution and delivery thereof by Tenant to Landlord shall similarly have no binding force and effect on Landlord unless and until Landlord shall have executed this Lease and a counterpart thereof shall have been delivered to Tenant and all consents required pursuant to any Superior Mortgage or Superior Lease have been received. 24.06. This Lease shall be construed bind and enforced in accordance with inure to the laws benefit of the State of Californiaparties hereto and their respective successors and permitted assigns. 24.07. The language in all parts of Tenant shall not record or file this Lease or any memorandum or other notation thereof in any public records. 24.08. Tenant shall in all cases be construed as a whole according have access to its fair meaningdriveways, parking lots, sidewalks and not strictly similar surface improvements on Landlord's immediately adjoining property for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, parking and the singular includes the plural. The terms “shall”, “will” ingress and “agree” are mandatory. The term “may” is permissive. When a party is required egress to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Leased Property, provided, that Landlord reserves the right to limit such access to the extent Landlord reasonably determines the same poses security concerns, provided further, that there shall be no material interference with Tenant's reasonable access to and Tenant agree that (i) the gross leasable area use of the Leased Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction for the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters purposes described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseSection 5.01.

Miscellaneous. Should 9.1 The Pledgor shall urge the Debtor to strictly perform its duties and obligations to the Pledgee under the Principal Contract and the legal requirements relating thereto. 9.2 If the Pledgor is involved in any provision criminal offense, litigation, arbitration or dispute, or the Collateral is seized, frozen or detained or involved in any title dispute which has adverse effect on the Pledgor’s performance of its security obligations, the Pledgor shall immediately notify the Pledgee. 9.3 Neither party hereto may change or terminate this Agreement unilaterally.Any change or termination of this Lease prove Agreement shall be agreement of the parties hereto in writing. 9.4 If the Pledgor fails to perform this Agreement due to death, loss of capacity for civil conduct, wind-up, dissolution or bankruptcy, or serious worsening of its economic conditions, it shall be invalid deemed as event of default. 9.5 Any other matters not covered hereunder are governed by the Principal Contract. 9.6 If the Pledgee assigns its all or illegalpartial rights provided under the Principal Contract to any third party, such invalidity the assignee shall have the rights of the pledge relating to the applicable creditor’s right provided under this Agreement. 9.7 The validity of each clause of this Agreement will not affect that of the remainder hereof. 9.8 If the Principal Contract is held invalid, the Pledgor shall also be liable for any debt of the Debtor arising from return of applicable assets or illegality shall in no way affect, impair or invalidate indemnity of applicable loss to the extent of the Collateral. 9.9 The document evidencing entitlement to the Collateral and any other provision hereof, and such remaining provisions legal documents related to this Agreement constitute an integral part of this Agreement. The Pledgor shall remain in full force and effect. Time is of deliver the essence with respect document evidencing entitlement to the performance of every provision pledged deposit to the Pledgee on the effective date of this Lease in which time Agreement. 9.10 The Pledgee’s failure to exercise any of performance is a factor. The captions used its rights under the Principal Contract or this Agreement, or grant of any grace, concession, exception or tolerance relating thereto, will not operate as waiver of any of its rights provided hereunder; waiver of any of its rights provided hereunder by the Pledgee, including the pledge provided in this Lease are for convenience only and Agreement, shall not be considered valid unless it is expressly made in writing. 9.11 This Agreement is made in three originals, one held by the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to Pledgor and the provisions regarding assignment, apply to and bind other two held by the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws Pledgee.All of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When originals have the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasesame effect.

Miscellaneous. Should any provision of this Lease prove (a) Borrower shall provide Lender with such corporate resolutions, financial statements and other documents as Lender shall reasonably request from time to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. time. (b) Borrower represents that the Collateral hereunder is used solely for business purposes. (c) Time is of the essence with respect to this Security Agreement. (d) Borrower acknowledges that Borrower has read this Security Agreement and the performance of every provision of Notes, understands them and agrees to be bound by their terms and further agrees that this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only Security Agreement and shall the Notes constitute the entire agreement between Lender and Borrower with respect to the subject matter hereof and supersede all previous agreements, promises, or representations. (e) This Security Agreement and the Notes may not be considered in the construction changed, altered or interpretation modified except by an instrument signed by an officer or authorized representative of Lender and Borrower. (f) Any failure of Lender to require strict performance by Borrower or any waiver by Lender of any provision hereof. Any executed copy of this Lease herein or in a Note shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases not be construed as a whole according to its fair meaning, and not strictly for consent or against either Landlord waiver of any other breach of the same or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the any other party unless a provision. (g) If any provision of this Lease expressly requires reimbursement. Landlord Security Agreement or any Note is held invalid, such invalidity shall not affect any other provisions hereof or thereof. (h) The obligations of Borrower to pay the Indebtedness and Tenant agree that perform the Obligations shall survive the expiration or earlier termination of this Security Agreement and each Note until all Obligations of Borrower to Lender have been met and all liabilities of Borrower to Lender and any assignee have been paid in full. (i) Borrower will notify Lender at least 30 days before changing its name, principal place of business or chief executive office. (j) Borrower will, at its expense, promptly execute and deliver to Lender such documents and assurances (including financing statements) and take such further action as Lender may reasonably request in order to carry out the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions intent of this LeaseSecurity Agreement and Lender's rights and remedies.

Miscellaneous. 9.01 This Agreement shall be binding upon Provider and its successors and assigns; provided, however, that Provider may not assign any rights nor delegate any duties under this Agreement without prior written consent to CAC. 9.02 The Provider agrees and acknowledges that CAC may assign its interests in this Agreement. 9.03 This Agreement may not be amended, modified, or terminated orally, and no amendment, modification, termination, or attempted waiver shall be valid unless in writing signed by the CAC and the provider. 9.04 Should any provision of this Lease prove Agreement be held invalid, illegal, or unenforceable, for any reason whatsoever, the remaining terms and provisions of this Agreement shall not be affected and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, valid and such remaining provisions shall remain in full force and effect. Time is of the essence with respect enforceable to the fullest extent permitted by law. 9.05 The failure at any time by CAC to require strict performance of every any provision of this Lease in which time Agreement shall not constitute a waiver by CAC of such provision, even if CAC knows the nature of the performance is a factor. The captions used and fails to object to it. 9.06 Nothing expressed or implied in this Lease Agreement is intended to confer, nor shall anything herein confer, upon any person other than CAC and Provider and their successors and permitted assigns, any rights, remedies, obligations, or liabilities whatsoever. 9.07 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, memoranda of understanding, negotiations and discussions, whether oral or written. There are for convenience only and shall not be considered in no representations, warranties, covenants, collateral agreements or conditions between the construction or interpretation of any provision hereof. Any executed copy parties respecting the subject matter of this Lease Agreement (whether written or oral, express or implied, statutory or otherwise) except as specifically set out in writing herein. 9.08 This Agreement, and any controversy or dispute arising under or in relation to this Agreement, shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State Province of CaliforniaAlberta and the Provider and CAC agree to submit and attorn to the jurisdiction of the Courts of the Province of Alberta. The language However, this obligation in all parts no way limits from the obligation provided in paragraph 7 of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasedocument.

Miscellaneous. Should 17.1 Insurance and Waiver of Liability The Licensee will bear the cost, throughout the term of the License, for a comprehensive general liability insurance covering injury to or death of any provision person(s) while working in DMRC premises, including death or injury caused by the sole negligence of this Lease prove the Licensee or the Licensee’s failure to be invalid perform its obligations under the agreement. The Licensee shall submit to DMRC, suitable evidence that the foregoing policy or illegal, such invalidity or illegality shall policies are in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is In the event of the essence default i.e. avoiding the insurance cover, the Licensee agrees and undertakes to indemnify and hold DMRC harmless against any liability, losses, damages, claims, expenses suffered by DMRC because of such default by the Licensee. 17.2 The Licensee shall comply with respect all the provisions of Labor Laws & regulation in force including but not limited to the performance Contract Labor (Regulation & Abolition) Act-1976 including any subsequent amendment thereof and the rules made there under. Licensee will indemnify DMRC Administration for any loss and damages suffered due to violation of every provision its provision. 17.3 The Licensee shall comply with the laws of land including Delhi Pollution Control Board guidelines regarding advertisement/display. DMRC will not be held liable for any change/modification in the laws that adversely affect this Lease in which time of performance is a factorAgreement. The captions used Licensee shall have no right / claim in this Lease are regard, whatsoever the reason may be. 17.4 No political advertisement shall be displayed/pasted at the space provided for convenience the commercial advertisement during the period of Model Co de of Conduct. If there is any political advertisement in the provided space, the same shall be removed immediately on enforcement of the Model Code of Conduct. 17.5 The Licensee will not ask for any claim or seek any compensation from DMRC if advertisement at any advertisement spaces inside any station is not permitted due to court order/local laws/civil authorities. 17.6 The Licensee hereby indemnifies DMRC against any loss, damage or liabilities arising as a result of any act of omission or commission on part of Licensee or on part of its personnel or in respect of non-observance of any statutory requirements or legal dues of any nature. 17.7 The Licensee hereby agrees that DMRC shall have no responsibility as regards Licensee employees and the employees shall be the employees of Licensee only and shall not be considered construed under any circumstances as employees of DMRC. Licensee hereby indemnifies DMRC against the claims made by Licensee's employees against DMRC. 17.8 The Licensee hereby undertakes to discharge all statutory obligations and liabilities in connection with employment of its personnel in the construction or interpretation said premises. Licensee hereby indemnifies DMRC against any liability arising in connection with the employment of any provision hereofits personnel in the said premises by Licensee. Any executed Licensee hereby undertakes to carry out police verification of its employees and submit the copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject same to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns Property Business Wing of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced DMRC in accordance with DMRC’s policies regulations prevalent at that time. 17.9 That no tenancy/sub-tenancy is being created by DMRC in favor of Licensee under or in pursuance of this Agreement and it is distinctly & clearly understood, agreed & declared by and between the laws parties hereto that: - a) That the Licensee shall not have or claim any interest in the said premises as a tenant/ sub-tenant or otherwise: b) That no right as a tenant/sub-tenant or otherwise is purported or intended to be created or transferred by DMRC in favor of Licensee in or in respect of the State said premises, except to carry out their activities over the granted space under this License Agreement; and c) That the rights, which Licensee shall have in relation to the said premises, are only those set out in this Agreement. 17.10 The relationship between DMRC and Licensee under and/or in pursuance of Californiathis Agreement is as between Principal and Principal. Consequently, neither party shall be entitled to represent the other and/or make any commitment on behalf of and /or with traders or any other party. Furthermore, no relationship in the nature of Partnership or Association of persons is hereby being created or intended to be created between DMRC on the one hand and Licensee on the other hand in connection with and/or relating to business to be operated by Licensee at the said premises. 17.11 Licensee shall bear all salaries, wages, bonuses, payroll taxes or accruals including gratuity, superannuating, pension and provident fund contributions, contributions to worker’s compensations funds and employees state insurance and other taxes and charges and all fringe and employee benefits including statutory contributions in respect of such personnel employed/deployed by the Licensee and these personnel shall at no point of time be construed to be employees of DMRC and the Licensee shall be solely responsible for compliance with all labor laws which shall include all liabilities of the Provident Fund Act, ESI Act, Workmen’s compensation Act, Minimum Wages Act and other Labor Welfare Act in respect of its personnel. The language Licensee shall indemnify DMRC from any claims that may arise in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer connection with Tenant by reason of the provisions of this Leaseabove.

Miscellaneous. Should any provision 19.01 This Licence will inure to the benefit of, and be binding on, the parties and their respective heirs, executors, successors and permitted assigns. 19.02 The laws of British Columbia will govern the interpretation of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, Licence and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision the Parties' obligations under this Licence. 19.03 Any power conferred or duty imposed on a Ministry employee referred to in this Licence may be exercised or fulfilled by another Ministry employee designated or authorized to do so by the Minister, the Chief Forester, the Regional Manager, or the District Manager, as appropriate. 19.04 The Schedules to this Licence are deemed to be part of this Lease in which time of performance is a factor. The captions used Licence. 19.05 Nothing in this Lease are for convenience only and shall not be considered in the construction Licence or interpretation of any provision hereof. Any executed copy of a cutting permit issued under this Lease shall be deemed an original for all purposes. This Lease shall, subject Licence is to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according authorizing the Licensee to its fair meaningengage in any activities or carry out any operations otherwise than in compliance with the requirements of the forestry legislation. 19.06 Subject to this Licence and all applicable legislation, and including but not strictly for or against either Landlord or Tenant. When restricted to the context of this Lease requiresforestry legislation, the neuter gender includes Minister will ensure that the masculineobligations under this Licence of the Ministry employees referred to in this Licence are fulfilled. 19.07 The Licensee must: (a) comply with the forestry legislation; and (b) ensure that its employees, agents and contractors comply with the forestry legislation when engaging in or carrying out activities or operations under or associated with the Licence. 19.08 Nothing in this Licence entitles the Licensee to have an area of Schedule “A” Land subject to a timber licence or Schedule “B” Land, to be replaced with another area, or to have rights awarded under another agreement under the Forest Act, in the event: (a) timber is damaged or destroyed by pests, fire, wind or other natural causes; (b) an area of land is deleted from the licence area under the forestry legislation, or under any other Act or regulation; or (c) this Licence expires, is surrendered, is cancelled or otherwise terminated. 19.09 At the request of the Regional Manager or District Manager, the feminine, a partnership Licensee will survey and define on the ground any or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area all boundaries of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaselicence area.

Miscellaneous. Should any provision of a. Provided Sublessee shall timely pay all Rent and all other charges under this Lease prove Sublease when due, Sublessor shall pay, when due, all base rent and other charges payable by Sublessor to be invalid or illegal, such invalidity or illegality Landlord under the Lease. b. Sublessor shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain at all times keep in full force and effecteffect all insurance required of Sublessor under the Lease, unless that requirement is waived in writing by Landlord. Time is Sublessee will be required to obtain all of the essence with respect types and levels of insurance required pursuant to Section 8 of the Lease applicable to the performance Subleased Premises and to provide Sublessor and Landlord proof of every provision such insurance prior to occupancy of this the Subleased Premises, and the waiver of subrogation contained in Section 8.6 of the Lease shall apply in favor of both Sublessor and Landlord. c. Sublessor covenants that it will not suffer to be done or omit to do any act which time it is obligated to perform which may result in a violation of performance is or a factordefault under its obligations under the Lease. The captions used Sublessor further covenants and agrees to indemnify Sublessee against and hold Sublessee harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublessor’s breach of the foregoing sentence. Except as otherwise expressly provided in this Lease are for convenience only Sublease, Sublessee shall perform all affirmative covenants and shall not be considered refrain from performing any act that is prohibited by the negative covenants of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the construction or interpretation of any provision hereofSubleased Premises. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to Sublessee covenants that it will occupy the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced Subleased Premises in accordance with the laws terms of the State of California. The language in all parts of this Lease shall in all cases as incorporated herein and will not suffer to be construed as a whole according to its fair meaning, and not strictly for done or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required omit to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not act which may result in a change in violation of or a default under any of the computations terms and conditions of rent, improvement allowancesthe Lease, or other matters described in render Sublessor liable for any damage, charge or expense thereunder. Sublessee further covenants and agrees to indemnify Sublessor against and hold Sublessor harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublessee’s failure to perform or observe any of the terms and conditions of the Lease or this Lease where area is a factor. Where a party hereto is obligated not Sublease. d. Sublessor shall have no duty to perform any act, such party is also obligated obligations of Landlord under the Lease and Sublessee acknowledges and agrees that Sublessee will look solely to restrain any others within its control from performing said act, including the Agents Landlord for performance of such partyobligations. Landlord Sublessor shall not become have no responsibility for or be deemed a partner liable to Sublessee for any default, failure, or a joint venturer with Tenant delay on the part of Landlord in the performance or observance by reason Landlord of any of its obligations under the Lease, nor shall any default by Landlord affect this Sublease or waive or defer the performance of any of Sublessee’s obligations under this Sublease except as may be expressly permitted by the terms of the provisions Lease. Notwithstanding the foregoing, the parties contemplate that Landlord will perform its obligations under the Lease and in the event of this Leaseany default or failure of performance by. Landlord, Sublessor agrees that it will, upon notice from Sublessee, request Landlord to perform its obligations under the Lease and use commercially reasonable efforts to ensure that Landlord performs such obligations.

Miscellaneous. Should any provision of a. Provided Sublessee shall timely pay all Rent and all other charges under this Lease prove Sublease when due, Sublessor shall pay, when due, all base rent and other charges payable by Sublessor to be invalid or illegal, such invalidity or illegality Landlord under the Lease. b. Sublessor shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain at all times keep in full force and effecteffect all insurance required of Sublessor under the Lease, unless that requirement is waived in writing by Landlord. Time is Sublessee will be required to obtain all of the essence with respect types and levels of insurance required pursuant to Section 8 of the Lease applicable to the performance Subleased Premises and to provide Sublessor and Landlord proof of every provision such insurance prior to occupancy of this the Subleased Premises, and the waiver of subrogation contained in Section 8.6 of the Lease shall apply in favor of both Sublessor and Landlord. c. Sublessor covenants that it will not suffer to be done or omit to do any act which time it is obligated to perform which may result in a violation of performance is or a factordefault under its obligations under the Lease. The captions used Sublessor further covenants and agrees to indemnify Sublessee against and hold Sublessee harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublessor’s breach of the foregoing sentence. Except as otherwise expressly provided in this Lease are for convenience only Sublease, Sublessee shall perform all affirmative covenants and shall not be considered refrain from performing any act that is prohibited by the negative covenants of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the construction or interpretation of any provision hereofSubleased Premises. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to Sublessee covenants that it will occupy the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced Subleased Premises in accordance with the laws terms of the State of California. The language in all parts of this Lease shall in all cases as incorporated herein and will not suffer to be construed as a whole according to its fair meaning, and not strictly for done or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required omit to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not act which may result in a change in violation of or a default under any of the computations terms and conditions of rent, improvement allowancesthe Lease, or other matters described in render Sublessor liable for any damage, charge or expense thereunder. Sublessee further covenants and agrees to indemnify Sublessor against and hold Sublessor harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublessee’s failure to perform or observe any of the terms and conditions of the Lease or this Lease where area is a factor. Where a party hereto is obligated not Sublease. d. Sublessor shall have no duty to perform any act, such party is also obligated obligations of Landlord under the Lease and Sublessee acknowledges and agrees that Sublessee will look solely to restrain any others within its control from performing said act, including the Agents Landlord for performance of such partyobligations. Landlord Sublessor shall not become have no responsibility for or be deemed a partner liable to Sublessee for any default, failure, or a joint venturer with Tenant delay on the part of Landlord in the performance or observance by reason Landlord of any of its obligations under the Lease, nor shall any default by Landlord affect this Sublease or waive or defer the performance of any of Sublessee’s obligations under this Sublease except as may be expressly permitted by the terms of the provisions Lease. Notwithstanding the foregoing, the parties contemplate that Landlord will perform its obligations under the Lease and in the event of this Leaseany default or failure of performance by Landlord, Sublessor agrees that it will, upon notice from Sublessee, request Landlord to perform its obligations under the Lease and use commercially reasonable efforts to ensure that Landlord performs such obligations.

Miscellaneous. Should 17.1 This Agreement contains the entire understanding of the parties hereto with respect to the employment of Executive by Company during the term hereof, and the provisions hereof may not be altered, amended, waived, terminated or discharged in any way whatsoever except by subsequent written agreement executed by the party charged therewith. This Agreement supersedes all prior employment agreements, understandings and arrangements between Executive and Company pertaining to the terms of the employment of Executive. A waiver by either of the parties of any of the terms or conditions of this Agreement, or of any breach hereof, shall not be deemed a waiver of such terms or conditions for the future or of any other term or condition hereof, or of any subsequent breach hereof. 17.2 The provisions of this Agreement are severable, and if any provision of this Lease prove to be invalid Agreement is invalid, void, inoperative or illegalunenforceable, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions the balance of the Agreement shall remain in full force effect, and effectif any provision is inapplicable to any circumstance, it shall nevertheless remain applicable to all other circumstances. 17.3 Company shall have the right to deduct and withhold from Executive's compensation the amounts required to be deducted and withheld pursuant to any present or future law concerning the withholding of income taxes. Time In the event that Company makes any payments or incurs any charges for Executive's account or Executive incurs any personal charges with Company, Company shall have the right and Executive hereby authorizes Company to recoup such payments or charges by deducting and withholding the aggregate amount thereof from any compensation otherwise payable to Executive hereunder. 17.4 Executive represents that he is of under no disability, restriction or prohibition from entering this Agreement or performing the essence services required hereunder; and also that he has been represented and advised by independent legal counsel in connection with respect to the performance of every provision negotiation, preparation and execution of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. Agreement. 17.5 This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease Agreement shall be construed and enforced in accordance with interpreted under the laws of the State of California. New York applicable to contracts executed and to be performed entirely therein. 17.6 The language captions and section headings in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and Agreement are not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area part of the Premises includes provisions hereof, are merely for the purpose of reference and shall have no force or effect for any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said actpurpose whatsoever, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason construction of the provisions of this LeaseAgreement. 17.7 To the extent any provision of this Agreement contemplates action after termination hereof or creates a cause of action or claim on which action may be brought by either party, such provision, cause of action or claim shall survive termination of Executive's employment or termination of this Agreement. 17.8 Executive may neither assign his rights nor delegate his duties under this Agreement; provided, however, that notwithstanding the foregoing this Agreement shall inure to the benefit of Executive's legal representatives, executors administrators or successors and to the successors or assigns of Company.

Miscellaneous. Should Section 11.1 As used in this Agreement (including the recitals herein), capitalized terms shall have the meanings assigned to them (such meanings to be equally applicable to both the singular and plural forms of the terms defined or to the feminine, masculine or neuter gender, as the case may be), unless the context otherwise requires. Section 11.2 This Agreement is not intended to create and shall not be interpreted as creating an association, corporation, partnership or joint venture of any kind; it is intended to create an investment trust within the meaning of Treasury Regulation Section 301.7701-4(c)(i), to be governed and construed in all respects as a trust without transferable interests; any ambiguities in this Agreement shall be resolved, and any income tax reporting obligations of the Trust and the Beneficiaries shall be fulfilled, in a manner consistent with such treatment. Section 11.3 Leucadia shall not have or incur any obligation or liability to any other person on account of any act or failure to act by the Trustee or any other person. Section 11.4 The Trustee shall not assume any liability or incur any obligation or liability to any other person in connection with the transfer by Leucadia to the Trustee of the Trust Property, and no delegation of duty of performance to the Trustee or assumption of liabilities of Leucadia by the Trustee is intended hereby except as expressly set forth in Section 1.1 of this Trust Agreement. Section 11.5 As promptly as practicable after the date hereof, Leucadia shall certify to the Trustee the names of the Beneficiaries and the amount of beneficial interests in the Trust held by each such Beneficiary. Leucadia shall indemnify, defend and hold the Trustee harmless against claims of any nature whatsoever with respect to Leucadia's determination of a Beneficiary's share of beneficial interests in the Trust. Section 11.6 This Trust Agreement may be amended from time to time by the Trustee and Leucadia, without the consent of any holders of beneficial interests in the Trust, but only (i) to cure any ambiguity, correct or supplement any provision of this Lease prove to herein which may be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate inconsistent with any other provision hereofherein, and such remaining or to make any other provisions shall remain in full force and effect. Time is of the essence with respect to matters or questions arising under this Trust Agreement not inconsistent with the performance of every provision other provisions of this Lease Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times or to ensure that the Trust will not be required to register as an "investment company" under the 1940 Act, or be classified as other than a grantor trust for United States federal income tax purposes; provided, however, that in the case of clause (i), such action shall not adversely affect in any material respect the interests of any holder of a beneficial interest in the Trust. In all other cases, this Trust Agreement may be amended with the approval of holders of a majority of beneficial interests in the Trust, except with respect to changes to the definition of Trust Property, which time shall require a favorable vote of performance is a factorall Beneficiaries. The captions used Any amendments to this Trust Agreement shall become effective upon execution by the Trustee and Leucadia and notice thereof shall be given to the Beneficiaries. Section 11.7 Except as provided herein, the obligations, duties and/or rights of the Trustee under this Agreement shall not be assignable, voluntarily, involuntarily or by operation of law, and any such assignment shall be void. All covenants and agreements contained herein shall be binding upon and are personal to the Trustee and shall inure to the benefit of the Trustee and any Successor Trustee in the same manner. Section 11.8 This Agreement, together with the related instruments expressly referred to herein, constitutes the entire agreement of the parties, and all such agreements shall be construed as integrated and complimentary of each other. Section 11.9 Article headings in this Lease Agreement are included for convenience of reference only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy constitute a part of this Lease shall be deemed an original Agreement for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the any other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasepurpose.

Miscellaneous. Should any provision provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” The term "party" shall mean Landlord or Tenant, Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Notwithstanding any inconsistent language contained in any other document, this Lease is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. This Lease shall be construed and enforced in accordance with the laws Laws of the State of Californiain which the Leased Premises are located. The language captions in all parts of this Lease are for convenience only and shall in all cases not be construed as a whole according to its fair meaning, and not strictly for in the construction or against either Landlord or Tenantinterpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms “"must," "shall”, “," "will” ," and “"agree” " are mandatory. The term “"may” " is permissive. The term "governmental agency" or "governmental authority" or similar terms shall include, without limitation, all federal, state, city, local and other governmental and quasi-governmental agencies, authorities, bodies, boards, etc., and any party or parties having enforcement rights under any Private Restrictions. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a specific provision of this Lease expressly requires reimbursementis made therefor. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity shall both be deemed to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in have drafted this Lease, and (iv) any such subsequent determination the rule of construction that a document is to be construed against the area is more or less than shown in this Lease drafting party shall not result be employed in a change in any the construction or interpretation of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factorLease. Where a party hereto Tenant is obligated not to perform any act or is not permitted to perform any act, such party Tenant is also obligated to restrain any others reasonably within its control control, including agents, invitees, contractors, subcontractors and employees, from performing said such act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease. This Lease may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument.

Miscellaneous. Should any provision (a) The Performance Shares granted pursuant to this Agreement are granted subject to the terms and conditions set forth in the Plan, a copy of this Lease prove which has been delivered to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, the Grantee. All terms and such remaining provisions shall remain in full force and effect. Time is conditions of the essence with respect Plan, as may be amended from time to the performance of every provision of time, are hereby incorporated into this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only Agreement by reference and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed to be a part of this Agreement, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Corporation) are otherwise set forth in this Agreement. In the event that there is any inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern. (b) All decisions and interpretations made by the Board or its designee with regard to any question arising under the Plan or this Agreement shall be binding and conclusive on the Grantee, the Grantee’s estate, executor, administrator, beneficiaries, personal representative and guardian and the Corporation and its successors and assigns. (c) The grant of the Performance Shares is discretionary and no provision in this Agreement shall be considered to be an original for all purposes. employment contract or a part of the Grantee’s terms and conditions of employment, nor shall any provision be construed to confer upon the Grantee the right to be employed or be retained in the employ by the Corporation or any Subsidiary, or to interfere in any way with the right and authority of the Corporation or any Subsidiary either to increase or decrease the compensation of the Grantee at any time, or to terminate any employment or other relationship between the Grantee and the Corporation or any Subsidiary. (d) This Lease shallAgreement, subject and the terms and conditions of the Plan, shall bind, and inure to the provisions regarding assignmentbenefit of the Grantee, apply to the Grantee’s estate, executor, administrator, beneficiaries, personal representative and bind guardian and the respective heirs, successors, executors, administrators Corporation and assigns of Landlord its successors and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant assigns. (e) This Agreement shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with governed by the laws of the State of CaliforniaDelaware (but not including the choice of law rules thereof). (f) Any action relating to or arising out of this Agreement shall be brought only in a court of competent jurisdiction located in Delaware or Florida and the parties expressly consent to such venue. The language parties consent to the personal jurisdiction of the courts located in all parts of Delaware or Florida over them. (g) Any amendment to the Plan shall be deemed to be an amendment to this Lease shall in all cases be construed as a whole according Agreement to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, extent that the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the pluralamendment is applicable hereto. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision conditions of this Lease expressly requires reimbursementAgreement may not be modified, amended or waived, except by an instrument in writing signed by a duly authorized executive officer at the Corporation. Landlord Notwithstanding the foregoing, no amendment shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent; provided, however, that the Corporation unilaterally may waive any provision hereof in writing to the extent that such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. (h) Any notice hereunder by the Grantee to the Corporation shall be in writing and Tenant agree that shall be deemed duly given (i) if mailed or delivered to the gross leasable area Corporation at its principal office, addressed to the attention of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areasStock Plan Administration, (ii) each has had an opportunity if electronically delivered to determine to its satisfaction the actual area of the Project and the Premisese-mail address, if any, for Stock Plan Administration or (iii) all measurements of area contained if so mailed, delivered or electronically delivered to such other address or e-mail address as the Corporation may hereafter designate by notice to the Grantee. Any notice hereunder by the Corporation to the Grantee shall be in this Lease are conclusively agreed to be correct writing and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner duly given (i) if mailed or a joint venturer with Tenant delivered to the Grantee at Grantee’s address listed in the Corporation’s records, (ii) if electronically delivered to the e-mail address, if any, for Grantee listed in the Corporation’s records or (iii) if so mailed, delivered or electronically delivered to such other address or e-mail address as the Grantee may hereafter designate by reason written notice given to the Corporation. (i) If one or more of the provisions of this LeaseAgreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. (j) This Agreement, the Plan, any Change-in-Control Employment Agreement between the Corporation and the Grantee, and, in the case of the Corporation’s Chief Executive Officer only, the Amended and Restated Employment Agreement entered into effective as January 7, 2016, together constitute the entire agreement and supersedes all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. (k) In the event that it is determined that the Grantee was not eligible to receive this award of Performance Shares, the award of Performance Shares and this Agreement shall be null and void and of no further effect. (l) This Agreement will be deemed to be signed by the Corporation and Grantee upon Grantee’s acceptance of the Notice of Grant of Award attached as Schedule A.

Miscellaneous. Should The rights and obligations set forth in this License Agreement shall apply to any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force all successors and effect. Time is permitted assigns of the essence with respect to Parties hereto. This License Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by either party of any of the performance of every provision of this Lease provisions hereof will be effective unless explicitly set forth in which time of performance is a factorwriting and signed by the waiving party. The captions used Except as otherwise set forth in this Lease are for convenience only and shall not be considered License Agreement, no failure to exercise, or delay in the construction exercising, any rights, remedy, power, or interpretation of any provision hereof. Any executed copy of privilege arising from this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord License Agreement will operate or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaningwaiver thereof; nor will any single or partial exercise of any right, and not strictly for remedy, power, or against either Landlord privilege hereunder preclude any other or Tenantfurther exercise thereof or the exercise of any other right, remedy, power, or privilege. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership If any term or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursementLicense Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this License Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Landlord and Tenant agree Upon a determination that (i) any term or other provision is invalid, illegal, or unenforceable, the gross leasable area parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the Premises includes any atriumsparties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law. Licensee acknowledges that a breach by Licensee of this License Agreement may cause Licensor irreparable harm, depressed loading docksfor which an award of damages would not be adequate compensation and agrees that, covered entrances in the event of such a breach or egressesthreatened breach, Licensor will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and covered loading areasany other relief that may be available from any court, (ii) each has had an opportunity and Licensee hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to determine be exclusive but are be in addition to its satisfaction the actual area of the Project and the Premisesall other remedies available under this License Agreement at law or in equity, (iii) all measurements of area contained subject to any express exclusions or limitations in this Lease are conclusively agreed License Agreement to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasecontrary.

Miscellaneous. Should A. If Tenant is a lessee, licensee or otherwise an occupant of other space in the Building or Project, any provision Material Default by Tenant under such lease will constitute a default hereunder. B. Submission of this Lease prove to Tenant does not constitute an offer, and this Lease becomes effective only upon execution and delivery by both Landlord and Tenant. C. If Tenant, with Landlord’s consent, occupies the Premises or any part thereof prior to the beginning of the Lease Term, all provisions of this Lease will be in full force and effect commencing upon such occupancy, except that Base Rent and Overhead Rent will be paid by Tenant commencing on the Rent Commencement Date. D. Each party represents and warrants that it has not dealt with any agent or broker in connection with this transaction except for the agents or brokers specifically set forth in the BLI Rider which Landlord shall be solely responsible to pay. If either party’s representation and warranty proves to be invalid or illegaluntrue, such invalidity party will indemnify the other party against all resulting liabilities, costs, expenses, claims, demands and causes of action, including reasonable attorneys’ fees and costs through all appellate actions and proceedings if any. The foregoing will survive the end of the Lease Term. E. Neither this Lease nor any Memorandum of this Lease shall be recorded in the public records by Tenant or illegality its agents. F. Nothing contained in this Lease shall in no way affectbe deemed by the parties hereto or by any third party to create the relationship of principal and agent, impair partnership, joint venturer or invalidate any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any other provision provisions contained in this Lease nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. G. This Lease does not create, nor will Tenant have, any express or implied easement for or other rights to air, light or view over or about the Project, Building, Garage or any part thereof. H. Landlord reserves the right to use, install, monitor, and repair pipes, ducts and conduits within the walls, columns, and ceilings of the Premises. I. Any acts to be performed by Landlord under or in connection with this Lease may be delegated by Landlord to its managing agent or other authorized person or firm. J. It is acknowledged that each of the parties hereto has been fully represented by legal counsel and that each of such legal counsel has contributed substantially to the content of this Lease. K. If more than one person or entity is named herein as Tenant, their liability hereunder will be joint and several. In case Tenant is a corporation, Tenant (a) represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding agreement of Tenant in accordance with the terms hereof, and (b) Tenant shall deliver to Landlord or its agent, concurrently with the delivery of this Lease, executed by Tenant, certified resolutions of the board of directors (and shareholders, if required) authorizing Tenant’s execution and delivery of this Lease and the performance of Tenant’s obligations hereunder. In case Tenant is a partnership, Tenant represents and warrants that all of the persons who are general or managing partners in said partnership have executed this Lease on behalf of Tenant, or that this Lease has been executed and delivered pursuant to and in conformity with a valid and effective authorization therefor by all of the general or managing partners of such remaining partnership, and is and constitutes the valid and binding agreement of the partnership every partner therein in accordance with its terms. It is agreed that each and every present and future partner in Tenant shall be and remain at all times jointly and severally liable hereunder and that neither the death, resignation or withdrawal of any partner, nor the subsequent modification or waiver of any of the terms and provisions of this Lease, shall release the liability of such partner under the terms of this Lease unless and until Landlord shall have consented in writing to such release. L. Landlord has made no inquiries about and makes no representations (express or implied) concerning whether Tenant’s proposed use of the Premises is permitted under applicable law, including applicable zoning law; should Tenant’s proposed use be prohibited, Tenant shall be obligated to comply with applicable law and this Lease shall nevertheless remain in full force and effect. Time is . M. Tenant agrees to pay, before delinquency, all taxes assessed during the Lease Term upon (i) all personal property, trade fixtures, and improvements located in or upon the Premises and (ii) any sales tax or other impositions of the essence with respect to State of Florida or the performance applicable municipality of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered Tenant’s interest in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shallPremises. N. Tenant and Landlord represent and warrant as follows: (1) Tenant and Landlord are duly organized, subject to the provisions regarding assignmentvalidly existing, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with good standing under the laws of the State in which they were formed and are duly qualified to transact business in the State in which the Premises are located. (2) Tenant and Landlord have full power to execute, deliver, and perform their obligations under this Lease. (3) The execution and delivery of Californiathis Lease, and the performance by Tenant of its obligations under this Lease, have been duly authorized by all necessary action of Tenant, and do not contravene or conflict with any provisions of Tenant’s Articles of Incorporation or Bylaws, if Tenant is a corporation, or Tenant’s Partnership Agreement, if Tenant is a partnership, or any other agreement binding on Tenant. (4) The execution and delivery of this Lease, and the performance by Landlord of its obligations under this Lease, have been duly authorized by all necessary action of Landlord, and do not contravene or conflict with any provisions of Landlord’s Articles of Incorporation or Bylaws, if Landlord is a corporation, or Landlord’s Partnership Agreement, if Landlord is a partnership, or any other agreement binding on Tenant. Landlord further represents that no approval or consent is required from any mortgagee or any other party with an interest in the Building, Premises or Lease. (5) The language in all parts individual executing this Lease on behalf of Tenant and/or Landlord has full authority to do so. (6) If Tenant is a corporation, the scroll seal set forth immediately below the signature of the individual executing this Lease on Tenant’s behalf has been adopted by the corporation as its seal for the purpose of execution of this Lease shall and the scroll seal has been affixed to this Lease as the seal of the corporation and not as the personal or private seal of the officer executing this Lease on behalf of the corporation. (7) Tenant’s financial statements and the information describing Tenants’ business and background previously furnished to Landlord were at the time given true and correct in all cases be construed as a whole according material respects and there have been no adverse material changes to its fair meaning, and not strictly for or against the information subsequent to the date given. O. If either Landlord or Tenant. When Tenant commences, engages in, or threatens to commence or engage in any suit, action, or other proceeding, including arbitration or bankruptcy, against the context other party arising out of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required in any manner relating to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that Premises, or the Building (including (i) the gross leasable area enforcement or interpretation of the Premises includes any atriumseither party’s rights or obligations under this Lease whether in contract, depressed loading dockstort, covered entrances or egressesboth, and covered loading areas, or (ii) each has had an opportunity the declaration of any rights or obligations under this Lease) the prevailing party, as determined by the court or arbitrator, shall be entitled to determine recover from the losing party reasonable attorneys’ fees and disbursements (including disbursements that would not otherwise be taxable as costs in the proceeding). In addition, if Landlord becomes a party to its satisfaction any suit or proceeding arising from Tenant’s conduct and affecting the actual area Premises or involving this Lease or Tenant’s interest under this Lease, other than a suit between Landlord and Tenant, or if Landlord engages counsel to collect any of the Project amounts owed under this Lease, or to enforce performance of any of the agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then the costs, expenses, and reasonable attorneys’ fees and disbursements incurred by Landlord shall be paid to Landlord by Tenant. Further, if Tenant becomes a party to any suit or proceeding affecting the PremisesPremises or involving this Lease or Landlord’s interest under this Lease, (iii) all measurements other than a suit between Tenant and Landlord, or if Tenant engages counsel to collect any of area contained the amounts owed under this Lease, or to enforce performance of any of the agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then the costs, expenses, and reasonable attorneys’ fees and disbursements incurred by Tenant shall be paid to Tenant by Landlord. All references in this Lease are conclusively agreed to attorneys’ fees shall be correct and binding upon the partiesdeemed to include all legal assistants’, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Leaseparalegals’, and (iv) any such subsequent determination that the area is more or less than shown law clerks’ fees and shall include all fees incurred through all post-judgment and appellate levels and in this Lease shall not result in a change in any of the computations of rentconnection with collection, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasearbitration and bankruptcy proceedings.

Miscellaneous. Should any provision a. This Lease shall be binding upon and inure to the benefit of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofthe successors and assigns of Landlord, and such remaining provisions shall remain in full force be binding upon and effect. Time is of the essence with respect inure to the performance benefit of every provision Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns. b. All rights and remedies of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only Landlord and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of Tenant under this Lease shall be deemed an original for all purposescumulative and none shall exclude any other rights or remedies allowed by law. This Lease shallis declared to be a Tennessee contract, subject to and all of the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease terms hereof shall be construed and enforced in accordance with according to the laws of the State of CaliforniaTennessee. c. This Lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. d. If Tenant is a corporation, partnership, limited liability company or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors, partners or members) for the execution, delivery and performance of this Lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. e. To the extent permitted by applicable law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of landlord and tenant, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage. The language In the event Landlord commences any proceedings for nonpayment of rent or any other amounts payable hereunder, Tenant shall not interpose any counterclaim of whatever nature or description in all parts any such proceeding, unless the failure to raise the same would constitute a waiver thereof. This shall not, however, be construed as a waiver of Tenant’s right to assert such claims in any separate action brought by Tenant. f. If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall in all cases be construed as a whole according valid and shall be enforceable to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” extent permitted by law. g. Time is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected essence in this Lease. h. Tenant represents and warrants to Landlord that Tenant did not deal with any broker in connection with this Lease. Tenant shall indemnify, defend and hold Landlord harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (ivincluding, without limitation, court costs, reasonable attorneys’ fees and litigation expenses) arising from any claims or demands of any other broker or brokers or finders for any commission alleged to be due such subsequent determination that other broker or brokers or finders claiming to have dealt with Tenant in connection with this Lease or with whom Tenant hereafter deals or whom Tenant employs. i. If Tenant comprises more than one person, corporation, partnership, limited liability company or other entity, the area is more liability hereunder of all such persons, corporations, partnerships or less than shown other entities shall be joint and several. j. Landlord’s receipt of any monetary amount due hereunder (including Base Rental and Additional Rental) payable by Tenant hereunder with knowledge of the breach of a covenant or agreement contained in this Lease shall not result be deemed a waiver of the breach. No acceptance by Landlord of a lesser amount than the full and complete installment of monetary amount due under this Lease (including Base Rental and Additional Rental) which is due shall be considered, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed, an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy provided in this Lease. k. Submission of this instrument for examination shall not constitute a change reservation of or option to lease the Premises or in any manner bind Landlord, and no lease or obligation on Landlord shall arise until this instrument is signed and delivered by Landlord and Tenant. l. Any claim, cause of action, liability or obligation arising under the computations term of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where and under the provisions hereof in favor of a party hereto is obligated not to perform against or obligating the other party hereto and all of Tenant’s indemnification obligations hereunder shall survive the expiration or any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions earlier termination of this Lease.

Miscellaneous. Should any provision 19.01 This Licence will inure to the benefit of, and be binding on, the parties and their respective heirs, executors, successors and permitted assigns. 19.02 The laws of British Columbia will govern the interpretation of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, Licence and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision the Parties' obligations under this Licence. 19.03 Any power conferred or duty imposed on a Ministry employee referred to in this Licence may be exercised or fulfilled by another Ministry employee designated or authorized to do so by the Minister, the Chief Forester, the Regional Manager, or the District Manager, as appropriate. 19.04 The Schedules to this Licence are deemed to be part of this Lease in which time of performance is a factor. The captions used Licence. 19.05 Nothing in this Lease are for convenience only and shall not be considered in the construction Licence or interpretation of any provision hereof. Any executed copy of a cutting permit issued under this Lease shall be deemed an original for all purposes. This Lease shall, subject Licence is to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according authorizing the Licensee to its fair meaningengage in any activities or carry out any operations otherwise than in compliance with the requirements of the forestry legislation. 19.06 Subject to this Licence and all applicable legislation, and including but not strictly for or against either Landlord or Tenant. When restricted to the context of this Lease requiresforestry legislation, the neuter gender includes Minister will ensure that the masculineobligations under this Licence of the Ministry employees referred to in this Licence are fulfilled. 19.07 The Licensee must: (a) comply with the forestry legislation; and (b) ensure that its employees, agents and contractors comply with the forestry legislation when engaging in or carrying out activities or operations under or associated with the Licence. 19.08 Nothing in this Licence entitles the Licensee to have an area of Schedule “A” Land subject to a timber licence or Schedule “B” Land, to be replaced with another area, or to have rights awarded under another agreement under the Forest Act, in the event: (a) timber is damaged or destroyed by pests, fire, wind or other natural causes; (b) an area of land is deleted from the licence area under the forestry legislation, or under any other Act or regulation; or this Licence expires, is surrendered, is cancelled or otherwise terminated. 19.09 At the request of the Regional Manager or District Manager, the feminine, a partnership Licensee will survey and define on the ground any or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area all boundaries of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaselicence area.

Miscellaneous. Should The Custodian shall not be liable and assumes no responsibility for the collection of contributions provided for under the Plan, the deductibility of any provision contributions, the purpose or propriety of this Lease prove any distribution made pursuant to be invalid Article VI hereof, or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofaction taken at a Participant's direction, nor shall the Custodian have any duty or responsibility to determine whether information furnished by a Participant is correct. To the extent permitted by Federal law, nothing contained in the Plan, either expressly or by implication, shall be deemed to impose any powers, duties or responsibilities on the Custodian other than those set forth in this Agreement. The Custodian shall be indemnified and such remaining provisions shall remain saved harmless by the Participant from any and all liability whatsoever which may arise in full force and effect. Time is connection with this Agreement, except the obligation of the essence Custodian to perform in accordance with the Agreement and with the applicable Federal law. The Custodian shall be under no duty to take any action other than as herein specified with respect to the performance of every provision of this Lease Custodial Account unless the Participant shall furnish the Custodian with instructions in which time of performance is a factorproper form and such instructions shall have been specifically agreed to by the Custodian. The captions used Custodian shall be under no duties to defend or engage in this Lease are for convenience only any suit with respect to the Custodial Account unless the Custodian shall have first agreed in writing to do so and shall not have been fully indemnified to the satisfaction of the Custodian. The Custodian shall be considered protected in acting upon any written order or direction from a Participant or any other notice, request, consent, certificate or any other instrument believed by it to be genuine and to have been properly executed and, so long as it acts in good faith, in taking or omitting to take any other action. Before making any distribution in the construction or interpretation case of any provision hereof. Any executed copy the death of this Lease the Participant, the Custodian shall be deemed an original for all purposesfurnished with such certified death certificates, inheritance tax releases, indemnity agreements and other documents as may be required by the Custodian. This Lease shallBefore making any distribution in the case of the disability of a Participant, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant Custodian shall be jointly and severally liable hereunderfurnished with proof of disability. This Lease The Custodian shall be construed an agent for the Participant to receive and enforced invest contributions as directed by the Participant, hold and distribute such investments, and keep adequate records and report thereon, all in accordance with the laws of the State of Californiathis Agreement. The language in all parts of this Lease shall in all cases be construed as a whole according parties do not intend to its fair meaningconfer any fiduciary duties on the Custodian, and not strictly for or against either Landlord or Tenantnone shall be implied. When The Custodian may perform any of its duties through other persons designated by the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint ventureCustodian from time to time, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required Custodian intends initially to do something by delegate all such duties to State Farm Investment Management Corp. No such delegation or future change therein shall be considered as an amendment to this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseAgreement.

Miscellaneous. Should any provision A. The term "Landlord," as used in this Lease, so far as covenants or obligations on the part of this Lease prove Landlord are concerned, shall be limited to be invalid mean and include only the owner or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is owners of the essence Premises at the time in question. In the event of any transfer or transfers of the title to the Premises, the Landlord herein named (and in the case of any subsequent transfers or conveyances, the then grantor) shall be automatically released, from and after the date of such transfer or conveyance, from all liability with respect to the performance of every provision any covenants or obligations on the part of this Lease in which time of performance is a factor. The captions used Landlord contained in this Lease are for convenience only thereafter to be performed; provided that the grantee assumes the duty to perform Landlord's covenants and shall not be considered obligations hereunder, and provided that any funds in which Tenant has an interest in the construction hands of Landlord or interpretation the then grantor at the time of any provision hereofsuch transfer shall be turned over to the grantee. Any executed copy amount then due and payable to Tenant by Landlord or the then grantor under any provisions of this Lease shall be deemed an original for all purposes. This paid to Tenant at the time of any transfer or conveyance. B. The termination or mutual cancellation of this Lease shall not work a merger, and such termination or mutual cancellation shall, subject at the option of Landlord, either terminate all subleases and subtenancies or operate as an assignment to Landlord of any or all of such subleases or subtenancies. C. In the event either party to this Lease shall fail to comply with its obligations hereunder, and such failure continues for 30 days after notice (or such longer period not to exceed 45 days if performance has commenced but compliance cannot reasonably be obtained within 30 days) stating that the party giving such notice will use self help if there is no compliance within the time period, the other party may (but shall not be obligated to) fulfill such obligation on behalf of the non-complying party, making any reasonable expenditure in connection therewith. All such expenditures shall be reimbursed to the other party within 30 D. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the term of this Lease, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby; and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there shall be added as a part of this Lease a legal, valid and enforceable clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible. E. The captions of each paragraph are added as a matter of convenience only and shall be considered to be of no effect in the construction of any provision or provisions regarding assignmentof this Lease. F. Except as herein specifically set forth, apply all terms, conditions and covenants to be observed and performed by the parties hereto shall be applicable to and bind the binding upon their respective heirs, successorsadministrators, executors, administrators successors and assigns assigns. G. Time is of the essence hereof. If the last day permitted for the performance of any act required or permitted under this Lease falls on a Saturday, Sunday or holiday, the time for such performance will be extended to the next succeeding business day. H. Any obligation of the Landlord hereunder or any obligation of Tenant, other than the payment of Rent, which is delayed or not performed due to acts of God, strike, riot, war, weather, failure to obtain labor and materials at a reasonable cost, or any other reason beyond the control of the Landlord or Tenant shall not constitute a default hereunder and shall be performed within a reasonable time after the end of such cause for delay or non-performance. I. This Lease may be executed in two or more duplicate originals. Each duplicate original shall be deemed to be an original hereof, and it shall not be necessary for a party hereto to produce more than one such original as evidence hereof. J. Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon all of Tenant's income, leasehold improvements, equipment, furniture, fixtures and personal property owned by Tenant located in the Premises. In the event that any or all of Tenant's leasehold K. Tenant shall have the right to contest the amount or validity, in whole or in part, of any tax that Tenant is required to pay, by appropriate proceedings diligently conducted in good faith. Landlord will not be required to join in any contest or proceeding unless the provisions of any law or regulation then in effect requires that the proceeding be brought by or in the name of Landlord. In that event, Landlord will join in the proceedings or permit them to be brought in its name; however, Landlord will not be subjected to any liability for the payment of any costs or expenses in connection with any contest or proceedings, and Tenant will indemnify Landlord against and save Landlord harmless from any costs and expenses in this regard. L. Any consent of Landlord or Tenant hereunder shall not be unreasonably withheld or delayed. M. In the event of any litigation between Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant prevailing party in such litigation shall be jointly entitled to an award of its reasonable attorneys' and severally liable hereunder. legal assistants' fees and costs. N. This Lease shall will be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseColorado.

Miscellaneous. Should any provision of this Lease prove to (a) The Depositary shall have only those duties as are specifically and expressly provided herein and no other duties shall be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factorimplied. The captions used in this Lease are for convenience only Depositary may rely upon and shall not be considered in liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the construction or interpretation Escrow Agent without inquiry and without requiring substantiating evidence of any provision hereofkind. Any executed copy of this Lease The Depositary shall be deemed an original for all purposesunder no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. This Lease shallThe Depositary shall be under no duty to inquire into or investigate the validity, subject accuracy or content of any such document, notice, instruction or request. The Depositary may act in reliance upon any signature believed by it to be genuine and may assume that any person purporting to make any statement or execute any document in connection with the provisions regarding assignment, apply hereof has been duly authorized to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of Californiado so. The language in all parts of this Lease Depositary shall in all cases be construed as a whole according have no duty to its fair meaningsolicit any payments, and not strictly for or against either Landlord or Tenant. When the context of this Lease requiresincluding, without limitation, the neuter gender includes the masculineDeposits. (b) The Depositary shall not be responsible for any recitals, the femininestatements, a partnership representations or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right warranties of reimbursement from the any person other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area than itself contained in this Lease are conclusively agreed to be correct and binding upon Agreement or for the parties, even if a subsequent measurement of failure by the Escrow Agent or any one of these areas determines that it is more other person or less entity (other than the amount of area reflected in this Lease, and (ivDepositary) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain of its obligations hereunder (whether or not the Depositary shall have any others within its control from performing said act, including knowledge thereof) and the Agents of such party. Landlord Depositary shall not become be liable for any action taken, suffered or omitted to be deemed taken by it in good faith except to the extent that a partner final adjudication of a court of competent jurisdiction determines that the Depositary’s gross negligence or willful misconduct was the primary cause of any loss. The Depositary may execute any of its powers and perform any of its duties hereunder directly or through attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a joint venturer court of competent jurisdiction) in the selection of any such attorney. The Depositary may consult with Tenant counsel, accountants and other skilled persons to be selected and retained by reason it. The Depositary shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Depositary shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this LeaseAgreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held hereunder until it shall be given a direction in writing by the Escrow Agent which eliminates such ambiguity or uncertainty to the satisfaction of Depositary or by a final and non-appealable order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Depositary be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, whether or not foreseeable) suffered by the Escrow Agent or any of the Receiptholders in connection with this Agreement or the transactions contemplated or any relationships established by this Agreement, even if the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. In the event of any conflict or inconsistency between any provision in this Agreement and a provision in any other document, the provisions of this Agreement shall control. (c) The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents); (i) shall have no duties or responsibilities under this Agreement except those expressly set forth in this Agreement; (ii) shall not be responsible to the Depositary for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or the Escrow and Paying Agent Agreement or for the failure by the Depositary or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); and (iii) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds). (d) (i) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Depositary to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Escrow Agent acknowledges that Section 326 of the USA PATRIOT Act and the Depositary’s identity verification procedures require the Depositary to obtain information which may be used to confirm the Escrow Agent’s identity including without limitation name, address and organizational documents (“identifying information”). The Escrow Agent agrees to provide the Depositary with and consent to the Depositary obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Depositary. (ii) Depositary agrees that upon the reasonable request of the Escrow Agent, it will provide to the Escrow Agent such information and documents as the Escrow Agent may require (x) to satisfy applicable anti-money laundering laws and regulations, including the USA PATRIOT Act, the regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable U.S. anti-money laundering laws and regulations (collectively, the “anti-money laundering/OFAC laws”), or (y) to meet the requirements of the Escrow Agent’s internal know your customer policies and procedures adopted in accordance with the anti-money laundering/OFAC laws.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. (a) Time is of the essence with respect to this Lease Agreement. (b) This Lease Agreement, when signed by Lessee, constitutes the performance entire agreement between the parties, superseding and replacing all prior documents and representations with respect to the subject matter hereof. It may only be amended by a document signed by both parties. The terms of every any documents submitted by Lessee are superseded and replaced in their entirety by the terms and conditions of this Lease Agreement and shall have no binding effect upon Lessor, its agents, and its employees. Acknowledgement by Lessor of any Lessee documents shall be only for Lessee’s billing purposes only. (c) Lessee shall not assign this Lease Agreement or sublet the Equipment without the prior written consent of Lessor. This Lease Agreement shall be binding upon any assignee or successor of Lessee. Lessor may assign any of its rights, remedies, responsibilities, and/or obligations hereunder without notice to Lessee. Lessor reserves the right to charge Lessee and Lessee agrees to promptly pay for any Equipment, material or labor furnished by Lessor which is not described in this Lease Agreement and/or in the ▇▇▇▇▇▇▇▇ Scotsman Proposal, if applicable (“Extra Work”); (d) If any provision of this Lease in which time of performance Agreement is a factor. The captions used in this Lease are deemed unenforceable for convenience only any reason, then such provision shall be deemed stricken and shall not be considered in affect the construction or interpretation enforceability of any provision hereofof its other provisions. Any executed copy Notwithstanding anything contained herein to the contrary, if it should be determined by a court of competent jurisdiction that any indemnification or other protection afforded to an indemnitee under Section 12 would be in violation of or otherwise prohibited by any applicable law, then Section 12 shall automatically be deemed to be amended in a manner which provides the maximum indemnification and other protections to such indemnitee consistent with such applicable law. (e) The obligations of Lessee under Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 18 and 19 which accrue upon execution of this Lease Agreement, shall survive the termination of this Lease Agreement. (f) If Lessee fails to perform any of its obligations hereunder, Lessor shall have the right to substitute performance; the amount of any out-of-pocket and other reasonable expenses of Lessor incurred in connection with such performance shall be payable by Lessee upon demand. Failure of Lessor to exercise any right or remedy herein, or the waiver by Lessor of any breach, shall not be construed as thereafter waiving any such terms, covenants, conditions, rights, or remedies. (g) Lessor shall not be responsible for delays beyond its control. (h) The delivery, installation, takedown, return and/or any work related to the Equipment as agreed to by Lessor and Lessee in the Lease Order Agreement or any amendment thereto will be performed by Lessor using its standard workforce and labor rates unless otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessee agrees that Lessor may use Lessor subcontracted workers for the performance of any work.. (i) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee’s attorney-in-fact to execute any UCC financing statements, documents, checks, and drafts related to the payment of any loss, damage, or defense under policies of insurance required by this Lease Agreement. (j) this Lease Agreement shall be governed by and interpreted under Maryland law. All legal actions arising out of or related to this Lease Agreement shall be filed and conducted exclusively in a state or federal court in Maryland. Lessor hereby reserves its common law right of offset. Lessee hereby waives any and all rights to or claims of sovereign immunity and Lessee waives any and all rights granted under the UCC. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT. (k) Lessee will pay all costs and expenses, including reasonable attorney’s fees, incurred by Lessor in enforcing any terms, covenants and indemnities provided herein. (l) Each party is hereby authorized to accept and rely upon a facsimile signature or electronic signature of the other party on this Lease Agreement or any Amendment hereto, or on counterpart copies of the foregoing documents. Any such signature shall be treated as an original signature for all purposes; however no signature is required by Lessor. (l) Each party is hereby authorized to accept and rely upon documents in paper or electronic format. (m) Lessor may amend these terms and conditions from time-to-time and such amended terms shall be effective thirty (30) days after notice is provided to Lessee. If Lessee does not object in writing to such amended terms before their effective date, such terms shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasetake precedence.

Miscellaneous. Should (a) If the Fair Value of the property to be released from the lien of this Indenture in accordance with any provision of this Lease prove Article plus the Fair Value of all other property released since the commencement of the then current calendar year, as set forth in the certificates required by this Indenture, is ten percent (10%) or more of the aggregate principal amount of the Bonds at the time Outstanding, an Independent Expert shall be required to make the certifications in the Expert’s Certificate required pursuant to this Article as to the Fair Value of the property to be invalid or illegalreleased and as to the nonimpairment of the security under this Indenture. Notwithstanding the previous sentence, an Expert’s Certificate shall not be required to be made by an Independent Expert in the case of any release of property if the Fair Value of such property to be released, as set forth in the certificates required by this Indenture, is a De Minimis Amount. To the extent that the Fair Value of any property to be released from the lien of this Indenture shall be stated in an Independent Expert’s Certificate, such invalidity or illegality Fair Value shall not be required to be stated in no way affect, impair or invalidate any other Expert’s Certificate delivered in connection with such release. (b) No release of property from the lien of this Indenture effected in accordance with the provisions, and in compliance with the conditions, set forth in this Article and in Sections 1.04 and 1.05 shall be deemed to impair the security of this Indenture in contravention of any provision hereof. (c) If the Mortgaged Property shall be in the possession of a receiver or trustee, and such remaining provisions shall remain in full force and effect. Time is of lawfully appointed, the essence powers hereinbefore conferred upon the Company with respect to the performance release of every any part of the Mortgaged Property or any interest therein or the withdrawal of cash may be exercised, with the approval of the Trustee, by such receiver or trustee, notwithstanding that an Event of Default may have occurred and be continuing, and any request, certificate, appointment or approval made or signed by such receiver or trustee for such purposes shall be as effective as if made by the Company or any of its officers or appointees in the manner herein provided; and if the Trustee (or its nominee) shall be in possession of the Mortgaged Property under any provision of this Lease Indenture, then such powers may be exercised by the Trustee (or its nominee), acting at the written direction by the Holders of at least a majority in which time aggregate principal amount of performance is a factor. The captions used the Bonds then Outstanding, notwithstanding that an Event of Default may have occurred and be continuing. (d) If the Company shall retain any interest in this Lease are for convenience only and shall not be considered in any property released from the construction or interpretation of any provision hereof. Any executed copy lien of this Lease shall be deemed an original for all purposes. This Lease shallIndenture as provided in Section 8.03, subject to the provisions regarding assignment8.04 or 8.05, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord Indenture shall not become or be, or be deemed required to become or be, a partner Lien upon such property or a joint venturer with Tenant by reason such interest therein or any improvements, extensions or additions to such property or renewals, replacements or substitutions of or for such property or any part or parts thereof or any proceeds of any of the foregoing unless the Company shall execute and deliver to the Trustee an indenture supplemental hereto, in recordable form, containing a grant, conveyance, transfer and mortgage thereof. As used in this subsection, the terms “improvements”, “extensions” and “additions” shall be limited as set forth in Section 13.01. (e) Notwithstanding the occurrence and continuance of an Event of Default, the Trustee may release from the lien hereof any part of the Mortgaged Property or permit the withdrawal of cash, upon compliance with the other conditions specified in this Article in respect thereof. (f) No purchaser or grantee of property purporting to have been released hereunder shall be bound to ascertain the authority of the Trustee to execute the release, or to inquire as to any facts required by the provisions hereof for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this LeaseArticle to be sold, granted, exchanged, dedicated or otherwise disposed of, be under obligation to ascertain or inquire into the authority of the Company to make any such sale, grant, exchange, dedication or other disposition.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term “Partyparty” shall mean Landlord or Tenant, Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws Laws of the State of Californiain which the Leased Premises are located. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “must”, shall”, “will” ”, and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a specific provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factormade therefor. Where a party hereto Tenant is obligated not to perform any act or is not permitted to perform any act, such party Tenant is also obligated to restrain any others reasonably within its control control, including agents, invitees, contractors, subcontractors and employees, from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer join venture with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provision provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The benefit of each indemnity obligation of Tenant under this Lease is assignable in whole or in part by Landlord. The term “Partyparty” shall mean Landlord or Tenant, Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Submission of this Lease for review, examination or signature by Tenant does not constitute an offer to lease, a reservation of or an option for lease, and notwithstanding any inconsistent language contained in any other document, this Lease is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. This Lease shall be construed and enforced in accordance with the laws Laws of the State of Californiain which the Leased Premises are located. The language captions in all parts of this Lease are for convenience only and shall in all cases not be construed as a whole according to its fair meaning, and not strictly for in the construction or against either Landlord or Tenantinterpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms “must,” “shall”, ,” “will,” and “agree” are mandatory. The term “may” is permissive. The term “governmental agency” or “governmental authority” or similar terms shall include, without limitation, all federal, state, city, local and other governmental and quasi-governmental agencies, authorities, bodies, boards, etc., and any party or parties having enforcement rights under any Restrictions. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a specific provision is made therefor. Where Landlord’s consent is required hereunder, the consent of this Lease expressly requires reimbursementany Lender shall also be required. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity shall both be deemed to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in have drafted this Lease, and (iv) any such subsequent determination the rule of construction that a document is to be construed against the area is more or less than shown in this Lease drafting party shall not result be employed in a change in any the construction or interpretation of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factorLease. Where a party hereto Tenant is obligated not to perform any act or is not permitted to perform any act, such party Tenant is also obligated to restrain any others reasonably within its control control, including agents, invitees, contractors, subcontractors and employees, from performing said such act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should 20.01 This Lease, including the Exhibits and Schedules attached hereto, sets forth the entire agreement between the parties with respect to the Demised Premises. All prior conversations or writings between the parties hereto or their representatives with respect to the Demised Premised are merged herein and extinguished. Tenant has relied on Tenant's inspections, due diligence and investigations in entering into this Lease and not on any representations or warranties made by or on behalf of Landlord concerning the condition or suitability of the Demised Premises for any particular purpose. 20.02 This Lease shall not be modified except by a writing signed by the party to be charged. The Article captions appearing herein are inserted as a matter of convenience and are not intended to define, construe or describe the scope or intent of any provision of this Lease. 20.03 If any provision of this Lease prove or the application thereof to any person or circumstance shall be invalid held void or illegalunenforceable, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of then the essence with respect to the performance of every provision remainder of this Lease in or the application of such provision to persons or circumstances other than those as to which time of performance it is a factor. The captions used in this Lease are for convenience only and held void or unenforceable shall not be considered affected thereby. 20.04 Except as otherwise expressly provided in this Lease, all the construction or interpretation of any provision hereof. Any executed copy terms, covenants conditions and provisions of this Lease shall be deemed an original for all purposes. This Lease shall, subject binding upon and shall inure to the provisions regarding assignment, apply to benefit of the parties hereto and bind the their respective heirs, successorsadministrators, executors, administrators successors and assigns permitted assigns. 20.05 The person or persons executing this Lease on behalf of Landlord Tenant hereby covenant, represent and Tenant. “Party” shall mean Landlord warrant that Tenant is a duly incorporated corporation authorized to do business in Arkansas; and that the person or persons executing this Lease on behalf of Tenant is an officer or are officers of such Tenant, and that he or they as the context implies. If Tenant consists such officers are duly authorized to execute, acknowledge and deliver this Lease to Landlord. 20.06 This Lease may be executed in several counterparts, each of more than one person or entity, then all members of Tenant which shall be jointly deemed an original, and severally liable hereunder. all such counterparts shall together constitute one and the same instrument. 20.07 This Lease shall be construed governed and enforced in accordance with controlled by the laws law of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseArkansas.

Miscellaneous. Should A. Landlord and its agents shall have the right, (but not the obligation) to enter upon the Demised Premises, in any provision emergency at any time and at other reasonable times upon reasonable prior notice to Tenant, to examine the same and to make such repairs, replacements and improvements as Landlord may deem necessary or desirable to the Demised Premises or any other portion of the Building. Tenant shall permit Landlord to use, maintain and replace the present pipes and conduits in and to the Demised Premises and to erect new pipes and conduits therein provided they are concealed within the walls, floors or ceilings. Landlord may, during the progress of any work in the Demised Premises, take all necessary materials and equipment into said premises without the same constituting an eviction or entitling Tenant to any damages or abatement of rent while such work is in progress, provided that any work done by Landlord is done in a manner not to cause material inconvenience to Tenant, nor to cause a significant interruption of Tenant’s operations. B. Throughout the term of this Lease, Landlord shall have the right to enter the Demised Premises during business hours upon reasonable prior notice to Tenant for the purpose of showing the same to prospective purchasers or mortgagees of the Building and, during the last twelve (12) months of the term of this Lease, for the purpose of showing the same to prospective tenants. C. Landlord shall have the right at any time upon two (2) weeks prior written notice to Tenant, without the same constituting an eviction and without incurring any liability to Tenant, to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building and to change the name and/or address of the Building. D. In the event of any liability by Landlord, Tenant agrees to look solely to Landlord’s estate and interest in the Land and Building, or the Lease prove of the Building, or of the Land and Building, and the premises, for the satisfaction of any right or remedy of Tenant for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord, and no other property or assets of Landlord shall be subject to be invalid levy, execution, attachment, or illegalother enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, such invalidity the relationship of Landlord and Tenant hereunder, or illegality shall in no way affect, impair Tenant’s use and occupancy of the Demised Premises or invalidate any other provision hereofliability of Landlord to Tenant arising hereunder. In no event shall Tenant make any claim against or seek to impose any personal liability upon any party, individuals, general or limited partners or any partnership or any stockholder, director or principal of or partner in Landlord or any party that holds any interest in Landlord. E. Tenant at any time, and such remaining provisions from time to time, but only in connection with a financing, a sale or leasing of the Building, upon at least forty-five (45) days’ prior notice by Landlord, shall remain execute, acknowledge and deliver to Landlord, and/or to any other person, firm or corporation specified by Landlord, a statement certifying that this Lease is unmodified and in full force and effect. Time effect (or, if there have been modifications, that the same is of in full force and effect as modified and stating the essence with respect modifications), stating the dates to which the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only fixed rent and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaningadditional rent have been paid, and stating whether or not strictly for or against either there exists any default by Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by under this Lease, it and, if so specifying each such default and such other reasonable information in connection with this Lease as shall do so at its sole cost and expense without right of reimbursement from be requested in said certificate. F. For the other party unless a provision purposes of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) Lease, the gross leasable area of the Premises includes any atriumsterm “Landlord”, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected as used in this Lease, means only the owner, or the mortgagee in possession, from time to time of the Land and Building (ivor the owner of a lease of the Building or of the Land and Building) of which the Demised Premises form a part, so that in the event of any sale or sales of said Land and Building, or of said lease, or in the event of a lease of said Building, or of the Land and Building, the then Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord thereafter arising or accruing after the date of such sale, conveyance or transfer, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such subsequent determination sale, or the sale lessee of the Building, or of the Land and Building, that the area is more purchaser or less than shown in this Lease shall not result in a change in any the lessee of the computations Building has assumed and agreed to carry out any and all covenants and obligations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasehereunder.

Miscellaneous. Should 11.1 This Escrow Agreement shall be construed without regard to any provision of this Lease prove presumption or other rule requiring construction against the party causing such instrument to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factordrafted. The captions terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in this Lease are for convenience Escrow Agreement, refer to the Escrow Agreement in its entirety and not only to the particular portion of this Escrow Agreement where the term is used. The word “person” shall mean any natural person, partnership, corporation, government and any other form of business of legal entity. All words or terms used in this Escrow Agreement, regardless of the number or gender in which they were used, shall be deemed to include any other number and any other gender as the context may require. This Escrow Agreement shall not be considered admissible in evidence to construe the construction or interpretation provisions of any provision hereofprior agreement. 11.2 This Escrow Agreement and the rights and obligations hereunder of the Company and Placement Agent may not be assigned. Any executed copy This Escrow Agreement and the rights and obligations hereunder of the Escrow Agent may be assigned by the Escrow Agent. This Escrow Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or have any rights under or by virtue of this Lease Escrow Agreement. This Escrow Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent, the Company and the Placement Agent. This Escrow Agreement is intended to be for the sole benefit of the parties hereto and their respective successors, heirs and permitted assigns, and none of the provisions of this Escrow Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person. 11.3 This Escrow Agreement shall be deemed an original for all purposes. This Lease shallgoverned by, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with with, the internal laws of the State of CaliforniaVirginia. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, representations and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area warranties contained in this Lease are conclusively agreed to be correct Escrow Agreement shall survive the execution and binding upon the parties, even if a subsequent measurement of delivery hereof and any one of these areas determines that it is more or less than the amount of area reflected investigations made by any party. The headings in this Lease, Escrow Agreement are for purposes of reference only and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in limit or otherwise affect any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseterms thereof.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor13.1. The captions used article and paragraph headings contained in this Lease Agreement are for convenience reference purposes only and shall will not be considered affect in any way the construction meaning or interpretation of this Agreement. 13.2. This Agreement may be executed in any provision hereof. Any executed copy number of this Lease counterparts, each of which shall be deemed an original for all purposesoriginal. 13.3. This Lease shall, subject to the provisions regarding assignment, apply to Agreement will be governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of CaliforniaNew York, without regard to its principles of conflicts of laws. 13.4. The language in all parts This Agreement will bind and inure to the benefit of this Lease shall in all cases the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder will be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or will be construed as a whole according to its fair meaningconfer upon or give any person, and not strictly for firm or against either Landlord or Tenant. When the context of this Lease requirescorporation, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Leaseparties hereto and their respective successors and assigns, and (iv) any such subsequent determination that the area is more rights or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, remedies hereunder or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions this Agreement. 13.5. The obligations and liabilities of Acquiring Fund hereunder are solely those of Acquiring Fund. It is expressly agreed that no shareholder, nominee, trustee, officer, agent or employee of Acquiring Fund, or trustee or officer of Acquiring Fund Trust, acting on behalf of Acquiring Fund, shall be personally liable hereunder. The execution and delivery of this LeaseAgreement have been authorized by the trustees of Acquiring Fund Trust, acting on behalf of Acquiring Fund, and signed by an authorized officer of Acquiring Fund Trust, acting on behalf of Acquiring Fund, and neither such authorization by such trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally. 13.6. The obligations and liabilities of Acquired Fund hereunder are solely those of Acquired Fund. It is expressly agreed that no shareholder, nominee, trustee, officer, agent or employee of Acquired Fund, or trustee or officer of Acquired Fund Trust, acting on behalf of Acquired Fund, shall be personally liable hereunder. The execution and delivery of this Agreement have been authorized by the trustees of Acquired Fund Trust, acting on behalf of Acquired Fund, and signed by an authorized officer of Acquired Fund Trust, acting on behalf of Acquired Fund, and neither such authorization by such trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally.

Miscellaneous. Should any provision The execution, delivery and performance of this Lease prove Agreement is within Grantor’s corporate powers, has been duly authorized by all necessary corporate action, is not in contravention of law or the terms of Grantor’s by-laws or certificate of incorporation or other applicable documents relating to Grantor’s formation or to the conduct of Grantor’s business or of any material agreement or undertaking to which Grantor is a party or by which Grantor is bound. This Agreement can be invalid waived, modified, amended, terminated or illegaldischarged, such invalidity and the Security Interest can be released, only explicitly in a writing signed by Lender. A waiver signed by Lender shall be effective only in the specific instance and for the specific purpose given. Mere delay or illegality failure to act shall in no way affectnot preclude the exercise or enforcement of any of Lender’s rights or remedies. All rights and remedies of Lender whether established hereby, impair or invalidate by the Loan and Security Agreement, by any other provision hereofdocument or by law, shall be cumulative and may be exercised singularly or concurrently, at Lender’s option, and the exercise or enforcement of any one such remaining provisions right or remedy shall remain in full force and effectneither be a condition to nor bar the exercise or enforcement of any other right. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and Lender shall not be considered obligated to preserve any rights Grantor may have against prior parties, to realize on the Trademarks at all or in any particular manner or order, or to apply any cash proceeds of the construction Trademarks in any particular order of application. This Agreement shall be binding upon and inure to the benefit of Grantor and Lender and their respective participants, successors and permitted assigns (provided that Grantor shall not assign its rights and obligations under this Agreement without Lender’s prior written consent) and shall take effect when signed by Grantor and delivered to Lender, and Grantor waives notice of Lender’s acceptance hereof. Lender may execute this Agreement if appropriate for the purpose of filing, but the failure of Lender to execute this Agreement shall not affect or interpretation impair the validity or effectiveness of this Agreement. A carbon, photographic or other reproduction of this Agreement or of any provision hereof. Any executed copy of this Lease financing statement shall be deemed an have the same force and effect as the original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns purposes of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context impliesa financing statement. If Tenant consists any provision or application of more than one person this Agreement is held unlawful or entityunenforceable in any respect, then all members of Tenant such illegality or unenforceability shall not affect other provisions or applications which can be jointly given effect and severally liable hereunder. This Lease this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area warranties contained in this Lease are conclusively agreed to be correct Agreement shall survive the execution, delivery and binding upon performance of this Agreement and the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, creation and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any payment of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseObligations.

Miscellaneous. Should Any notice required or permitted to be given under this Mortgage shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of Mortgagee any Lender or any Lender Counterparty in the exercise of any power, right or privilege hereunder or under any other Credit Document or Hedge Agreement shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Mortgage, the other Credit Documents and the Hedge Agreements are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Mortgage shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of this Lease prove to be invalid the remaining provisions or illegalobligations, or of such invalidity provision or illegality shall obligation in no way affect, impair or invalidate any other provision hereofjurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Mortgage shall be binding upon and such remaining provisions inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Except as permitted in the Credit Agreement, Mortgagor shall remain not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder. Upon payment in full force and effect. Time is of the essence with respect Indebtedness and performance in full of the Obligations, or upon prepayment of a portion of the Indebtedness equal to the performance of every provision of this Lease Net Asset Sale Proceeds for the Mortgaged Property in which time of performance is connection with a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shallpermitted Asset Sale, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws terms and provisions of the State Credit Agreement, Mortgagee, at Mortgagor’s expense, shall release the liens and security interests created by this Mortgage or reconvey the Mortgaged Property to Mortgagor or, at the request of CaliforniaMortgagor, assign this Mortgage without recourse. The language in This Mortgage and the other Credit Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all parts of this Lease shall in all cases be construed as a whole according prior agreements and understandings between such parties relating to its fair meaning, the subject matter hereof and not strictly for or against either Landlord or Tenantthereof. When the context of this Lease requiresAccordingly, the neuter gender includes the masculineCredit Documents may not be contradicted by evidence of prior, the feminine, a partnership contemporaneous or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area subsequent oral agreements of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease parties. There are conclusively agreed to be correct and binding upon no unwritten oral agreements between the parties. THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this LeasePERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED. ALL OTHER PROVISIONS OF THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE SHALL BE GOVERNED BY, and AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rentOTHER THAN NEW YORK GENERAL OBLIGATIONS LAW, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseSECTION 5-1401).

Miscellaneous. Should This document contains the entire agreement between the parties hereto and cannot be modified in any provision respect except by an amendment in writing signed by each party. The invalidity of any portion of this Lease prove to be invalid or illegal, such invalidity or illegality Agreement shall in no way affectaffect the balance thereof. Any notice permitted or required hereunder shall be in writing and shall be deemed given when hand delivered to an officer or authorized agent of, impair or invalidate any other provision hereofwhen mailed, and such remaining provisions shall remain in full force and effect. Time is registered or certified mail, postage prepaid, to Servicer or an Originator at the address of the essence with respect to the performance of every provision of this Lease in which time of performance is a factorServicer set forth above. The captions and headings used in this Lease Agreement are for convenience only only, and shall do not be considered in define or limit the construction or interpretation terms and provisions of this Agreement. Notwithstanding any provision hereof. Any executed copy of in this Lease Agreement to the contrary, nothing contained herein shall be deemed an original for all purposes. This Lease shall, subject attempt to assign or an assignment of any servicing rights by an Originator to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws Servicer if an attempted assignment of the State same without the consent of Californiaany agency or instrumentality of the United States or a state thereof (a "Regulatory Authority") with jurisdiction over such assignment would constitute a breach of an applicable regulatory requirement or agreement between an Originator and such Regulatory Authority unless and until such consent shall have been obtained. The language in all parts In the event the consent of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party any Regulatory Authority is required to do something by this Lease, it shall do so at its sole cost and expense without right authorize the conveyance of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area any or all of the Premises includes any atriumsservicing to be conveyed hereunder and such consent shall not have been granted prior to the occurrence of Servicer Default under Section 10.01 of the Sale and Servicing Agreement, depressed loading docksthen upon the occurrence of an Event of Default, covered entrances or egresseseach Originator shall enter into an agreement with the Trustee (or, in the case of the Home Improvement Loans, the Co-Trustee), which agreement shall be in form and substance satisfactory to the Trustee (or, in the case of the Home Improvement Loans, the Co-Trustee) and its counsel, which recognizes the Trustee (or, in the case of the Home Improvement Loans, the Co-Trustee) as the successor servicer of the Mortgage Loans as provided for by such Section 10.01, and covered loading areas, (ii) each has had an opportunity shall continue to determine to its satisfaction subservice the actual area Mortgage Loans or shall convey such subservicing at the election and upon the direction of the Project and Trustee (or, in the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any case of the computations of rentHome Improvement Loans, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseCo-Trustee).

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. (a) Time is of the essence under this agreement and all Transactions and all references to a time shall mean New York time in effect on the date of the action unless otherwise expressly stated in this Agreement. (b) Buyer shall be authorized to accept orders and take any other action affecting any accounts of the Seller in response to instructions given in writing by any authorized officer of Seller listed on Exhibit VI hereto, as such list may be amended in writing from time to time. Seller shall indemnify Buyer, defend, and hold Buyer harmless from and against any and all liabilities, losses, damages, costs, and expenses of any nature arising out of or in connection with respect any action taken by Buyer in response to such instructions received or reasonably believed to have been received from such authorized officers of Seller. (c) If there is any conflict between the performance of every provision terms of this Lease Agreement or any Transaction entered into hereunder and the Custodial Agreement, this Agreement shall prevail. (d) If there is any conflict between the terms of a Confirmation or a corrected Confirmation issued by the Buyer and this Agreement, the Confirmation shall prevail. (e) This Agreement may be executed in counterparts, each of which time so executed shall be deemed to be an original, but all of performance is a factorsuch counterparts shall together constitute but one and the same instrument. (f) Seller agrees to reimburse Buyer for all reasonable costs and expenses of Buyer in connection with this Agreement including, without limitation, the fees, expenses and disbursement of outside counsel to Buyer and due diligence expenses and on-going auditing fees not to exceed $25,000 per year. (g) Seller and Buyer agree to maintain the confidentiality of this Agreement and its terms and agree not to disclose this Agreement or its terms to any other party except as required for the enforcement of its terms or as required by law, regulatory requirements or court order or discovery. In the event Seller determines that the Agreement must be filed with the Securities and Exchange Commission pursuant to applicable law, such filing may only be made after consultation with Buyer and upon redaction of the Pricing Spread. (h) The captions used headings in this Lease Agreement are for convenience of reference only and shall not be considered in affect the interpretation or construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseAgreement.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease (a) This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed interpreted and enforced in accordance with the laws of the State of CaliforniaDelaware. (b) This Agreement shall be binding upon Indemnitee and upon the Company, its successors and assigns, and shall inure to the benefit of Indemnitee, Indemnitee’s heirs, personal representatives and assigns and to the benefit of the Company, its successors and assigns. The language Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. (c) Indemnitee’s rights to indemnification and advancement of expenses under this Agreement shall not be deemed exclusive of any other or additional rights to which Indemnitee may be entitled under the Certificate or the Bylaws of the Company, any vote of shareholders or disinterested directors, the Statute or otherwise, whether as to actions or omissions in Indemnitee’s official capacity or otherwise. The Company hereby acknowledges that Indemnitee has or may have certain rights to indemnification, advancement of expenses and/or insurance provided by third party indemnitors, such as an employer. The Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e., the Company’s obligations to Indemnitee are primary and any obligation of the third party indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary) and (ii) that the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all parts Damages and Expense Advances required by the terms of this Lease Agreement, the Certificate and the Bylaws, without regard to any rights Indemnitee may have against third party indemnitors. The Company further agrees that no advancement or payment by the third party indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification or advancement from the Company shall affect the foregoing and the third party indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. (d) Nothing in all cases be construed this Agreement shall confer upon Indemnitee the right to continue to serve as a whole according director and/or officer of the Company or any of its subsidiaries or any Related Company. If Indemnitee is an officer of the Company, then, unless otherwise expressly provided in a written employment agreement between the Company and Indemnitee, the employment of Indemnitee with the Company shall be terminable at will by either party. The indemnification and release provided under this Agreement shall apply to any and all Proceedings, notwithstanding that Indemnitee has ceased to be a director, officer, partner, employee, trustee or agent of the Company, any of its fair meaningsubsidiaries or a Related Company, and not strictly for shall inure to the benefit of the heirs, executors and administrators of Indemnitee. (e) If any provision or against either Landlord or Tenant. When the context provisions of this Lease requiresAgreement shall be held to be invalid, the neuter gender includes the masculineillegal or unenforceable for any reason whatsoever, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that then: (i) the gross leasable area validity, legality and enforceability of the Premises includes remaining provisions of this Agreement (including, without limitation, all portions of any atriumsparagraphs of this Agreement containing any such invalid, depressed loading docksillegal or unenforceable provision that are not themselves invalid, covered entrances illegal or egresses, unenforceable) shall not in any way be affected or impaired thereby; and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premisesfullest extent possible, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseAgreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such invalid, illegal or unenforceable provision, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. (f) Any notices or communications to be given or required to be given under this Agreement shall be given by personal delivery or registered airmail, overnight courier, telex, facsimile or electronic mail at the address set forth on the signature page hereto (or such other address as the relevant party provides the other party in writing. Notices and communications shall be deemed received by the addressee on the date of delivery if delivered in person, on the third (3rd) day after mailing if delivered by registered airmail, on the next business day after mailing if sent by overnight courier, on the next business day if sent by telex or facsimile, or upon confirmation of delivery when directed to the electronic mail address described above if sent by electronic mail. (g) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto. (h) If Indemnitee has previously executed an indemnification agreement with the Company, this Agreement supersedes such prior indemnification agreement in its entirety. (i) This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

Miscellaneous. Should any (a) Any provision of this Lease prove which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be invalid ineffective to the extent of such prohibition or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision unenforceability without invalidating the remaining provisions hereof, and any such remaining provisions prohibition or unenforceability in any jurisdiction shall remain not invalidate or render unenforceable such provision in full force any other jurisdiction. No term or provision of this Lease may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by Lessor, Lessee and effectAgent. Time is This Lease shall constitute an agreement of lease, and nothing contained herein shall be construed as conveying to Lessee any right, title or interest in the Aircraft or Spare Engines except as a lessee only. Neither Lessee nor any Affiliate of Lessee will file any tax returns in a manner inconsistent with the foregoing fact or with Lessor's ownership of the essence Aircraft and Spare Engines or with the parties' agreement that this Lease be treated as a tax lease for purposes of the Internal Revenue Code. The section and paragraph headings in this Lease and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof and all reference herein to numbered sections, unless otherwise indicated, are to sections of this Lease. THIS LEASE HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. LESSEE AND THE LESSOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH IT IS A PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS LEASE OR ANY OTHER TRANSACTION DOCUMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE HEREOF OR BEFORE OR AFTER THE PAYMENT, OBSERVANCE OR PERFORMANCE OF LESSEE'S OR THE LESSOR'S OBLIGATIONS UNDER THIS LEASE OR ANY OTHER TRANSACTION DOCUMENT. This Lease may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. (b) This Lease, together with the agreements, instruments and other documents required to be executed and delivered in connection herewith, supersedes all prior agreements and understanding of the parties with respect to the performance of every provision of this Lease in which subject matter hereof and thereof, except any agreements referred to herein. (c) The time of performance is a factor. The captions used stipulated in this Lease are for convenience only all payments and shall not be considered in notices by Lessee to the construction or interpretation Lessor and for the performance of any provision hereof. Any executed copy of Lessee's other obligations under this Lease shall will be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions essence of this Lease.

Miscellaneous. Should any provision of this Lease prove A. This Agreement is and shall be deemed and construed to be invalid or illegalthe joint and collective work product of the City, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofthe Owner, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of Developer and, as such, this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and Agreement shall not be considered in the construction or interpretation of construed against any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenantparty, as the context impliesotherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict in terms or provisions, if any, contained herein. B. If the Subject Realty, or portions thereof, is currently used for the planting, harvesting, housing, storage and selling of soil grown crops then the Subject Realty or the portions thereof used for such purposes may continue to be used from time to time for the planting, harvesting, housing, storage and selling of soil crops grown on the Subject Realty as lawful nonconforming uses until such time as another use allowed under the City Zoning Ordinance enacted pursuant to this Agreement is established or until it is under development as provided herein. C. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, the successors in title of the Owner, and each of them, their respective successors, grantees, lessees, and assigns, and upon successor Corporate Authorities of the City and successor municipalities. D. Prior to the commencement of construction on the Subject Realty, the Developer shall submit to the City’s Director of Community Development a plan showing the location of all proposed temporary construction trailers/offices, including parking areas, fencing, signage and landscape treatment. If Tenant consists Said plan shall also indicate the general locations of more than one person or entity, then where all members of Tenant construction and material storage trailers shall be jointly and severally liable hereunderlocated. This Lease The Developer shall be construed permitted a minimum of one (1) construction trailer and enforced in accordance with the laws of the State of Californiaone (1) material storage trailer per building. The language Developer shall have the right to use the construction and material storage trailers for the purpose of its construction until construction on a site is completed. The Developer shall keep such area free of debris and rubbish and keep the area free of weeds and in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venturemowed condition, and the singular includes City may inspect such area from time to time to determine that Developer is in compliance with its obligations hereunder. Such storage trailers shall be removed not later than the pluraldate of issuance of the last occupancy permit for the Subject Realty. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When Such storage trailers shall be set back a party is required minimum of fifty (50) feet from the nearest perimeter lot line of the Subject Realty. E. Section 11-9-11 of the City Code shall not be applicable to do something by this Leasethe Subject Realty, it shall do so at its sole cost and expense without right of reimbursement from being the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area intent of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction parties hereto that there shall be no expiration date for the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseplanned unit development approvals hereby granted.

Miscellaneous. Should The registered holder of a Note may be treated as its owner for all purposes. Unless otherwise required by mandatory provisions of escheat or abandoned or unclaimed property laws, any moneys deposited with the Trustee or any Paying Agent, or then held by the Company, for the payment of principal of, premium, if any, or interest on this Note that remains unclaimed for two years after the date upon which such payment shall have become due, shall be repaid to the Company by the Trustee or by such Paying Agent on demand; or, if then held by the Company, shall be discharged from such trust. After that time, the holder of this Note shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment to which such holder may be entitled to collect. No reference herein to the Indenture and no provision of this Lease prove Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall cease to be invalid under any obligation to comply with any term, provision or illegal, such invalidity condition of certain restrictive covenants or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factorNotes. The captions used Notes are issuable in this Lease are registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Notes may be exchanged for convenience only a like aggregate principal amount and shall not be considered stated maturity of Notes of other authorized denominations at the office or agency of the Company in the construction or interpretation continental United States, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shallthe Trustee, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10005), and in the manner and subject to the provisions regarding assignmentlimitations provided in the Indenture. Prior to due presentment for registration of transfer of this Note, apply to the Company, the Trustee, any Paying Agent and bind any Security registrar shall deem and treat the respective heirs, successors, executors, administrators and assigns person in whose name this Note is registered upon the books of Landlord and Tenant. “Party” shall mean Landlord or Tenant, the Company on the applicable record date as the context implies. If Tenant consists absolute owner hereof (whether or not this Note is overdue and notwithstanding any notation of more than one person ownership or entityother writing hereon) for the purpose of receiving payment of or on account of the principal of, then premium, if any, and interest on such Security and for all members of Tenant other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Security registrar shall be jointly and severally liable hereunderaffected by any notice to the contrary. This Lease Note shall be construed and enforced in accordance with and governed by the laws internal law of the State of California. The language in all parts New York without giving effect to applicable principles of this Lease shall in all cases be construed as a whole according conflicts of law to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, extent that the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area application of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area laws of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to another jurisdiction would be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaserequired thereby.

Miscellaneous. Should any provision of this Lease prove (a) The Borrower authorizes the Lender to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, file financing statements and such remaining provisions shall remain in full force continuation statements and effect. Time is of the essence amendments thereto with respect to the performance of every provision of this Lease in which time of performance is a factorCollateral without authentication by the Borrower to the extent permitted by law and the Borrower consents to and ratifies any filings made by the Lender prior to the date hereof. The captions used Borrower authorizes the Lender to use a generic description of the Collateral (such as “all assets” or “all personal property”) in this Lease are any financing statements. The Borrower agrees not to file any financing statement, amendment or termination statement with respect to the Collateral prior to the payment and satisfaction in full of all Secured Obligations. The Borrower irrevocably appoints the Lender as the Borrower’s attorney-in-fact to execute any such financing statements in the Borrower’s name (if the Lender determines that any such execution is required) and to perform all other acts that the Lender deems appropriate to perfect and to continue perfection of the Security Interest. (b) The Borrower hereby irrevocably consents to any act by the Lender or its agents in entering upon any premises for convenience only the purposes of either (i) inspecting the Collateral or (ii) taking possession of the Collateral after any Event of Default in any commercially reasonable manner. The Borrower hereby waives its right to assert against the Lender or its agents any claim based upon trespass or any similar cause of action for entering upon any premises where the Collateral may be located. (c) The Borrower authorizes the Lender to collect and apply against the Secured Obligations any refund of insurance premiums or any insurance proceeds payable on account of the loss or damage to any of the Collateral and appoints the Lender as the Borrower’s attorney-in-fact to endorse any check or draft representing such proceeds or refund. (d) Upon the Borrower’s failure to perform any of its duties hereunder, the Lender may, but it shall not be considered obligated to, perform any of the duties and the Borrower shall forthwith upon demand reimburse the Lender for any expenses incurred by the Lender in so doing. (e) No delay or omission by the construction Lender in exercising any right hereunder or interpretation with respect to any Secured Obligations shall operate as a waiver of that or any other right, and no single or partial exercise of any provision hereofright shall preclude the Lender from any other or further exercise of the right or the exercise of any other right or remedy. Any executed copy The Lender may cure any Event of Default by the Borrower in any reasonable manner without waiving the Event of Default so cured and without waiving any other prior or subsequent Event of Default by the Borrower. All rights and remedies of the Lender under this Lease Agreement and under the UCC shall be deemed an original cumulative. (f) The Lender shall exercise reasonable care in the custody and preservation of the Collateral to the extent required by law and it shall be deemed to have exercised reasonable care if it takes such action for that purpose as the Borrower shall reasonably request in writing. However, no omission to do any act not requested by the Borrower shall be deemed a failure to exercise reasonable care and no omission to comply with any requests by the Borrower shall of itself be deemed a failure to exercise reasonable care. The Lender shall have no obligation to take and the Borrower shall have the sole responsibility for taking any steps to preserve rights against all purposesprior parties to any Instrument or Chattel Paper in the Lender’s possession as Collateral or as Proceeds of the Collateral. This Lease The Borrower waives notice of dishonor and protest of any Instrument constituting Collateral at any time held by the Lender on which the Borrower is in any way liable and waives notice of any other action taken by the Lender. (g) The Borrower shall, subject upon request of the Lender, direct each of its Account Debtors (as defined herein) to remit payment of all Accounts to such lockbox, post office box or other address as the Lender may designate from time to time. From and after the occurrence of any Event of Default, the Lender may notify each Account Debtor of the Security Interest and may also direct such Account Debtor to make all payments on the Collateral to the provisions regarding assignmentLender. All payments on and other Proceeds from the Collateral received by the Lender directly or from the Borrower shall be applied to the Secured Obligations in such order and manner and at such time as the Lender shall in its sole discretion determine. Unless the Lender notifies the Borrower in writing that it dispenses with one or more of the following requirements, apply any payments on or other Proceeds of the Collateral received by the Borrower before or after notification to any Account Debtor shall be held by the Borrower in trust for the Lender in the same medium in which received, shall not be commingled with any assets of the Borrower and bind shall be turned over to the respective heirsLender not later than the next business day following the day of their receipt. From and after the occurrence of an Event of Default, successorsthe Borrower shall also promptly notify the Lender of the return to or repossession by the Borrower of goods underlying any Collateral. For purposes hereof, executors, administrators and assigns of Landlord and Tenant. an “PartyAccount Debtor” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one any person or entityentity who is obligated to pay the Borrower any amounts under any Receivables, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaningAccounts, and not strictly for notes, Instruments, Chattel Paper or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, General Intangibles or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseCollateral.

Miscellaneous. Should 35.1 If either Landlord or Tenant waives the performance of any term, covenant or condition contained in this Lease, such waiver shall not be deemed to waive any other breach of the same or of any other term, covenant or condition contained herein. Furthermore, the acceptance of Rent by Landlord shall not constitute a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such breach at the time of Landlord’s acceptance of such Rent. Failure by Landlord to enforce any of the terms, covenants or conditions of this Lease for any length of time shall not be deemed to waive or to affect the right of Landlord to insist thereafter upon strict performance by Tenant. Landlord’s or Tenant’s waiver of any term, covenant or condition of this Lease may only be made by a written document signed by the waiving party. 35.2 Any voluntary or other early surrender of this Lease by Tenant, mutual termination hereof or prior termination hereof by Landlord shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or sub-tenancies. If Landlord elects to assume any sublease or enter into a lease with any subtenant, such assumption shall not relieve Tenant of any remaining liability under this Lease. 35.3 This Lease shall not be recorded; and no memorandum of lease shall be recorded without Landlord’s prior written consent. 35.4 Rent, Additional Rent and all other sums payable under this Lease must be paid in lawful money of the United States of America. 35.5 This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease. 35.6 Nothing contained in this Lease shall be construed to create the relationship of principal and agent, partnership, joint venture or any other relationship between the parties hereto, other than the relationship of Landlord and Tenant. 35.7 Any provision of this Lease prove that proves to be invalid invalid, void or illegal, such invalidity or illegality illegal shall in no way affect, impair or invalidate any other provision hereof, and such remaining other provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. . 35.8 The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease term “Premises” shall be deemed an original for all purposes. This Lease shallto include (unless, subject to based on the provisions regarding assignmentcontext, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall such meaning would clearly be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (iunintended) the gross leasable area of the Premises includes space hereby demised and all improvements on or at any atriums, depressed loading docks, covered entrances time hereafter constructed or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained built in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasespace.

Miscellaneous. Should any provision provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term “Partyparty” shall mean Landlord or Tenant, Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws Laws of the State of Californiain which the Leased Premises are located. The language captions in all parts of this Lease are for convenience only and shall in all cases not be construed as a whole according to its fair meaning, and not strictly for in the construction or against either Landlord or Tenantinterpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms “must,” “shall”, ,” “will,” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a specific provision is made therefor. Where Landlord’s consent is required hereunder, the consent of this Lease expressly requires reimbursementany Lender shall also be required to the extent such Lender consent is required under the applicable loan documents. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity shall both be deemed to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in have drafted this Lease, and (iv) any such subsequent determination the rule of construction that a document is to be construed against the area is more or less than shown in this Lease drafting party shall not result be employed in a change in any the construction or interpretation of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factorLease. Where a party hereto Tenant is obligated not to perform any act or is not permitted to perform any act, such party Tenant is also obligated to restrain any others reasonably within its control control, including agents, invitees, contractors, subcontractors and employees, from performing said such act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provision of No delay by Bank in enforcing its rights hereunder shall prejudice its rights to enforce this Lease prove to be invalid or illegalGuaranty. All rights and remedies under this Guaranty, such invalidity or illegality shall in no way affect, impair or invalidate under any other provision hereofagreement and under applicable law shall be cumulative, and any failure of Bank to exercise any such remaining provisions right or remedy shall remain in full force and effect. Time is not be construed as a waiver of the essence right to exercise the same or any other right or remedy at any time and from time to time, thereafter. No waiver by Bank shall be effective unless made in writing by a duly authorized officer or agent of Bank, and no waiver by Bank of any right or remedy shall constitute a waiver of any other or future right or remedy. This Guaranty shall inure to the benefit of Bank, its successors and assigns, and to any person to whom Bank may grant an interest in any of the Guaranteed Obligations, and shall be binding upon Guarantor, and his, her, its or their respective heirs, executors, administrators, successors and assigns. This Guaranty sets forth the entire agreement and understanding of Guarantor with respect to the performance of every provision of this Lease in which time of performance is a factorsubject matter hereof. GUARANTOR ACKNOWLEDGES THAT NO AGENT OF BANK HAS MADE ANY REPRESENTATION WHICH IS INCONSISTENT WITH ANY OF THE TERMS OF THIS GUARANTY AND THAT NO OFFICER OR AGENT OF BANK HAS THE AUTHORITY TO VARY THE TERMS OF THIS GUARANTY EXCEPT IN A WRITING SIGNED BY A DULY AUTHORIZED OFFICER OF BANK. The captions used making of the loans and providing of the other financial accommodations referred to in this Lease are for convenience only Guaranty shall be solely in the discretion of Bank, and reference thereto in this Guaranty, whether in paragraph 1 hereof or elsewhere, shall not be considered in deemed to be a commitment by Bank to make any loan or provide any financial accommodation. In the construction event any one or interpretation more of any provision hereof. Any executed copy the provisions of this Lease Guaranty shall be deemed an original for all purposes. This Lease shallinvalid, subject to illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” this Guaranty shall mean Landlord not in any way be affected or Tenant, as the context impliesimpaired thereby. If Tenant consists of more than one person or entityentity signs this Guaranty below, then all members the liability of Tenant shall be jointly such persons or entities on this Guaranty is joint and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaningseveral, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and all references to the singular includes in this Guaranty also include the plural. The terms “shall”In the event of termination, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Leasecancellation, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision revocation or release of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity Guaranty as to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is or more or less than Guarantors, this Guaranty shall continue in full force and effect with respect to the amount of area reflected in this Leaseremaining Guarantors. THIS GUARANTY SHALL BE GOVERNED, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rentCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF GEORGIA, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseWITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Miscellaneous. Should any provision provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term “Partyparty” shall mean Landlord or Tenant, Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws Laws of the State of Californiain which the Leased Premises are located. The language captions in all parts of this Lease are for convenience only and shall in all cases not be construed as a whole according to its fair meaning, and not strictly for in the construction or against either Landlord or Tenantinterpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms “must,” “shall”, ,” “will,” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a specific provision is made therefor. Where Landlord’s consent is required hereunder, the consent of this Lease expressly requires reimbursementany Lender shall also be required. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity shall both be deemed to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in have drafted this Lease, and (iv) any such subsequent determination the rule of construction that a document is to be construed against the area is more or less than shown in this Lease drafting party shall not result be employed in a change in any the construction or interpretation of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factorLease. Where a party hereto Tenant is obligated not to perform any act or is not permitted to perform any act, such party Tenant is also obligated to restrain any others reasonably within its control control, including agents, invitees, contractors, subcontractors and employees, from performing said such act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 12.1 The captions used headings contained in this Lease Agreement are for the convenience of reference only and shall not be considered in used to interpret, explain or otherwise affect the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason meaning of the provisions of this LeaseAgreement. 12.2 This Agreement shall, upon its effectiveness, constitute the entire agreement and common understanding of the parties with respect to the subject matters herein and fully supersede all prior verbal and written agreements and understandings with respect to the subject matters herein. 12.3 This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and permitted assigns. Without the prior written consent by the Lender, the Borrower shall not transfer its rights, interest or obligations under this Agreement. 12.4 The Borrower hereby agrees that (i) if the Borrower dies, the Borrower agrees to immediately transfer its rights and obligations pursuant to this Agreement to the person designated by the Lender; (ii) the Lender may transfer its rights and obligation pursuant to this Agreement to other third parties when needed. The Lender only needs to issue a written notice to the Borrower for such transfer and no need to obtain the consent by the Borrower. 12.5 Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights. 12.6 If any provision of this Agreement is judged by a court of competent jurisdiction, governmental agency or arbitration authority as void, invalid or unenforceable, the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall cease performing such void, invalid or unenforceable provisions and revise those void, invalid or unenforceable provisions to the extent closest to the original intention thereof to recover its validity or enforceability for such specific facts and circumstances. 12.7 Any matters excluded in this Agreement shall be negotiated by the Parties. Any amendment and supplement to this Agreement shall be made by the Parties in writing. The amendment and supplement duly executed by each Party shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement. 12.8 This Agreement is executed with three (3) original copies; each Party holds one (1) original copy and original copies have equal legal effect.

Miscellaneous. Should any provision (a) The Required Lenders’ execution of this Lease prove Amendment shall constitute the written consent required under Section 10.05 of the Loan and Security Agreement. (b) The parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effecteffect and is hereby ratified and confirmed in all respects. Time is Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement. (c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (d) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (e) Subject to the satisfaction of the essence conditions precedent specified in Section 2 above, this Amendment shall be effective as of the date of this Amendment first written above. (f) The Collateral Agent, the Collateral Administrator and the Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall not be responsible or accountable in any way whatsoever for or with respect to the performance validity, execution or sufficiency of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be entitled to the benefit of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only the Loan and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject Security Agreement relating to the provisions regarding assignmentconduct or affecting the liability of or affording protection to the Collateral Agent, apply the Collateral Administrator and the Securities Intermediary, including their right to be compensated, reimbursed and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced indemnified in accordance with the laws of the State of Californiaterms thereof. The language in all parts of this Lease shall in all cases be construed as a whole according to Administrative Agent, by its fair meaningsignature hereto, authorizes and not strictly for or against either Landlord or Tenant. When directs the context of this Lease requiresCollateral Agent, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, Collateral Administrator and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required Securities Intermediary to do something by execute this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this LeaseAmendment.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease Agreement shall be construed and enforced in accordance with interpreted under the laws of the State of California, and may be signed in any number of counterparts and each shall constitute a duplicate original. The language parties agree to execute, or if required, acknowledge such further counterparts hereof or any other documents as may be necessary to comply with the provisions of any applicable law at any time in all parts force which requires the recording or filing of this Lease shall Agreement or a copy thereof in all cases be construed any public office of the United States or any state or political subdivision. Lessee agrees to pay the fees or charges imposed by law for any such mandatory filing or recording as well as the amount of any stamps or documentary taxes, federal or state, levied or assessed on the lease. The relationship between the parties hereto is that of Lessor and Lessee only. Lessee’s only interest herein is as a whole according Lessee. The leased Equipment shall remain personal property regardless of its use or manner of attachment to its fair meaningrealty. The holding over of the leased Equipment by Lessee after the expiration of the term provided for, and shall not strictly for or against either Landlord or Tenant. When constitute a renewal of the context terms of this Lease requiresAgreement, or any portion thereof, or as a waiver of any of Lessor’s rights hereunder and Lessor may take possession of the neuter gender includes leased Equipment at any time after the masculine, end of the feminine, a partnership or corporation or joint venture, and term without notice to Lessee. Any holding over after the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision expiration of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) Agreement with the gross leasable area consent of the Premises includes any atriumsLessor shall be deemed to be a lease from month to month and shall be at the same rent and on the same terms and conditions as provided for herein, depressed loading docks, covered entrances or egresses, and covered loading areas, unless a new lease agreement is executed by all parties in writing. Delivery Charges on Trailers Leased “Right of possession is granted to lessee prior to delivery” (iiseparately state the delivery charges. The contract must be signed prior to delivery.) each Return Transportation Charges “Lessee has had an opportunity the option of returning unit using their own facilities” (separately state the delivery charges. The contract must be signed prior to determine delivery.) API is entitled to its satisfaction rely on the actual area owners representations regarding the public/private nature of the Project and work in the Premises, (iii) all measurements acceptability of area contained in this Lease are conclusively agreed to be correct and binding upon prevailing wage rates. If the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any nature of the computations of rent, improvement allowances, work is other than as represented by the owner the owner will defend indemnify and hold API harmless from any claim or other matters described allegation including penalties assessed resulting from a Failure by contractor or subcontractor to pay prevailing wages. This Lease Agreement constitutes the entire agreement between the parties and any change or modification shall be in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant writing and signed by reason of the provisions of this Leaseall parties hereto.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence regarding this Lease Agreement. This Lease Agreement may be signed in any number of counterparts and each shall constitute a duplicate original. The parties agree to execute, or if required, acknowledge such further counterparts hereof or any other documents as may be necessary to comply with the provisions of any applicable law at any time in force which requires the recording of filing of this Lease Agreement or a copy thereof in any public office of the United States or any state or political subdivision, and ▇▇▇▇▇▇ agrees to pay the fees or charges imposed by law for any such mandatory filing or recording as well as the amount of any stamps or documentary taxes, federal or state, levied or assessed on this Lease Agreement. The relationship between parties hereto is that of Lessor and ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s only interest herein is as a Lessee. Lessee does not have and shall not acquire any right, title, interest or equity whatsoever in the Equipment. The Equipment shall remain the sole property of Lessor. The Equipment shall remain personal property regardless of its use or manner of attachment to realty. This Lease Agreement was jointly drafted by the parties, and the parties hereby agree that neither should be favored in the construction, interpretation or application of any provision or any ambiguity. There are no unwritten or oral agreements between the parties. This Lease Agreement, and any schedules or amendments, constitute the entire understanding and agreement between Lessor and Lessee with respect to the performance lease of every the Equipment superseding all prior agreements, understandings, negotiations, discussions, proposals, representations, promises, commitments and offers between the parties, whether oral or written. The provisions of the Lease Agreement are primary, and no provision of this Lease Agreement shall be deemed waived, amended, discharged or modified orally or by custom, usage or course of conduct unless such waiver, amendment or modification is in which time writing and signed by an officer of performance is a factoreach of the parties hereto. The captions used This Lease Agreement, lease schedule(s), attached riders and any documents or instruments issued or executed pursuant hereto will have been made, executed and delivered in, and shall be governed by the internal laws (as opposed to conflicts of law provisions) and decisions of, the State of Minnesota. Lessee and Lessor consent to the exclusive jurisdiction of any local, state or federal court located within Minnesota. Venue must be in Minnesota and Lessee hereby waives local venue and any objection relating to Minnesota being an improper venue to conduct any proceeding relating to this Lease Agreement. Provisions of this Agreement are for convenience only severable, and shall not be considered in the construction or interpretation invalidity of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to not affect the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement validity of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseprovision.

Miscellaneous. Should 5.1 Whenever the word “Optionee” is used in any provision of this Lease prove Option under circumstances where the provision should logically be construed to apply to the executors, the administrators or the person or persons to whom this Option may be invalid transferred as permitted herein, the word “Optionee” shall be deemed to include such person or illegalpersons. 5.2 This Option may not be transferred except by the Optionee upon his or her death. No other assignment or transfer of this Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise shall be permitted, but immediately upon any such invalidity assignment or illegality transfer this Option shall terminate and become of no further effect. This Option shall be exercisable only by the Optionee or by an entity or other person to which this section permits transfer and shall remain subject to any restrictions on exercise and otherwise as if held by the Optionee. The Corporation shall have received an amount sufficient to satisfy any federal, state, local or other withholding tax requirements prior to crediting the shares issuable upon exercise of this Option to a book-entry account. 5.3 If there is any change in no way affectthe Common Stock by reason of any stock split, impair stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or invalidate exchange of shares, or any other similar transaction, the number and kind of shares subject to this Option and the Option Price, as applicable, shall be appropriately adjusted by the Human Resources and Compensation Committee of the Board of Directors of the Corporation (the “Committee”). 5.4 Notwithstanding any other provision hereof, the Optionee hereby agrees that he or she will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such remaining provisions shares shall remain constitute a violation by the Optionee or the Corporation of any provision of law or regulation of any governmental authority. Any determination in full force this connection by the Committee shall be final, binding and effectconclusive. Time is The Corporation shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action in order to cause the exercise of the essence Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 5.5 No amount of income received by an Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation. 5.6 The parties hereto agree that the Option granted hereby is not, and should not be construed to be, an incentive stock option under Section 422 of the Internal Revenue Code, as amended. 5.7 The Optionee accepts the grant of the Option confirmed hereby, and agrees to be bound by the terms and provisions of the Plan, as the Plan may be amended from time to time; provided, however, that no alteration, amendment, revocation or termination of the Plan shall, without the written consent of the Optionee, adversely affect the rights of the Optionee with respect to the performance of every provision Option. Except as otherwise specifically provided in Section 4.1 or 4.2 hereof, should there be any inconsistency between the provisions of this Lease Option and the terms and conditions of the Plan, the provisions in which time the Plan shall govern and prevail. A copy of performance is a factorthe Plan may be obtained by writing or calling the Corporate Compensation Division of the Corporation’s Human Resources Department in Pittsburgh, Pennsylvania. 5.8 In the event the Optionee fails to comply with any rules or regulations the Corporation establishes with respect to its businesses (including the Corporation’s Code of Conduct and Interpretive Guidance), the Corporation may cancel or revoke all or any portion of this Option with respect to the shares not yet exercised. The captions used in this Lease are for convenience only and Corporation shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. have sole discretion to determine what constitutes such failure. 5.9 This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease Agreement shall be construed and enforced in accordance with the laws of the State Commonwealth of California. The language in all parts Pennsylvania, other than any choice of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly law rules calling for or against either Landlord or Tenant. When the context application of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right laws of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseanother jurisdiction.

Miscellaneous. Should The rights and obligations set forth in this License Agreement shall apply to any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force all successors and effect. Time is permitted assigns of the essence with respect to Parties hereto. This License Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by either party of any of the performance of every provision of this Lease provisions hereof will be effective unless explicitly set forth in which time of performance is a factorwriting and signed by the waiving party. The captions used Except as otherwise set forth in this Lease are for convenience only and shall not be considered License Agreement, no failure to exercise, or delay in the construction exercising, any rights, remedy, power, or interpretation of any provision hereof. Any executed copy of privilege arising from this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord License Agreement will operate or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaningwaiver thereof; nor will any single or partial exercise of any right, and not strictly for remedy, power, or against either Landlord privilege hereunder preclude any other or Tenantfurther exercise thereof or the exercise of any other right, remedy, power, or privilege. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership If any term or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursementLicense Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this License Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Landlord and Tenant agree Upon a determination that (i) any term or other provision is invalid, illegal, or unenforceable, the gross leasable area parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the Premises includes any atriumsparties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law. Licensee acknowledges that a breach by Licensee of this License Agreement may cause Licensor irreparable harm, depressed loading docksfor which an award of damages would not be adequate compensation and agrees that, covered entrances in the event of such a breach or egressesthreatened breach, Licensor will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and covered loading areasany other relief that may be available from any court, (ii) each has had an opportunity and Licensee hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to determine be exclusive but are be in addition to its satisfaction the actual area of the Project and the Premisesall other remedies available under this License Agreement at law or in equity, (iii) all measurements of area contained subject to any express exclusions or limitations in this Lease are conclusively agreed License Agreement to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factorcontrary. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.[Signature page follows]

Miscellaneous. Should any provision 19.01 This Licence will inure to the benefit of, and be binding on, the parties and their respective heirs, executors, successors and permitted assigns. 19.02 The laws of British Columbia will govern the interpretation of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, Licence and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision the parties' obligations under this Licence. 19.03 Any power conferred or duty imposed on a Ministry employee referred to in this Licence may be exercised or fulfilled by another Ministry employee designated or authorized to do so by the Minister, the Chief Forester, the Regional Manager, or the District Manager, as appropriate. 19.04 The Schedules to this Licence are deemed to be part of this Lease in which time of performance is a factor. The captions used Licence. 19.05 Nothing in this Lease are for convenience only and shall not be considered in the construction Licence or interpretation of any provision hereof. Any executed copy of a cutting permit issued under this Lease shall be deemed an original for all purposes. This Lease shall, subject Licence is to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according authorizing the Licensee to its fair meaningengage in any activities or carry out any operations otherwise than in compliance with the requirements of the forestry legislation. 19.06 Subject to this Licence and all applicable legislation, and including but not strictly for or against either Landlord or Tenant. When restricted to the context of this Lease requiresforestry legislation, the neuter gender includes Minister will ensure that the masculineobligations under this Licence of the Ministry employees referred to in this Licence are fulfilled. 19.07 The Licensee must: (a) comply with the forestry legislation; and (b) ensure that its employees, agents and contractors comply with the forestry legislation when engaging in or carrying out activities or operations under or associated with the Licence. 19.08 Nothing in this Licence entitles the Licensee to have an area of Schedule “A” Land subject to a timber licence or Schedule “B” Land, to be replaced with another area, or to have rights awarded under another agreement under the Forest Act, in the event: (a) timber is damaged or destroyed by pests, fire, wind or other natural causes; (b) an area of land is deleted from the licence area under the forestry legislation, or under any other Act or regulation; or this Licence expires, is surrendered, is cancelled or otherwise terminated. 19.09 At the request of the Regional Manager or District Manager, the feminine, a partnership Licensee will survey and define on the ground any or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area all boundaries of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaselicence area.

Miscellaneous. Should A. This Agreement shall have no force or effect unless and until such time as it is accepted by Administrator in the State of Georgia. B. This Agreement is not assignable by Dealer without the prior w ▇▇▇▇▇▇ consent of Administrato r and shall not be construed to make Dealer an agent, expressed or implied, or an employee of Administrator. C. If any provision of this Lease prove Agreement is held invalid under the law or r egulations of any state w here used, such provision shall be deemed not to be invalid or illegalpart of this Agreement in su ch state. The invalidation of any provision of this Agreement, such invalidity or illegality shall in no way affect, impair or not invalidate any other provision hereof. D. Administrator reserves the right to an offset of any losses/expenses relating and c onnected to Dealer’s Contract/PMA Agreeme nt business against any funds due to Dealer. E. The Administrator must regularly review Rates and Classi ng Guidelines and make changes to ensure actuarial soundness of Rates. Administrator may , and such remaining provisions shall remain in full force and effect. Time is from time to time, take any action to ensure the actuarial soundness of the essence Rates including, but not limited to, increasing the Rates required on fu ture Contracts/PMA Agreements or surcharging future Contracts/PMA Agreements. Administrator will notify Dealer within a reasonable time period of the nature of the action to be taken. Dealer agrees, w ithin sixty (60) days after receipt of notice by Administrator, to act in accordance with respect Administrator’s request to increase the Rates req uired on future Contracts/PMA Agreements and/or surcharge future Contracts/PMA Agreements, as the case may be. If Dealer does not agree to or adhere to such modifications prescribed by Administrator, this Agreement shall be terminated effective at the end o f the ninety (90) day period. F. Dealer shall immediately notify Administrator by mail of any lawsuit, regulatory inquiry, or complaint about the SC or PM ▇▇ ▇▇▇▇▇ or any Contract/PMA Agreement. G. The forbearance or neglect by Administrator and/or Administrator’s or obligor’s insurer to insist upon the performance of every an y paragraph, term, or provision of this Lease Agr eement, or its failure to take advantage of its right and privileges in which time case any ▇▇▇▇▇ tion hereof by Dealer, shall not constitute a waiver of any such right and privileges. H. Dealer’s pow er and authority shall extend no further than as expressly stated herein and no pow er or authority shall be impl ied from granting or denial of any powers specifically mentioned herein. Administrator shall exercise no control w hatsoever over t he hours, office location, staff or employees or manner of performance of duties of Dealer hereunder except as herein provided. I. If any legal action or other proceeding is a factor. The captions used in this Lease are brought for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy enforcement of this Lease shall be deemed an original for all purposes. This Lease shallAgreement, subject includi ng but not limited to the provisions regarding assignmentany a lleged dispute, apply to and bind the respective heirsbreach, successorsantic ipatory breach, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowancesdefault, or other matters described any all eged misrepresentation in this Lease where area is a factor. Where a party hereto is obligated not to perform connection w ith any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of thi s Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in addition to any other relief to which they may be entitled. J. Except as otherwise explicitly provided here, all notices, demands, or communications regarding this LeaseAgreement shall be in writing, signed by the party serving the same, and depos ited, postage prepaid in the United States Postal Serv ices as certified or registered mail, delivered by commercial courier to the appropriate address. K. This Agreement contains t he entire Agreement betw een the Parties and supersedes all prior agreements either oral or w ▇▇▇▇▇▇, between the Dealer and Administrator, and may not be amended except in writing signed by both parties. INDS -901 AO (3/14)

Miscellaneous. Should (a) Neither Agent nor any provision Lender shall be responsible for the failure of this Lease prove any Non-Funding Lender to be invalid make a Credit Extension or illegal, such invalidity or illegality shall in no way affect, impair or invalidate make any other provision hereofadvance required hereunder. The failure of any Non-Funding Lender to make any Credit Extension or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, and such remaining provisions an “Other Lender”) of its obligations to make the Credit Extension or payment required by it, but neither any Other Lender nor Agent shall remain in full force and effectbe responsible for the failure of any Non-Funding Lender to make a Credit Extension or make any other payment required hereunder. Time is of Notwithstanding anything set forth herein to the essence contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the performance calculation of every provision “Required Lender” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Applicable Commitments and all of the outstanding Credit Extensions of that Non-Funding Lender for an amount equal to the principal balance of the Credit Extensions held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed assignment agreement reasonably acceptable to Agent. (b) Each Lender shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Credit Extension and the ratable distribution of interest, fees and reimbursements paid or made by any Credit Party. Notwithstanding the foregoing, if this Lease in which time Agreement requires payments of performance is principal and interest to be made directly to the Lenders, a factor. The captions used in this Lease are for convenience only and Lender receiving a scheduled payment shall not be considered responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Agent (for Agent to redistribute to itself and the Lenders in a manner to ensure the payment to Agent of any sums due Agent hereunder and the ratable repayment of each Lender’s portion of any Credit Extension and the ratable distribution of interest, fees and reimbursements) such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities and whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, shall be received by a Lender in excess of its ratable share, then (i) the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for application to the payments of amounts due on the other Lender’s claims, or, in the construction or interpretation case of any provision hereof. Any executed copy Collateral, shall hold such Collateral for itself and as agent and bailee for Agent and other Lenders and (ii) such Lender shall promptly advise Agent of this Lease the receipt of such payment, and, within five (5) Business Days of such receipt and, in the case of payments and distributions, such Lender shall purchase (for cash at face value) from the other Lenders (through Agent), without recourse, such participations in the Credit Extension made by the other Lenders as shall be deemed an original for all purposes. This Lease shall, subject necessary to cause such purchasing Lender to share the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns excess payment ratably with each of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced them in accordance with the laws respective Pro Rata Shares of the State Lenders; provided, however, that if all or any portion of California. The language in all parts such excess payment is thereafter recovered by or on behalf of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requiresCredit Party from such purchasing Lender, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, purchase shall be rescinded and the singular includes purchase price restored to the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents extent of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of recovery, but without interest; provided, further, that the provisions of this LeaseSection shall not be construed to apply to (x) any payment made by a Credit Party pursuant to and in accordance with the express terms of this Agreement or the other Financing Documents, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Applicable Commitment pursuant to Section 13.1. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. No documentation other than notices and the like shall be required to implement the terms of this Section. Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section and shall in each case notify the Lenders following any such purchases.

Miscellaneous. Should 3.1 Developer shall make all commercially reasonable efforts to ensure that Covenantor acts as required by this Agreement. 3.2 Covenantor agrees that in the event of a breach of this Agreement, Licensor would be irreparably injured and be without an adequate remedy at law. Therefore, in the event of such a breach, or threatened or attempted breach of any of the provisions hereof, Licensor shall be entitled to enforce the provisions of this Agreement and shall be entitled, in addition to any other remedies which are made available to it at law or in equity (including any right to terminate the Development Agreement or any operating agreement, as provided therein), to a temporary and/or permanent injunction and a decree for the specific performance of the terms of this Agreement, without the necessity of showing actual or threatened harm and without being required to furnish a bond or other security. 3.3 Covenantor agrees to pay all expenses (including court costs and reasonable attorneys' fees) incurred by Licensor and Developer in enforcing this Agreement. 3.4 Any failure by Licensor or the Developer to object to or take action with respect to any breach of any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and Agreement by Covenantor shall not be considered in the construction operate or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according waiver of or consent to its fair meaningthat breach or any subsequent breach by Covenantor. 3.5 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REFERENCE TO CHOICE OF LAW PRINCIPLES. COVENANTOR HEREBY IRREVOCABLY SUBMITS HIMSELF TO THE JURISDICTION OF THE STATE AND THE FEDERAL DISTRICT COURTS LOCATED IN THE STATE, COUNTY OR JUDICIAL DISTRICT IN WHICH THE LICENSOR'S PRINCIPAL PLACE OF BUSINESS IS LOCATED. COVENANTOR HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. COVENANTOR HEREBY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON HIM IN ANY PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY APPLICABLE STATE OR FEDERAL LAW. COVENANTOR FURTHER AGREES THAT VENUE FOR ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE THE COUNTY OR JUDICIAL DISTRICT IN WHICH LICENSOR'S PRINCIPAL PLACE OF BUSINESS IS LOCATED AT THE TIME SUCH PROCEEDING IS COMMENCED; PROVIDED, HOWEVER, WITH RESPECT TO ANY ACTION WHICH INCLUDES INJUNCTIVE RELIEF OR OTHER EXTRAORDINARY RELIEF, LICENSOR OR DEVELOPER MAY BRING SUCH ACTION IN ANY COURT IN ANY STATE WHICH HAS JURISDICTION. 3.6 The parties acknowledge and agree that each of the covenants contained herein are reasonable limitations as to time, geographical area, and scope of activity to be restrained and do not strictly for impose a greater restraint than is necessary to protect the goodwill or against either Landlord or Tenant. When the context other business interests of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the pluralLicensor. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it parties agree that each of the foregoing covenants shall do so at its sole cost and expense without right be construed as independent of reimbursement from the any other party unless a covenant or provision of this Lease Agreement. If all or any portion of a covenant in this Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in any unappealed final decision to which Licensor is a party, Covenantor expressly requires reimbursement. Landlord agrees to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and Tenant agree that (i) made a part of this Agreement. 3.7 This Agreement contains the gross leasable area entire agreement of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, parties regarding the subject matter hereof. This Agreement may be modified only by a duly authorized writing executed by all parties. 3.8 All notices and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed demands required to be correct given hereunder shall be in writing and binding upon the partiesshall be sent by personal delivery, even if a subsequent measurement of any one of these areas determines that it is more expedited delivery service, certified or less than the amount of area reflected in this Leaseregistered mail, and return receipt requested, first-class postage prepaid, facsimile, telegram or telex (iv) any such subsequent determination provided that the area is more sender confirms the facsimile, telegram or less than shown in this Lease telex by sending an original confirmation copy by certified or registered mail or expedited delivery service within three (3) business days after transmission), to the respective parties at the following addresses unless and until a different address has been designated by written notice to the other parties. If directed to Licensor, the notice shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.addressed to:

Miscellaneous. Should This Loan Agreement or any part hereof, may not be assigned by Borrower without the written consent of Lender and shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, permitted successors and assigns. This Loan Agreement and/or the note or any part thereof may be assigned by Lender without the consent of Borrower. No amendment hereunder shall be effective unless in writing signed by the parties hereto and no waiver hereunder shall be effective unless in writing, signed by the party to be charged. No failure to exercise, no delay in exercising, and no single or partial exercise on the part of Lender of any right, remedy, or power hereunder, shall operate as a waiver thereof or preclude Lender from exercising any other right, remedy or power hereunder. Any provision of this Lease prove Loan Agreement or the Note which is unenforceable in any jurisdiction shall, as to such jurisdiction, be invalid ineffective to the extent of such prohibition or illegalunenforceability, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such without invalidating the remaining provisions shall remain in full force and effect. Time is hereof or of the essence with respect note. The representations, warranties, obligations and indemnities of Borrower herein shall survive the termination of this Loan Agreement to the performance extent required for their full observance and performance. The obligation of every provision each comaker (if any) of this Lease in which Loan Agreement or the Note shall be primary, joint and several and each such comaker hereby irrevocably consents to any extension of time of performance is a factorpayments and/or the execution of any refinancing or restructuring agreements relative to this Loan Agreement or the Note. In the event Borrower fails to meet any obligation of it hereunder, Lender may at its option satisfy such obligation and Borrower shall reimburse Lender on demand therefor. The captions used in this Lease Loan Agreement are for convenience only and shall not be considered in define or limit any of the construction or interpretation of any provision terms hereof. Any This Loan Agreement may be executed copy of this Lease in counterparts and all said counterparts taken together shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than constitute one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the pluralsame instrument. The terms “shall”THIS LOAN IS SECURED BY THE TERMS OF THAT CERTAIN SECURITY AGREEMENT OF EVEN DATE BY AND BETWEEN BORROWER AND LENDER HEREUNDER, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.ATTACHED HERETO AS EXHIBIT C.

Miscellaneous. Should 31.1 The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. If there is more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. Time is of the essence of this Lease and each and all of its provisions. Submission of this instrument for examination or signature by ▇▇▇▇▇▇ does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. Subject to Article 15 hereof, this Lease shall benefit and bind Landlord and ▇▇▇▇▇▇ and the personal representatives, heirs, successors and assigns of Landlord and ▇▇▇▇▇▇. Unless required by a lender pursuant to section 22.1, neither this Lease nor any memorandum, short form, affidavit or other writing with respect thereto, shall be recorded by Tenant or anyone acting through, under or on behalf of Tenant. Tenant shall not, without the prior written consent of Landlord, use the name of the Project or the Building for any purpose other than as the address of the business to be conducted by Tenant in the Premises. If any provision of this Lease prove is determined to be invalid illegal or illegalunenforceable, such invalidity or illegality determination shall in no way affect, impair or invalidate not affect any other provision hereof, of this Lease and all such remaining other provisions shall remain in full force and effect. Time is This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of the essence with respect any statute to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be considered in entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the construction rent or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context impliesother amounts owing hereunder against Landlord. If Tenant consists requests the consent or approval of more than one person Landlord to any assignment, sublease or entityother action by ▇▇▇▇▇▇, then all members of Tenant shall be jointly pay on demand to Landlord all costs and severally liable hereunderexpenses, including, without limitation, reasonable attorneys’ fees, incurred by Landlord in connection therewith. This Lease shall be governed by and construed and enforced in accordance with the laws of the State of California. The language in all parts . 31.2 Tenant acknowledges that the late payment by Tenant of this Lease shall in all cases be construed as a whole according any monthly installment of Base Rent or additional monthly rent will cause Landlord to its fair meaning, incur costs and not strictly for or against either Landlord or Tenant. When the context of this Lease requiresexpenses, the neuter gender includes the masculineexact amount of which is extremely difficult and impractical to fix. Such costs and expenses will include, the femininewithout limitation, administration and collection costs and processing and accounting expenses. Therefore, if any monthly installment of Base Rent or additional monthly rent is not received by Landlord from Tenant within five (5) Business Days after such installment is due, Tenant shall immediately pay to Landlord a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required late charge equal to do something by this Lease, it shall do so at its sole cost and expense without right five percent (5%) of reimbursement from the other party unless a provision of this Lease expressly requires reimbursementsuch delinquent installment. Landlord and Tenant agree that such late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by ▇▇▇▇▇▇’s failure to make timely payment. In no event shall such late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any monthly rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay each installment of monthly rent due under this Lease in a timely fashion, including the right to terminate this Lease. All amounts of money payable by Tenant to Landlord hereunder, if not paid when due, shall bear interest from the due date until paid at the rate (ithe “Interest Rate”) equal to ten percent (10%) per annum. 31.3 If there is any legal action or proceeding between Landlord and Tenant to enforce any provision of this Lease or to protect or establish any right or remedy of either Landlord or Tenant hereunder, the gross leasable unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith. If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees shall be included in and as a part of such judgment. Notwithstanding the foregoing, however, Landlord shall be deemed the prevailing party in any unlawful detainer or other action or proceeding instituted by Landlord based upon any default or alleged default of Tenant hereunder if (a) judgment is entered in favor of Landlord, or (b) prior to trial or judgment Tenant pays all or any portion of the rent claimed by Landlord, vacates the Premises, or otherwise cures the default claimed by Landlord. 31.4 Exhibit A (Plan Outlining the Premises), Exhibit B (Approved Plans) and Exhibit C (Rules and Regulations) and any other attachments specified in the Basic Lease Information are attached to and made a part of this Lease. Landlord and Tenant agree that the rentable area of the Premises includes as calculated as of the date of this Lease is accurately set forth in the Basic Lease Information. 31.5 Landlord and Tenant each hereby expressly, irrevocably, fully and forever releases, waives and relinquishes any atriumsand all right to trial by jury and any and all right to receive punitive, depressed loading docksexemplary and consequential damages from the other (or any past, covered entrances present or egressesfuture board member, trustee, director, officer, employee, agent, representative, or advisor of the other) in any claim, demand, action, suit, proceeding or cause of action in which Landlord and Tenant are parties, which in any way (directly or indirectly) arises out of, results from or relates to any of the following, in each case whether now existing or hereafter arising and whether based on contract or tort or any other legal basis: This Lease; any past, present or future act, omission, conduct or activity with respect to this Lease; any transaction, event or occurrence contemplated by this Lease; the performance of any obligation or the exercise of any right under this Lease; or the enforcement of this Lease. Landlord and Tenant reserve the right to recover actual or compensatory damages, with interest, attorneys’ fees, costs and expenses as provided in this Lease, for any breach of this Lease. 31.6 Landlord reserves the right (upon thirty (30) days’ prior notice to, but otherwise without the consent of Tenant) to make improvements and/or additions to portions of the Building, including, without limitation, adding floor area to one or more existing floors of the Building, and covered loading areasto undertake structural and seismic improvement projects in the Project. Such construction activity may result in columns, (ii) each has had an opportunity beams and other structural components being placed in the Premises to determine accommodate the construction work and/or the permanent additions and/or expansions to its satisfaction be constructed. Any such construction activity is entirely discretionary with Landlord, and ▇▇▇▇▇▇ agrees that no representation, express or implied, with respect to the actual area future condition of the Building or the Project or any improvements thereto have been made to Tenant by Landlord or any Landlord representative. Tenant hereby waives any and all rights or claims of any kind for rent offsets or based on constructive eviction, nuisance, or interference with enjoyment which may arise in connection with or result from such construction activities; provided, however, Landlord shall use commercially reasonable efforts to minimize disruption of Tenant’s business caused by such construction activities. If the Premises are altered by reason of such improvements, ▇▇▇▇▇▇▇▇ agrees to re-measure the Premises following the completion of the improvements and to adjust Tenant’s rental obligations hereunder based on the new square footage of the Premises, as determined by Landlord. 31.7 Within sixty (iii60) days following June 30 and December 31 of each calendar year, Tenant shall furnish to Landlord copies of true and accurate copies of Tenant’s internally prepared financial statements for such calendar year reflecting ▇▇▇▇▇▇’s then current financial situation. In addition, at any time within fifteen (15) days after ▇▇▇▇▇▇▇▇’s request therefor (but in no event more than once per calendar year), Tenant shall furnish to Landlord copies of true and accurate copies of ▇▇▇▇▇▇’s most recent internally prepared financial statements reflecting ▇▇▇▇▇▇’s then current financial situation. In the event that ▇▇▇▇▇▇ begins utilizing an outside accountant and/or preparing audited financial statements, then the financial statements required by this section 31.7 shall be the financial statements prepared by such outside accountant and, if applicable, on an audited basis. All financial statements provided to Landlord shall be prepared in accordance with GAAP and certified by a responsible officer of Tenant as presenting fairly in all measurements material respects the financial condition and results of area operations of Tenant. Landlord shall use good faith efforts to keep such information received from Tenant confidential, except that Landlord may disclose such financial information received from Tenant to any lender or prospective lender for, or purchaser or prospective purchaser of, the Building, as necessary in the course of any litigation arising out of or concerning this Lease, or as required by applicable law, and provided however that the foregoing confidentiality requirement shall be inapplicable in the event the subject financial information is made publicly available by the Securities and Exchange Commission or any other governmental body. “GAAP” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, and that are consistently applied for all periods, after the date hereof, so as to properly reflect the financial position of Tenant, except that any accounting principle or practice required to be changed by the Financial Accounting Standards Board (or other appropriate board or committee of the said Board) in order to continue as a generally accepted accounting principle or practice may be so changed. 31.8 Notwithstanding any other provision of this Lease, the liability of Landlord for its obligations under this Lease is limited solely to Landlord’s interest in the Project as the same may from time to time be encumbered, and no personal liability shall at any time be asserted or enforceable against any other assets of Landlord or against the constituent shareholders, partners or other owners of Landlord, or the directors, officers, employees and agents of Landlord or such constituent shareholder, partner or other owner, on account of any of Landlord’s obligations or actions under this Lease. 31.9 ▇▇▇▇▇▇ agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord, and that disclosure of the terms hereof could adversely affect the ability of Landlord to negotiate with other tenants. Tenant hereby agrees that Tenant and its partners, officers, directors, employees, agents, real estate brokers and sales persons and attorneys shall not disclose the terms of this Lease to any other person without ▇▇▇▇▇▇▇▇’s prior written consent, except to any accountants of Tenant in connection with the preparation of Tenant’s financial statements or tax returns, to an assignee of this Lease or sublessee of the Premises, or to an entity or person to whom disclosure is required by applicable law or in connection with any action brought to enforce this Lease. 31.10 The square footage figures contained in this Lease shall be final and binding on the parties. Landlord reserves the right to periodically remeasure the Project, the Building and/or the Premises in accordance with generally accepted industry standards, which may result in an increase or decrease in the number of rentable square feet contained therein, provided that such remeasurement shall not under any circumstances result in an increase or decrease in the Base Rent payable by Tenant hereunder. In the event of such an adjustment in the rentable square footage, ▇▇▇▇▇▇’s Percentage Share shall be adjusted accordingly. Subject to the foregoing, the square footage figures contained in this Lease are conclusively agreed to be correct final and binding upon on the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should Each party represents that it has not had any provision dealings with any real estate broker, finder, or other person with respect to this Lease who is entitled to commission in connection with the execution of this Lease. Each party shall hold harmless the other from all damages or claims that may be asserted by any broker, finder, or other person with whom the indemnifying party has purportedly dealt. This Lease shall in all respects be governed by and construed in accordance with the laws of the state in which the Premises are located. If any term of this Lease prove is held to be invalid or illegalunenforceable by any court of competent jurisdiction, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions then the remainder of this Lease shall remain in full force and effecteffect to the fullest extent possible under the law, and shall not be affected or impaired. This Lease may not be amended except by the written agreement of all parties hereto. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignmentassignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of The captions used in this Lease requires, are for convenience only and shall not be considered in the neuter gender includes the masculine, the feminine, a partnership construction or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissiveinterpretation of any provision hereof. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a specific provision of this Lease expressly requires reimbursementis made therefor. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances Whenever one party’s consent or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed approval is required to be correct and binding upon given as a condition to the parties, even if a subsequent measurement of other party’s right to take any one of these areas determines that it is more or less than the amount of area reflected in action pursuant to this Lease, and (iv) any unless another standard is expressly set forth, such subsequent determination that the area is more consent or less than shown in this Lease approval shall not result be unreasonably withheld or delayed. This Lease may be executed in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasecounterparts.

Miscellaneous. Should (a) This Lease and the exhibits attached hereto contain and embody the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between Landlord and Landlord’s agents and Tenant not contained in this Lease and exhibits shall be of any force or effect. This Lease may not be modified, changed or terminated in whole or in part in any manner other than by an agreement in writing duly signed by both parties hereto. (b) The terms, covenants and conditions hereof shall be binding upon and inure to the permitted successors in interest and assigns of the parties hereto. Landlord may freely and fully assign its interest hereunder. (c) If any provisions of this Lease or the application thereof to any person or circumstances shall to any extent be held void, unenforceable or invalid, then the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held void, unenforceable or invalid shall not be affected thereby, and each provision of this Lease prove to shall be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, valid and such remaining provisions shall remain in full force and effect. Time is of the essence with respect enforceable to the performance of every provision of fullest extent permitted by law. (d) Tenant shall not record this Lease without the written consent of Landlord, which may be given or denied in which time of performance is a factorLandlord’s sole discretion. If Landlord consents to such recordation, the cost thereof shall be paid by Tenant. (e) The captions used in and headings throughout this Lease are for convenience and reference only and the words contained therein shall not in no way be considered in held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or interpretation meaning of any provision hereof. Any executed copy of, or the scope of the intent of, this Lease, nor in any way affect this Lease. (f) Nothing contained in this Lease shall be deemed an original for all purposes. This Lease shallor construed to create a partnership or joint venture of or between Landlord and Tenant, subject or to create any other relationship between the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns parties hereto other than that of Landlord and Tenant. “Party” . (g) Feminine or neuter pronouns shall mean Landlord be substituted for those of the masculine form, the plural shall be substituted for singular number and vice versa in any place or Tenant, as places herein in which the context implies. If Tenant consists of more than one person may require such substitute or entity, then all members of Tenant shall be jointly and severally liable hereunder. substitutions. (h) This Lease shall is to be construed and enforced in accordance with under the laws of the State of California. The language jurisdiction in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When which the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” property is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaselocated.

Miscellaneous. Should any provision of this Lease prove (a) The parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effecteffect and is hereby ratified and confirmed in all respects. Time is Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement. (b) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (c) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (d) Subject to the satisfaction of the essence conditions set forth in Section 3 below, this Amendment shall be effective as of the date of this Amendment first written above. (e) The Collateral Agent, the Collateral Administrator and the Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall not be responsible or accountable in any way whatsoever for or with respect to the performance validity, execution or sufficiency of this Amendment and make no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be entitled to the benefit of every provision of this Lease in which time the Loan and Security Agreement relating to the conduct or affecting the liability of performance is a factoror affording protection to the Collateral Agent, the Collateral Administrator and the Securities Intermediary, including their right to be compensated, reimbursed and indemnified, whether or not elsewhere herein so provided. The captions used in Administrative Agent, by its signature hereto, authorizes and directs the Collateral Agent, the Collateral Administrator and the Securities Intermediary to execute this Lease are for convenience only and shall not be considered in Amendment. (f) The individual executing this Amendment on behalf of the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject Company hereby certifies to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree Administrative Agent that (i) the gross leasable area all of the Premises includes representations and warranties set forth in Section 6.01 of the Loan and Security Agreement are true and correct (subject to any atriums, depressed loading docks, covered entrances or egresses, materiality qualifiers set forth therein) and covered loading areas, (ii) each no Default, Event of Default or Market Value Cure Failure has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseoccurred.

Miscellaneous. Should (a) Guarantor further agrees that Landlord may, without notice, assign this Guaranty in whole or in part. If Landlord disposes of its interest in the Lease, “Landlord,” as used in this Guaranty, shall mean Landlord’s successors and assigns. (b) Guarantor promises to pay all costs of collection or enforcement incurred by Landlord in exercising any provision remedies provided for in the Lease or this Guaranty whether at law or in equity. If any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Guaranty, or to recover damages for the breach thereof, the party prevailing in any such action or proceedings shall be entitled to recover from the non-prevailing party all attorneys’ fees and reasonable costs and expenses incurred by the prevailing party. As used herein, “attorneys’ fees” shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. The term “attorneys’ fees” shall also include, without limitation, all such fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings. (c) Guarantor shall, from time to time within ten (10) days after receipt of Landlord’s request, execute, acknowledge and deliver to Landlord a statement certifying (i) that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications), (ii) the address of Guarantor to which all notices and communications under this Guaranty shall be sent, and (iii) to such other matters as may be reasonably requested by Landlord. Such certificate may be relied upon by any prospective purchaser, lessor or lender of the Premises. (d) If any portion of this Lease prove to Guaranty shall be invalid deemed invalid, unenforceable or illegalillegal for any reason, such invalidity invalidity, unenforceability or illegality shall in no way affectnot affect the balance of this Guaranty, impair or invalidate any other provision hereof, and such remaining provisions which shall remain in full force and effect. Time is of the essence with respect effect to the performance of every provision maximum permitted extent. (e) The provisions, covenants and guaranties of this Lease in which time Guaranty shall be binding upon Guarantor and its heirs, successors, legal representatives and assigns, and shall inure to the benefit of performance is a factor. The captions used in this Lease are for convenience only Landlord and its successors and assigns, and shall not be considered deemed waived or modified unless such waiver or modification is specifically set forth in writing, executed by Landlord or its successors and assigns, and delivered to Guarantor. (f) Whenever the construction words “include”, “includes”, or interpretation of any provision hereof. Any executed copy of “including” are used in this Lease Guaranty, they shall be deemed an original for all purposes. This Lease shallto be followed by the words “without limitation”, subject to and, whenever the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord circumstances or Tenant, as the context implies. If Tenant consists of more than one person or entityrequires, then all members of Tenant shall be jointly and severally liable hereunder. This Lease the singular shall be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and vice versa. This Guaranty shall be interpreted and enforced without the aid of any canon, custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provision in question. (g) Each of the rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law or in the Lease or this Guaranty. (h) The provisions of this Guaranty, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and interpreted solely in accordance with the laws of the State of California. The language in all parts New York (including Section 5-1401 of this Lease shall in all cases be construed as a whole according the New York General Obligations Law, but otherwise without regard to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context conflicts of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that law principles). (i) the gross leasable area The execution of this Guaranty prior to execution of the Premises includes any atriumsLease shall not invalidate this Guaranty or lessen the Obligations of Guarantor hereunder. (j) The Recitals set forth above are hereby incorporated by this reference and made a part of this Guaranty. Guarantor hereby represents and warrants that the Recitals are true and correct. (k) Each entity or individual comprising Guarantor shall be jointly and severally liable to Landlord for the faithful performance of this Guaranty. (l) Notwithstanding anything else to the contrary herein, depressed loading docks, covered entrances or egresses, this Guaranty shall terminate and covered loading areas, Guarantor shall automatically be released from its guaranty hereunder upon the earlier to occur of (i) payment in full of the Obligations (other than contingent indemnification and expense reimbursement obligations that are not yet due and payable) and (ii) each has had an opportunity to determine to its satisfaction the actual area one year of the Project and termination of the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, whether following the expiration of the Initial Term or any Renewal Term or otherwise; provided that such termination and (iv) any such subsequent determination that the area is more or less than shown in this Lease release shall not result in a change in any of apply to this clause (ii) with respect to Obligations for which claims or demands have been made under this Guaranty prior to the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents end of such party. Landlord shall one year period, and which Obligations have not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasebeen satisfied.

Miscellaneous. Should any provision a. This Lease shall be binding upon and inure to the benefit of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofthe successors and assigns of Landlord, and such remaining provisions shall remain in full force be binding upon and effect. Time is of the essence with respect inure to the performance benefit of every provision Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns. b. All rights and remedies of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only Landlord and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of Tenant under this Lease shall be deemed an original for all purposescumulative and none shall exclude any other rights or remedies allowed by law. This Lease shallis declared to be a Tennessee contract, subject to and all of the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease terms hereof shall be construed and enforced in accordance with according to the laws of the State of CaliforniaTennessee. c. This Lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. d. If Tenant is a corporation, partnership, limited liability company or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors, partners or members) for the execution, delivery and performance of this Lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. e. To the extent permitted by applicable law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of landlord and tenant, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage. The language In the event Landlord commences any proceedings for nonpayment of rent or any other amounts payable hereunder, Tenant shall not interpose any counterclaim of whatever nature or description in all parts any such proceeding, unless the failure to raise the same would constitute a waiver thereof. This shall not, however, be construed as a waiver of Tenant’s right to assert such claims in any separate action brought by Tenant. f. If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall in all cases be construed as a whole according valid and shall be enforceable to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” extent permitted by law. g. Time is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected essence in this Lease. h. Tenant represents and warrants to Landlord that Tenant did not deal with any broker in connection with this Lease other than Corporate Real Estate Advisors and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Principal Broker”), who shall be paid by Landlord per a separate agreement. Tenant shall indemnify, defend and hold Landlord harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (ivincluding, without limitation, court costs, reasonable attorneys’ fees and litigation expenses) arising from any claims or demands of any other broker or brokers or finders for any commission alleged to be due such subsequent determination that other broker or brokers or finders claiming to have dealt with Tenant in connection with this Lease or with whom Tenant hereafter deals or whom Tenant employs. i. If Tenant comprises more than one person, corporation, partnership, limited liability company or other entity, the area is more liability hereunder of all such persons, corporations, partnerships or less than shown other entities shall be joint and several. j. Landlord’s receipt of any Rental payable by Tenant hereunder with knowledge of the breach of a covenant or agreement contained in this Lease shall not result be deemed a waiver of the breach. No acceptance by Landlord of a lesser amount than the installment of Rental which is due shall be considered, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed, an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy provided in this Lease. k. Submission of this instrument for examination shall not constitute a change reservation of or option to lease the Premises or in any manner bind Landlord, and no lease or obligation on Landlord shall arise until this instrument is signed and delivered by Landlord and Tenant. l. Any claim, cause of action, liability or obligation arising under the computations term of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where and under the provisions hereof in favor of a party hereto is obligated not to perform against or obligating the other party hereto and all of Tenant’s indemnification obligations hereunder shall survive the expiration or any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions earlier termination of this Lease.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. (a) Time is of the essence with respect of this Sublease and of the performance by Subtenant of each and every term and condition of this Sublease and of each and every term and condition of the Master Lease which the Subtenant has herein agreed to keep and perform. (b) This Sublease contains all of the agreements between Sublandlord and Subtenant relating to the performance of every provision Demised Premises and may not be modified except by written instrument duly executed by the parties. (c) The terms and conditions of this Lease in which time Sublease shall extend to and be binding upon the heirs, successors and permitted assigns of performance the respective parties. (d) Subtenant agrees that Sublandlord, or if Sublandlord is a factor. The captions used partnership, its partners, whether general or limited, or if Sublandlord is a corporation, its directors, officers or shareholders, or if Sublandlord is a limited liability company, its members, shall never be personally liable for the recovery of any judgment from Sublandlord. (e) [INTENTIONALLY DELETED] (f) Subtenant shall not permit any instruments to be recorded against the Demised Premises without the prior written consent of Sublandlord; provided, however, that if Master Landlord consents to the recording of a memorandum of the Lease, then Sublandlord shall execute a recordable memorandum of this Sublease in this Lease are for convenience only a form acceptable to Sublandlord and shall not consent to the recording of the same at Subtenant’s cost and expense. (g) This Sublease may be considered signed in the construction or interpretation any number of any provision hereof. Any executed copy counterparts, each of this Lease which shall be deemed an original for but all purposesof which together shall constitute one instrument. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant Facsimile signatures shall be jointly enforceable against the parties. (h) This Sublease and severally liable hereunder. This Lease the rights and obligations of parties hereto shall be construed interpreted, constructed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that Illinois. (i) the gross leasable area of the Premises includes If any atriumsparty brings any suit, depressed loading docksaction, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowancescounterclaim, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not arbitration to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of enforce the provisions of this LeaseAgreement, the prevailing party shall be entitled to recover attorneys’ fees and litigation expenses in addition to court costs.

Miscellaneous. Should any provision of (1) The Subscription Receipt Agent will disburse monies according to this Lease prove Agreement only to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effectthe extent that monies have been deposited with it. Time The Subscription Receipt Agent is acting hereunder as Escrow Agent at the request of the essence with respect to Corporation and the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only Subscription Receiptholders and shall not be considered responsible as Escrow Agent except for its duties of receiving, holding and disbursing the Escrowed Proceeds and any amount payable pursuant to section 7.3 or 7.4 pursuant to the terms and conditions of this Agreement. (2) In the event that the Subscription Receipt Agent shall hold any amount of interest or other distributable amount which is unclaimed or which cannot be paid for any reason, other than the gross negligence, wilful misconduct or fraud of the Subscription Receipt Agent, the Subscription Receipt Agent shall be under no obligation to invest or reinvest the same but shall only be obligated to hold the same on behalf of the person or persons entitled thereto in a current or other non-interest bearing account pending payment to the person or persons entitled thereto. The Subscription Receipt Agent shall, as and when required by law, and may at any time prior to such required time, pay all or part of such interest or other distributable amount so held to the appropriate official or agency, in the construction or interpretation Province of any provision hereof. Any executed copy of this Lease British Columbia whose receipt shall be deemed an original good discharge and release of the Subscription Receipt Agent for all purposes. This Lease shall, subject such amounts. (3) The Subscription Receipt Agent shall be entitled to act and rely absolutely on the Release Certificate and shall be entitled to release the Escrowed Proceeds upon the receipt of the Release Certificate as provided for in this Agreement. (4) The Corporation hereby represents to the provisions regarding assignmentSubscription Receipt Agent that any account to be opened by, apply or interest to and bind be held by, the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord Subscription Receipt Agent in connection with this Subscription Receipt Agreement for or Tenant, as to the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws credit of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaningCorporation, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that either: (i) the gross leasable area is not intended to be used by or on behalf of the Premises includes any atriums, depressed loading docks, covered entrances third party; or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed is intended to be correct used by or on behalf of a third party, in which case the Corporation agrees to complete and binding upon execute forthwith a declaration in the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than Subscription Receipt Agent’s prescribed form as to the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents particulars of such third party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should any provision of this Lease prove to (a) Time shall be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to all of Borrower’s obligations under the Note, this Agreement, the Instrument and the other Loan Documents. (b) In the event that the Lender should become the owner of the Property, there shall be no merger of the estate created by the Instrument with the estate or any other interest in the Property. (c) The Note, this Agreement, the Instrument, and the Loan Documents may not be changed, amended or modified, except in a writing expressly intended for such purpose and executed by the Lender. (d) The Note, this Agreement, the Instrument and the other Loan Documents are intended to and shall be deemed to create only the relationship of a borrower and a lender between Borrower and Lender, and are not intended to nor shall they be construed to create a joint venture or any relationship other than the relationship of Borrower and Lender. (e) The liability of each of the parties named as the Borrower hereunder, if more than one, and every other party who or which is or may become liable hereunder is and shall be joint and several in all respects. (f) Borrower hereby appoints Lender as its attorney-in-fact to perform any action or execute any document required to be taken or executed by Borrower under this Agreement, the instrument or any of the other Loan Documents or otherwise deemed necessary or advisable by Lender in its sole discretion with respect to the Loan or the Property; provided that Lender shall not so act as Borrower’s attorney-in-fact prior to a Default under this Agreement or the Loan Documents related to the Property unless Lender reasonably determines that such non-action could result in a material adverse effect on the value of the Property. Lender, in its sole discretion, shall have the right, but not the obligation, to perform or refrain from performing any of Borrower’s obligations described in the Loan Documents and such substituted performance of every provision of this Lease in which time of performance is a factorshall not relieve Borrower from its obligations or cure any default under the Loan Documents. The captions used powers of attorney described in this Lease paragraph are for convenience only coupled with an interest and irrevocable, shall survive Borrower’s death, and shall not be considered affected by Borrower’s disability in any manner. As additional security to Lender, Borrower hereby authorizes Lender to sign and file financing statements at any time with respect to any and all items of personally included as a portion of the construction Property, which maybe subject to a security interest pursuant to the UCC, without the signature of Borrower. Borrower will, however, at any time on request of Lender, sign financing statements, trust receipts, security agreements mother agreements with respect to such Property. Upon the Borrower’s failure to do so, Lender is authorized as the agent of Borrower to sign any such Agreement. Borrower agrees to pay all filing fees and to reimburse Lender all reasonable costs and expenses of any kind incurred in any way in connection with such Property. (g) Whenever possible this Agreement and each provision hereof shall be interpreted in such manner as to be effective, valid and enforceable under applicable law. Any provisions of this Agreement which are prohibited or interpretation unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In addition, any determination that the application of any provision hereof. Any executed copy hereof to any person or under any circumstance is illegal and unenforceable shall not affect the legality, validity and enforceability of such provision as it may be applied to any other person or in any other circumstance. (h) The Powers of Attorney granted to Lender pursuant to this Lease Agreement, or other related Loan Document shall be deemed an original for all purposes. This Lease shall, subject to automatically terminated upon the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws irrevocable payment of the State Note and release of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that Instrument. (i) From time to time, at the gross leasable area reasonable request of Borrower, Lender agrees to promptly correct any defect, error or omission which may be discovered in the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions contents of this LeaseAgreement, the Instrument or in the other Loan Documents or in the execution or acknowledgment thereof. (j) Borrower shall take all action necessary to assure that Borrower’s computer-based systems are able to operate and effectively process data including dates on and after January l, 2000. At the request of Lender, Borrower shall provide Lender assurance acceptable to Lender of Borrowers Year 2000 compatibility.

Miscellaneous. Should (a) Pursuant to a supplement acceptable to the Administrative Agent, any present or future Grantor may from time to time pledge additional collateral to the Administrative Agent whereupon such additional collateral shall automatically become Collateral hereunder. It being understood that the execution thereof by the Administrative Agent and/or any other Grantors shall not be required in order for such supplement to be effective. Pursuant to a Joinder, any Person may become a Grantor hereunder and pledge collateral to the Administrative Agent as described in Exhibit A to the Joinder whereupon such collateral shall automatically become Collateral hereunder. The Administrative Agent shall promptly notify the Secured Parties of the execution on any such Joinder, it being understood that the execution thereof by the Secured Parties, the Administrative Agent and/or any other Grantors shall not be required in order for such supplement to be effective. (b) This Agreement shall create a continuing security interest in the Collateral and shall be binding upon the Grantors, their successors and assigns and shall inure, together with the rights and remedies of the Secured Parties hereunder, to the benefit of the Secured Parties and their respective successors and assigns which are permitted under the Credit Agreement provided, however, that no Grantor may assign its rights or delegate its duties hereunder without the Administrative Agent’s prior written consent. Each Grantor hereby releases the Administrative Agent from any liability for any act or omission relating to the Collateral or this Agreement, except the Administrative Agent’s gross negligence or willful misconduct. (c) All notices required or permitted to be given under this Agreement shall be in conformance with Section 11.2 of the Credit Agreement. (d) In the event that any provision of this Lease prove hereof shall be deemed to be invalid by reason of the operation of any Law or illegalby reason of the interpretation placed thereon by any court, this Agreement shall be construed as not containing such provision, but only as to such jurisdictions where such Law or interpretation is operative, and the invalidity or illegality of such provision shall in no way affect, impair or invalidate not affect the validity of any other remaining provision hereof, and such remaining any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease . (e) This Agreement shall be deemed an original for all purposes. This Lease shall, subject to have been made in the provisions regarding assignment, apply to State of New York and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly governed by and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of CaliforniaNew York without regard to principles of conflicts of laws. All terms which are used in this Agreement which are defined in the Code shall have the same meanings herein as said terms do in the Code unless this Agreement shall otherwise specifically provide, The language headings in all parts this instrument are for convenience of this Lease reference only and shall in all cases be construed as a whole according not limit or otherwise affect the meaning of any provision hereof. (f) The Administrative Agent hereby disclaims any representation or warranty to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, Secured Parties concerning the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area perfection of the Premises includes any atriums, depressed loading docks, covered entrances security interest granted hereunder or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction in the actual area value of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations Collateral. (g) Each of rentthe Grantors and the Administrative Agent hereby, improvement allowancesto the fullest extent permitted by Law, waives trial by jury in any action brought under or in connection with this Agreement or any of the documents or instruments executed in connection herewith. (h) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each constituting an original, but all together one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts of this Agreement by facsimile or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord electronic means shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseeffective as an original.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions paragraph headings used in this Lease Mortgage are for convenience only and shall not be considered used in the construction interpretation hereof. All persons signing this Mortgage on behalf of a corporation, partnership, trust or interpretation other entity warrant to JGB Agent and Lenders that they are duly and properly authorized to execute this Mortgage. Nothing in this Mortgage shall waive or restrict any right of JGB Agent granted in any other document or by law. No delay on the part of JGB Agent in the exercise of any provision hereofright or remedy shall operate as a waiver. No single or partial exercise by JGB Agent of any right or remedy shall preclude any other future exercise of that right or remedy or the exercise of any other right or remedy. No waiver or indulgence by JGB Agent of any default shall be effective unless in writing and signed by JGB Agent, nor shall a waiver on one occasion be construed as a bar to or waiver of that right on any future occasion. Acceptance of partial or late payments owing on any of the Obligations at any time shall not be deemed a waiver of any default. All rights, remedies and security granted to JGB Agent herein are cumulative and in addition to other rights, remedies or security which may be granted elsewhere or by law. Any executed copy inspection, audit, appraisal or examination of the Property by or on behalf of JGB Agent shall be solely for its benefit and shall not create any duty or obligation to the Mortgagor or any other person. Whenever possible, each provision of this Lease Mortgage shall be interpreted in such manner as to be effective and valid under applicable law. If any provision hereof shall be declared invalid or illegal it shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Mortgage. Notice from JGB Agent to the Mortgagor, if mailed, shall be deemed an original for all purposesgiven when mailed to the Mortgagor, postage prepaid, at the Mortgagor’s address set forth at the beginning of this Mortgage or at any other address of the Mortgagor in the records of JGB Agent. JGB Agent may assign (or sell participations) in the Obligations and any reference to JGB Agent shall include any holder of the Obligations and any holder shall succeed to JGB Agent’s rights under this Mortgage. This Lease shall, subject to the provisions regarding assignment, apply to and Mortgage shall bind the respective heirs, successorspersonal representatives, executors, administrators successors and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context impliesMortgagor. If Tenant consists any payment applied by the Lenders to the Obligations is subsequently set aside, recovered, rescinded or otherwise required to be returned or disgorged by the Lenders for any reason (pursuant to bankruptcy proceedings, fraudulent conveyance statutes, or otherwise), the Obligations to which the payment was applied shall for the purposes of more than one person or entitythis Mortgage be deemed to have continued in existence, then all members of Tenant notwithstanding the application, and shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something secured by this Lease, it shall do so at its sole cost Mortgage as fully as if the Lenders had not received and expense without right of reimbursement from applied the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasepayment.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. (a) This Lease shall be construed and enforced in accordance with governed by the laws of the State of California. The language in all parts Colorado, without regard to conflict of laws principles. (b) This Lease may not be amended orally. (c) Each agreement or obligation to be performed by Tenant or Landlord under this Lease shall in all cases be deemed and construed as a whole according separate and independent covenant of Tenant or Landlord, not dependent on any other provision of this Lease. (d) This Lease and the annexed Exhibits set forth the entire agreement between Landlord and Tenant with respect to its fair meaningthe lease of the Premises and the Building and the services to be provided to Tenant by Landlord as described herein, and not strictly for there are no other representations, agreements or against matter, either oral or written, between Landlord or Tenant. When and Tenant with respect to the context subject matter of this Lease. (e) All amounts, other than Fixed Rent, payable to Landlord pursuant to the terms of this Lease, shall be deemed “additional rent” and Landlord shall have the same remedies for the default in payment thereof which Landlord has for default in the payment of Fixed Rent. (f) The obligations of Landlord under this Lease requiresshall not be binding on Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the neuter gender includes sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the masculineBuilding or the Land, as the femininecase may be, a partnership and in the event of any such sale, conveyance, assignment or corporation or joint venturetransfer, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord under this Lease thereafter arising, and the singular includes transferee shall be deemed to have assumed, subject to the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision remaining provisions of this subparagraph (f), all obligations of Landlord under this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) arising after the gross leasable area effective date of the Premises includes any atriumstransfer. No trustee, depressed loading dockspartner, covered entrances shareholder, director or egressesofficer of Landlord, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement or of any one partner or shareholder of these areas determines that it is more Landlord (collectively, the “Parties”) shall have any direct or less than personal liability for the amount performance of area reflected in Landlord’s obligations under this Lease, and Tenant shall look solely to Landlord’s interest in the Building and the Land to enforce Landlord’s obligations hereunder and shall not otherwise seek any damages against Landlord personally or any of the Parties whatsoever. Tenant shall not look to any other property or assets of Landlord or any property or assets of any of the Parties in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations. (ivg) Landlord represents and warrants to Tenant that Landlord has not dealt with any such subsequent determination broker or Person in connection with this Lease. Tenant represents and warrants to Landlord that Tenant has not dealt with any broker or Person in connection with this Lease. The execution and delivery of this Lease by Tenant shall be conclusive evidence that Tenant acknowledges that Landlord has relied upon the area is more or less than shown in foregoing representation and warranty. Each party to this Lease shall not result in a change in indemnify and hold harmless the other party from and against any of the computations of rentand all claims for commission, improvement allowances, fee or other matters described compensation by any Person who claims to have dealt with the party breaching its representation and warranty hereunder in connection with this Lease where area is a factorand for any and all costs incurred by the non-breaching party in connection with such claims, including, without limitation, attorneys’ fees and disbursements. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including This provision shall survive the Agents of such party. Landlord shall not become expiration or be deemed a partner or a joint venturer with Tenant by reason of the provisions earlier termination of this Lease. (h) When in this Lease Landlord’s consent or approval is required and this Lease provides that Landlord’s consent or approval shall not be unreasonably withheld and Landlord shall refuse such consent or approval, or in any instance in which Landlord shall delay its consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment.

Miscellaneous. Should 21.1 Seller shall not issue any provision of this Lease prove to be invalid press release or illegalother publicity materials, such invalidity or illegality shall in no way affect, impair or invalidate make any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence presentation with respect to the existence of this Agreement for Equipment or any Ancillary Agreement or any of the terms and conditions thereof without the prior written consent of Buyer in each instance. Seller shall not publicize or use any name, trademarks or logos of Buyer nor identify Buyer as a customer of Seller without Buyer's prior written consent in each instance. 21.2 The validity, interpretation and performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are Agreement for convenience only and shall not be considered in the construction Equipment or interpretation of any provision hereof. Any executed copy of this Lease Ancillary Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State location where the Buyer is located as stated by the express provision of Californiathe Addendum, without regard to the principles of conflicts of law. 21.3 The Parties agree that any application of the United Nations Convention On Contracts For The International Sale of Goods is specifically excluded and shall not apply to this Agreement for Equipment nor to any Ancillary Agreement. 21.4 Seller shall not assign any of its rights or delegate or subcontract any of its duties and obligations under this Agreement for Equipment or any Ancillary Agreement without the prior written consent of Buyer, which may be withheld at Buyer's discretion. The language in all parts Any such attempted assignment of rights or delegation or subcontracting of duties without the prior written consent of Buyer shall be void and ineffective. Any such assignment, delegation or subcontracting consented to by Buyer shall not relieve Seller of its responsibilities and liabilities hereunder and ▇▇▇▇▇▇ shall remain liable to Buyer for the conduct and performance of each permitted assignee, delegate and subcontractor hereunder. Buyer may assign its rights and obligations under this Lease Agreement for Equipment and any Ancillary Agreement to an Affiliate by written notice to Seller to this effect. This Agreement for Equipment shall in all cases apply to and inure for the benefit of and be construed as a whole according binding upon the Parties hereto and their respective successors and permitted assigns. 21.5 If and solely to its fair meaning, and not strictly for the extent that any court or against either Landlord or Tenant. When the context tribunal of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a competent jurisdiction holds any provision of this Lease expressly requires reimbursementAgreement for Equipment or any Ancillary Agreement to be unenforceable in a final non- appealable order, such unenforceable provision shall be struck out and the remainder of this Agreement for Equipment or any Ancillary Agreement shall not be affected thereby. Landlord In such event, the Parties shall in good faith attempt to replace any unenforceable provision of this Agreement for Equipment or any Ancillary Agreement with a provision that is enforceable and Tenant agree that (i) comes as close as possible to expressing the gross leasable area intention of the Premises includes original provision. 21.6 A waiver by any atriumsParty of any term or condition of this Agreement for Equipment or any Ancillary Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, depressed loading docksor of any subsequent breach thereof. All remedies specified in this Agreement for Equipment and any Ancillary Agreement shall be cumulative and in addition to any other remedies provided at law or in equity. 21.7 This Agreement for Equipment or any Ancillary Agreement, covered entrances or egressestogether with any attachments and amendments, and covered loading areas, (ii) each has had an opportunity to determine constitutes the entire agreement of the Parties with respect to its satisfaction the actual area of the Project subject matter and the Premisesmerges and supersedes all prior discussions and writings with respect thereto. The Buyer may modify or alter this Agreement for Equipment or any Ancillary Agreement, (iii) all measurements of area contained in this Lease are conclusively agreed to which shall be correct and binding upon the Parties. 21.8 The Parties agree that that this Agreement for Equipment or any Ancillary Agreement, together with any attachments and amendments is a non-exclusive agreement and Buyer and its Affiliates have a right to procure Equipment from other third parties, even if a subsequent measurement . 21.9 This Agreement for Equipment has been prepared and signed in the English language and the English language version of this Agreement for Equipment will prevail over any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change version in any other language. 21.10 This Agreement for Equipment or any Ancillary Agreement, if signed may be signed in any number of the computations counterparts each of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents which will constitute an original and be of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseequal force and validity.

Miscellaneous. Should any provision (a) Any sublease consented to by Landlord shall be expressly subject and subordinate to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Any proposed sub-sublease or proposed assignment of a sublease shall be subject to the provisions of this Lease prove Article 6. Tenant shall reimburse Landlord on demand, as an additional charge, for any reasonable costs (including reasonable attorneys' fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease, whether or not consummated, including the costs of making investigations as to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is the acceptability of the essence proposed assignee or subtenant, except Tenant shall not be obligated to so reimburse Landlord in the event Landlord elects to recapture Tenant's space with respect to such proposed assignment or sublease as provided in Section 6.4. Any sublease to which Landlord gives its consent shall not be valid or binding on Landlord unless and until Tenant and the sublessee execute a consent agreement in form and substance satisfactory to Landlord. (b) Notwithstanding any sublease, or any amendments or modifications subsequent thereto, Tenant will remain fully liable for the payment of Basic Rent, Additional Rent and other charges and for the performance of every provision all other obligations of this Lease in which time of performance is a factor. The captions used Tenant contained in this Lease are for convenience only and shall not Lease, except as such obligations may be considered in the construction affected by Landlord's recapture of a portion of Tenant's space pursuant to Section 6.4. Any act or interpretation omission of any provision hereof. Any executed copy subtenant, or of anyone claiming under or through any subtenant, that violates any of the obligations of this Lease shall be deemed an original for all purposes. This a violation of this Lease shallby Tenant. (c) The consent by Landlord to any sublease shall not relieve Tenant or any person claiming through or under Tenant of the obligations to obtain the consent of Landlord, subject pursuant to the provisions regarding assignmentof this Article 6, apply to any subsequent sublease. (d) With respect to each and bind every sublease authorized by Landlord under the respective heirsprovisions of this Article 6, successorsit is further agreed that any such sublease shall provide that: (i) the term of the sublease must end no later than one day before the last day of the Lease Term of this Lease; (ii) no sublease shall be valid, executorsand no subtenant shall take possession of all or any part of the Premises until a fully executed counterpart of such sublease has been delivered to Landlord; (iii) each sublease shall provide that it is subject and subordinate to this Lease; (iv) Landlord may enforce the provisions of the sublease, administrators including collection of rents; (v) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its option, take over all of the right, title and assigns interest of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord but nevertheless Landlord shall not (A) be liable for any previous act or omission of Tenant under such sublease; (B) be subject to any defense or offset previously accrued in favor of the context implies. If Tenant consists subtenant against Tenant; or (C) be bound by any previous modification of such sublease made without Landlord's written consent or by any previous prepayment of more than one month's rent. (e) If Landlord shall rightfully fail or refuse to give its consent to any proposed assignment or sublease, and such failure to consent is not in violation of the terms and provisions of this Lease, Tenant shall indemnify and hold harmless Landlord from and against any and all loss, liability, costs and expenses (including, without limitation, reasonable attorneys' fees) asserted against, imposed upon or incurred by Landlord by reason of any claims made against Landlord by the proposed assignee or sublessee or by any brokers, finders or other persons for commissions or other compensation in connection with the proposed assignment or sublease. (f) If Landlord grants its consent to an assignment or sublease and such assignment or sublease does not become effective for any reason for ninety (90) days after the granting of such consent, or if such assignment or sublease is modified or amended prior to its becoming effective, then and in either such event, Landlord's consent shall be deemed to have been withdrawn and Tenant shall not have the right to assign this Lease or to sublease all or any portion of the Premises without once again complying with the provisions and conditions of this Article 6. In no event shall Tenant agree to modify or amend any sublease to which Landlord has consented without Landlord's prior written consent. (g) Except as expressly provided in Section 6.4 hereof, the joint and several liability of Tenant and any assignee or successor of Tenant under this Lease shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord modifying any of the obligations contained in this Lease, or by any waiver or failure by Landlord to enforce any of the obligations of this Lease. but in no event shall Tenant's continued liability exceed what its continuing liability would have been had the Lease not been modified except for those modifications, if any, which were consented to by Tenant. (h) The listing of any name other than Tenant on the door of the Premises, on the Building directory or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises in any other person or entity, then all members nor shall such listing be deemed to be the consent of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts Landlord to any assignment or transfer of this Lease shall in all cases be construed as a whole according or to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area any sublease of the Premises includes or any atriums, depressed loading docks, covered entrances portion thereof or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area use or occupancy of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of Premises or any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant portion thereof by reason of the provisions of this Leaseothers.

Miscellaneous. Should (a) This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord. (b) The invalidity or unenforceability of any provision of this Lease prove to be invalid or illegal, such invalidity or illegality lease shall in no way affect, impair affect the validity or invalidate enforceability of any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof. (c) There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only subject matter hereof, and shall not be considered used to interpret or construe this lease. (d) Wherever in this lease there is any conflict between the construction or interpretation provisions of any provision hereof. Any executed copy of the preprinted portions of the lease and the non-preprinted portions of the lease (e.g. typewritten or handwritten changes to the pre-printed form and the provisions of this Lease rider), the non-preprinted provisions shall be deemed an original for all purposes. This Lease shallto supersede the preprinted provisions. (e) Supplementing Article 11, and subject to the further provisions regarding of this Section 57(e): (i) At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall be accompanied by the following: (A) the name and address of the proposed subtenant or assignee; (B) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised; (C) the most recent three (3) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information satisfactory to Landlord; and (D) a copy of the form of sublease or assignment of lease which Tenant intends to sign if Landlord approves the transaction. (ii) Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment requested by Tenant, provided (A) that such assignment or sublease is for a use which is in compliance with this lease and the then existing zoning regulations and the Certificate of Occupancy; (B) that, at the time of such assignment or subletting, there is no default under the terms of this lease on the Tenant’s part beyond the expiration of the applicable grace or notice and cure period provided herein for the cure thereof, if any; (C) that, in the event of an assignment, the assignee shall assume in writing the performance of all of the terms and obligations of the within lease; (D) that a duplicate original of said assignment or sublease shall be delivered by certified mail to the Landlord at the address herein set forth within ten (10) days from the said assignment or sublease and within ninety (90) days of the date that Tenant first advises Landlord of the name and address of the proposed subtenant or assignee; (E) such assignment or subletting shall not, however, release the within Tenant or any successor tenant or any guarantor from their liability for the full and faithful performance of all of the terms and conditions of this lease; (F) if this lease is assigned, whether or not in violation of the provisions of this lease, Landlord may collect rent from the assignee. If the Premises or any part thereof is sublet or is used or occupied by anybody other than Tenant, whether or not in violation of this lease, Landlord may, after default by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to and bind the respective heirsrents herein reserved, successorsbut no such assignment, executorssubletting, administrators and assigns occupancy or collection shall be deemed a waiver of any of the provisions of this Section 57(e), or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations under this lease. The consent by Landlord to assignment, subletting or use, or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express written consent of Landlord to any other or further assignment, subletting or use or occupancy by others not expressly permitted by this Section 57(e). References in this lease to use or occupancy by others, that is anyone other than Tenant, shall not be construed as limited to subtenants and those claiming under or through subtenants but as including also licensees and others claiming under or through Tenant, immediately or remotely; and (G) that, in the event Tenant shall request Landlord’s consent to a proposed assignment of this lease or proposed sublease of all or a portion of the Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees incurred by Landlord in processing such request. (iii) In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant’s or assignee’s business and whether same is in keeping with other tenancies in the building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. “Party” Landlord shall mean not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building which is owned by Landlord or its affiliate or in a proposed subtenant or assignee with whom Landlord is negotiating a lease or if at the time of Tenant’s request, Tenant is in default, beyond applicable grace or notice and cure period provided herein for the cure thereof (if any) of any of the terms, covenants and conditions of this lease to be performed by Tenant, or, if Landlord’s lender’s consent to such transaction is required and same is not granted. (iv) Notwithstanding anything to the contrary set forth herein, within thirty (30) days of Landlord’s receipt of Tenant’s notice that Tenant desires to assign this lease or to sublease all or substantially all of the Premises, Landlord may elect to terminate this lease by delivering notice of such election to Tenant within such thirty (30) day period. If Landlord shall have elected to so terminate this lease, the term of this lease shall cease and come to an end on that day with the same force and effect as though that were the original date set forth as the context implies. If Expiration Date, and Tenant consists shal1 deliver broom clean possession of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced the Premises in accordance with the laws terms of this lease. Thereafter, neither party shall have any further obligations to the other hereunder, except for any fixed rent or additional rent due and owing to the Landlord up to and including the termination of this lease, any obligations that expressly survive the termination or expiration of this lease, and as the parties hereto may have agreed otherwise in this lease or by separate writing. If Landlord fails to exercise such option within said thirty (30) days and Tenant fails to complete such assignment or sublease with a third party within ninety (90) days thereafter, Tenant shall again comply with all the conditions of this Article, as if the notice and option hereinabove referred to had not been given and received. (v) For purposes of this Section 57(e), any person or legal representative of Tenant, to whom Tenant’s interest under this lease passes by operation of law or otherwise, shall be bound by the provisions of this Section 57(e) and a modification or amendment of a sublease shall be deemed a sublease. Tenant shall not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord’s prior written consent. (vi) Without affecting any of its other obligations under this lease, Tenant will pay Landlord, as additional rent, fifty (50%) percent of any sums or other economic consideration, which (A) are due and payable to Tenant as a result of any permitted assignment or subletting whether or not referred to as rentals under the assignment or sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the assignment or subletting in question provided such costs were approved by Landlord when it approved the assignment or sublease); and (B) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the State Premises subject to such assignment or sublease), it being the express intention of Californiathe parties that Tenant and Landlord shall share equally any profit front such sublease or assignment. The language failure or inability of the assignee or subtenant to pay rent pursuant to the assignment or sublease will not relieve Tenant from its obligations to Landlord under this subparagraph 57(e). Tenant will not amend the assignment or sublease in such a way as to reduce or delay payment of amounts which are provided in the assignment or sublease approved by Landlord. (vii) Without limiting the right of Landlord to withhold its consent to any proposed assignment of this lease or subletting of all parts or any portion of the Premises, Tenant specifically acknowledges and agrees that it and anyone holding through Tenant shall not sublet or assign all or any portion of the Premises to any subtenant or assignee who will use the Premises or a portion thereof for any of the following designated uses nor for any other use which is substantially similar to any one of the following designated uses: (A) federal, state or local governmental division, department or agency which generates heavy public traffic, including, without limitation, court, social security offices, labor department office, drug enforcement agency, motor vehicle agency, postal service; military recruitment office; (B) union or labor organization; (C) office for the practice of medicine, dentistry or the rendering of other health related services; (D) chemical or pharmaceutical company, provided, however, that the subletting or assignment to such a company which will use the premises only for executive, general and sales offices and waive the right to conduct any research and development shall not be prohibited; (E) insurance claims office, including, but not limited to, unemployment insurance or worker’s compensation insurance; (F) securities brokerage firm. (viii) Tenant, without Landlord’s consent (but upon prior written notice to Landlord), may assign or transfer its entire interest in the Lease and the leasehold estate hereby created or sublet the whole of the Premises to an “affiliate” of Tenant or to a “successor corporation” of Tenant, as such terms are hereinafter defined, provided that Tenant shall not be in default beyond the expiration of the applicable grace or notice and cure period provided herein for the cure thereof, if any, in any of the terms, covenants, conditions and agreements of this Lease, including but not limited to the payment of the fixed rent or additional rent payable by Tenant hereunder. An “affiliate” of Tenant shall mean any corporation which directly or indirectly controls or is controlled by or is under common control with Tenant. For purposes of this definition, “control” (including “controlling,” “controlled by” and “under common control with”) as used with respect to any corporation, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, or by contract or otherwise. A “successor corporation” shall mean (A) a corporation into which or with which. Tenant, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations participating in such merger or consolidation are assumed by the corporation surviving such merger or consolidation, or (B) a corporation acquiring this Lease and the term hereby demised, the goodwill and all or substantially all of the other property and assets of Tenant, its corporate successors or assigns, and assuming all or substantially all of the liabilities of Tenant, its corporate successors and assigns, or (C) any corporate successor to a successor corporation becoming such by either of the methods described in Clauses (A) and (B); provided that, immediately after giving effect to any such merger or consolidation, or such acquisition and assumption as the case may be, the corporation surviving such merger or created by such consolidation or acquiring such assets and assuming such liabilities, as the case may be, shall have assets, capitalization, and a net worth as determined in accordance with generally accepted principles of accounting at least equal to the assets, capitalization and net worth, similarly determined, of Tenant, at the beginning of the term of this Lease or of Tenant immediately prior to such merger or consolidation or such acquisition and assumption, as the case may be, whichever is the greater. The acquisition by Tenant, its corporate successors or assigns, of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities of any corporation, shall in all cases be construed as deemed to be a whole according to its fair meaning, and not strictly merger of such corporation into Tenant for or against either Landlord or Tenant. When the context purpose of this Lease requiresprovision. As used in this provision, the neuter gender includes the masculinewords “corporation”, the feminine, a partnership or corporation or joint venture“corporate” and similar words shall include other business forms such as limited liability companies, and the singular includes the plural. The terms words “shall”, “willVoting stock” and “agreevoting securities” are mandatoryshall include other forms of ownership such as limited liability company membership interests. (f) This Lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. In addition, Tenant shall reimburse Landlord for any and all reasonable attorney fees incurred by Landlord in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Tenant with respect to this lease. (g) The term “may” mailing or delivery of a lease by Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by Landlord, is permissive. When a party is required delivered to do something by this Leasesuch possible Tenant, it its agent or attorney. (h) Tenant shall do so at its sole cost and expense without right give notice to Landlord, promptly after Tenant learns thereof, of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) any accident in or about the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areasPromises, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project all fires and other casualties within the Premises, (iii) all measurements damages to or defects in the Premises, including the fixtures, equipment and appurtenances thereof for the repair of area contained in this Lease are conclusively agreed to which Landlord might be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Leaseresponsible, and (iv) any such subsequent determination that the area is more all damage to or less than shown in this Lease shall not result in a change defects in any parts or appurtenances of the computations of rentBuilding’s sanitary, improvement allowanceselectrical, heating, ventilating, air conditioning, elevator and other systems located in or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform passing through the Premises or any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason part thereof. (i) Supplementing Article 34 of the provisions preprinted portion of this Lease.lease, in the event that Landlord holds the security deposit in an interest bearing account, Landlord may retain such administrative expenses which Landlord is entitled to retain pursuant to any applicable law. Further supplementing Article 34, in lieu of a cash deposit, Tenant shall be permitted to deliver to Landlord (either upon lease signing or in substitution for a cash deposit at

Miscellaneous. Should No termination of this Lease prior to the normal ending thereof, by lapse of time or otherwise, shall affect Landlord’s right to collect Base Rent or additional rent for the period prior to termination thereof. All rights, powers and privileges conferred under this Lease upon parties hereto shall be cumulative but not restrictive to those given by law. The failure of either party to exercise any power given to it hereunder, or to insist upon strict performance of any one or more of the obligations under this Lease, or to exercise any election contained in this Lease, shall not be construed as a waiver or relinquishment of the right to demand strict compliance with the terms hereof for the future performance of the terms and conditions of this Lease or of the right to exercise such election. The receipt and acceptance by Landlord of Base Rent or additional rent with knowledge of breach by Tenant of any obligation under this Lease shall not be deemed a waiver of such breach. This Lease shall be governed by the laws of the State of Nebraska. “Landlord” as used in this Lease shall include Landlord, its heirs, representatives, assigns, and successors in interest to Landlord’s interest(s) in and to this Lease and/or to the Premises. In the event that any court of competent jurisdiction shall determine that any provision of this Lease prove to be invalid or illegalis invalid, such invalidity or illegality determination shall in no way affectnot affect the validity of any of its other provisions, impair or invalidate any other provision hereof, and such remaining provisions which shall remain in full force and effect and which shall be construed as to be valid under applicable law. In no event shall either party be liable or responsible for consequential, special, indirect, incidental, exemplary or punitive damages arising out of this Lease. Landlord and Tenant hereby waive trial by jury in any action or proceeding arising under this Lease. This Lease contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, between the parties, not embodied in this Lease, shall be of any force or effect. Time is This Lease may only be amended in a writing signed by both parties. This Lease may be executed in multiple counterparts and/or electronically, each of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for and all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” which together shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as constitute a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasesingle instrument.

Miscellaneous. Should A. Words of any provision of gender used in this Lease prove shall be held and construed to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate include any other provision hereofgender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. B. The terms, provisions and covenants and conditions contained in this Lease shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon their respective heirs, legal representatives, successors and permitted assigns, except as otherwise expressly provided herein. Landlord shall have the right to assign any of its rights and obligations under this Lease and Landlord's grantee and Landlord's successor shall upon such remaining provisions assignment become "Landlord" hereunder; thereby freeing and relieving the grantor and assignor of all covenants and obligations of "Landlord" hereunder, provided however, that no successor Landlord shall remain be responsible for the return of any security deposit provided for pursuant to Paragraph 2B unless such successor receives the deposit. Tenant agrees to furnish promptly on demand, a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of Tenant to enter into this Lease. Nothing herein contained shall give any other tenant in full force and effect. Time the Building of which the leased premises is a part any enforceable rights either against Landlord or Tenant as a result of the essence with respect to the performance covenants and obligations of every provision of this Lease in which time of performance is a factor. either party set forth herein. C. The captions used inserted in this Lease are for convenience only and shall not be considered in no way define, limit or otherwise describe the construction scope or interpretation intent of this Lease, or any provision hereof. D. Tenant shall at any time and from time to time within ten (10) days after written request from Landlord execute and deliver to Landlord or any prospective Landlord or mortgagee or prospective mortgagee a sworn and acknowledged estoppel certificate, in form reasonably satisfactory to Landlord and/or Landlord's mortgagee or prospective mortgagee certifying and stating as follows: (i) this Lease has not been modified or amended (or if modified or amended, setting forth such modifications or amendments); (ii) this Lease (as so modified or amended) is in full force and effect (or if not in full force and effect, the reasons therefor); (iii) the Tenant has no offsets or defenses to its performance of the terms and provisions of this Lease, including the payment of rent (or if there are any such defenses or offsets, specifying the same); (iv) Tenant is in possession of the leased premises, if such be the case; (v) if an assignment of rents or leases has been served upon Tenant by a mortgagee or a prospective mortgagee, Tenant has received such assignment and agrees to be bound by the provisions thereof; and (vi) any other accurate statements reasonably required by Landlord or its mortgagee or prospective mortgagee. Any executed copy It is intended that any such statement delivered pursuant to this subsection may be relied upon by any prospective purchaser or mortgagee and their respective successors and assigns and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. E. This Lease may not be altered, changed or amended except by a instrument in writing signed by both parties hereto. F. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the term of this Lease shall survive the expiration or earlier termination of the term hereof, including without limitation, all payment obligations with respect to taxes, and all obligations concerning the condition of the premises. Upon the expiration or earlier termination of the term hereof, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary: (i) to repair and restore the leased premises as provided herein; and (ii) to discharge the Tenant's obligation for unpaid real estate taxes and other amounts due Landlord. All such amounts shall be deemed an original used and held by Landlord for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns payment of Landlord and Tenant. “Party” shall mean Landlord or such obligations of Tenant, as the context implieswith Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied. If Tenant consists of more than one person or entity, then all members of Tenant Any security deposit held by Landlord shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with credited against the laws of the State of California. The language in all parts amount payable by Tenant under this subparagraph 22f. G. If any clause, phrase, provision or portion of this Lease or the application thereof to any person or circumstance shall in all cases be construed as a whole according to its fair meaninginvalid or unenforceable under applicable law, and such event shall not strictly for effect, impair or against either Landlord render invalid or Tenant. When unenforceable the context remainder of this Lease requiresnor any other clause, phrase, provision or portion hereof, nor shall it affect the neuter gender includes the masculineapplication of any clause, the femininephrase, a partnership provision or corporation portion hereof to other persons or joint venturecircumstances, and it is also the singular includes intention of the plural. The terms “shall”parties to this Lease that in lieu of each such clause, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a phrase provision or portion of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area is invalid or unenforceable, there be added as a part of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed contract a clause, phrase, provision or portions as similar in terms to such invalid or unenforceable clause, phrase, provision or portion as may be possible and be valid and enforceable. H. Whenever a period of time is herein prescribed for action to be correct and binding upon taken by Landlord, the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become be liable or responsible for, and there shall be deemed a partner or a joint venturer with Tenant by reason excluded from the computation for any such period of time, any delays due to causes of any kind whatsoever which are beyond the control of the provisions of this LeaseLandlord.

Miscellaneous. Should any provision (a) Any sublease consented to by Landlord shall be expressly subject and subordinate to the Condominium Document sand to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Any proposed sub-sublease or proposed assignment of a sublease shall be subject to the provisions of this Lease prove Article. Tenant shall reimburse Landlord on demand, as an additional charge, for any out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease, whether or not consummated, including the costs of making investigations as to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is the acceptability of the essence with respect proposed assignee or subtenant; however, where the Landlord’s consent has been found to have been unreasonably withheld, Tenant shall not be liable for any out-of-pocket costs incurred by Landlord. Any sublease to which Landlord gives its consent shall not be valid or binding on Landlord unless and until Tenant and the sublessee execute a consent agreement in form and substance satisfactory to Landlord. (b) Notwithstanding any sublease, or any amendments or modifications subsequent thereto, Tenant will remain fully liable for the payment of Basic Rent, Escalation Charges and other charges and for the performance of every provision all other obligations of this Lease in which time of performance is a factor. The captions used Tenant contained in this Lease are for convenience only and shall not be considered in the construction Lease. Any act or interpretation omission of any provision hereof. Any executed copy subtenant, or of anyone claiming under or through any subtenant, that violates any of the obligations of this Lease shall be deemed an original for all purposes. This a violation of this Lease shallby Tenant. (c) The consent by Landlord to any sublease shall not relieve Tenant or any person claiming through or under Tenant of the obligation to obtain the consent of Landlord (and, subject if applicable, of the Condominium Trustees), pursuant to the provisions regarding assignmentof this Article, apply to any subsequent sublease. (d) With respect to each and bind every sublease authorized by Landlord under the respective heirsprovisions of this Article, successorsit is further agreed that any such sublease shall provide that: (i) the term of the sublease must end no later than one day before the last day of the Term of this Lease; (ii) no sublease shall be valid, executorsand no subtenant shall take possession of all or any part of the Premises until a fully executed counterpart of such sublease, administrators with a consent agreement in Landlord’s reasonable form, has been delivered to Landlord; (iii) each sublease shall provide that it is subject and assigns subordinate to this Lease; (iv) Landlord may enforce the provisions of the sublease, including collection of rents; (v) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and Tenant. “Party” shall mean Landlord or option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, at which time Tenant’s rights under such sublease shall terminate (but Tenant’s obligations thereunder and under this Lease shall remain unaffected) and such subtenant shall, at Landlord’s option, attorn to Landlord but nevertheless Landlord shall not (A) be liable for any previous act or omission of Tenant under such sublease; (B) be subject to any defense or offset previously accrued in favor of the context implies. If Tenant consists subtenant against Tenant; or (C) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of month’s rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

Miscellaneous. Should 28.1 The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. If there is more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. Time is of the essence of this Lease and each and all of its provisions. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. Subject to Article 15 hereof, this Lease shall benefit and bind Landlord and ▇▇▇▇▇▇ and the personal representatives, heirs, successors and assigns of Landlord and ▇▇▇▇▇▇. Unless required by a lender pursuant to section 22.1, neither this Lease nor any memorandum, short form, affidavit or other writing with respect thereto, shall be recorded by Tenant or anyone acting through, under or on behalf of Tenant. . If any provision of this Lease prove is determined to be invalid illegal or illegalunenforceable, such invalidity or illegality determination shall in no way affect, impair or invalidate not affect any other provision hereof, of this Lease and all such remaining other provisions shall remain in full force and effect. Time is This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of the essence with respect any statute to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be considered in entitled to make any repairs or perform any acts hereunder at Landlord's expense or to any setoff of the construction rent or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context impliesother amounts owing hereunder against Landlord. If Tenant consists requests the consent or approval of more than one person Landlord to any assignment, sublease or entityother action by Tenant, then all members of Tenant shall be jointly pay on demand to Landlord all costs and severally liable hereunderexpenses, including, without limitation, reasonable attorneys' fees, incurred by Landlord in connection therewith. This Lease shall be governed by and construed and enforced in accordance with the laws of the State in which the Building is located. 28.2 Landlord and Tenant each hereby expressly, irrevocably, fully and forever releases, waives and relinquishes any and all right to trial by jury and any and all right to receive from the other (or any past, present or future board member, trustee, director, officer, employee, agent, representative, or advisor of California. The language the other) punitive and exemplary damages and damages based on injury to or interference with such party's business, including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in all parts each case, however occurring in any claim, demand, action, suit, proceeding or cause of action in which Landlord and Tenant are parties, which in any way (directly or indirectly) arises out of, results from or relates to any of the following, in each case whether now existing or hereafter arising and whether based on contract or tort or any other legal basis: this Lease shall in all cases be construed as a whole according Lease; any past, present or future act, omission, conduct or activity with respect to its fair meaningthis Lease; any transaction, and not strictly for event or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something occurrence contemplated by this Lease, it shall do so at its sole cost and expense without ; the performance of any obligation or the exercise of any right of reimbursement from under this Lease; the other party unless a provision enforcement of this Lease expressly requires reimbursementLease; or Tenant's holding over in the Premises after the expiration or earlier termination of this Lease. Landlord and Tenant agree that (i) reserve the gross leasable area of the Premises includes any atriumsright to recover actual or compensatory damages, depressed loading dockswith interest, covered entrances or egressesattorneys' fees, costs and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected expenses as provided in this Lease, and (iv) for any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions breach of this Lease. 28.3 ▇▇▇▇▇▇ agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord, and that disclosure of the terms hereof could adversely affect the ability of Landlord to negotiate with other tenants. Tenant hereby agrees that Tenant and its partners, officers, directors, employees, agents, real estate brokers and sales persons and attorneys shall not disclose the terms of this Lease to any other person without ▇▇▇▇▇▇▇▇'s prior written consent, except to any accountants of Tenant in connection with the preparation of Tenant's financial statements or tax returns, to an assignee of this Lease or sublessee of the Premises, or to an entity or person to whom disclosure is required by applicable law or in connection with any action brought to enforce this Lease.

Miscellaneous. Should (a) Owner undertakes to maintain general and permanent control of the Vessel and all Relevant Items and shall be liable for all related costs and expenses thereto. (b) Owner shall comply with the Normative Ruling from the Federal Revenue Office (Brazil) no. 285 of January 14, 2003 and any provision of this Lease prove to be invalid or illegalamendments thereto, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofregarding the Vessel and all Relevant Items admitted under the Temporary Admission Regime, and with the specific rules of any special regimes that may be enacted during the Charter Period which may apply to this Charter. Charterer shall provide the requisite security pursuant to such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered Normative Ruling or, in the construction or interpretation event that Owner has provided such security, shall indemnify Owner accordingly. (c) In order to allow Owner to take the measures referred to in Clauses 2.15, 2.16, 2.17, 2.18 and 2.19, Charterer shall grant to a customs clearance agent appointed by Owner (and approved by Charterer) a power of any provision hereof. Any executed copy of attorney granting such person specific powers to act on Charterer’s behalf in executing and performing Charterer’s obligations under this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced Charter in accordance with the laws requirements of, and in the standard required by, the Federal Revenue Office. Owner undertakes to supervise the customs clearance agent with due diligence. ***** (d) Owner shall be liable for any actions or measures deemed necessary by the relevant governmental agencies in relation to any and all import licenses, Import Declarations and export registrations relating to the Vessel and all Relevant Items. (e) Owner shall, at Charterer’s request, submit evidence of Charterer’s compliance with all import/export regimes imposed (including any necessary record keeping) and the regular standing of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaningoperations, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area regarding import and/or export of the Premises includes Vessel and all Relevant Items. (f) For avoidance of doubt, any atriumseventual costs, depressed loading docks, covered entrances or egresses, expenses and covered loading areas, (ii) each has had an opportunity Taxes incurred by Charterer due to determine Owner’s failure in controlling and maintaining proper documentation in relation to its satisfaction the actual area importation and exportation of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to Relevant Items will be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasefor Owner’s account.

Miscellaneous. Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed construed, interpreted and enforced governed in accordance with the laws of the State in which the Apartments are located, ("Prevailing Law") notwithstanding the residence or principal place of Californiabusiness of any party hereto, the place where this Lease may be executed by any party hereto or the provisions of any jurisdiction's conflict-of-laws principles. The language Any action or proceeding seeking to enforce any term, condition, covenant or provision of, or based on any right arising out of, this Lease may be brought against either of the parties hereto in all parts the courts of the State in which the Apartments are located, in the County in which the Apartments are located, or if it has or can acquire jurisdiction, in the United States District Court for the district in which the Apartments are located, and each of the parties hereto consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party hereto anywhere in the world. Time is expressly declared to be of the essence of this Lease shall in all cases be construed as a whole according Lease. Subject to its fair meaning, and not strictly for or against either Landlord or the limitations contained herein with respect to the assignment of Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by 's interest under this Lease, it all terms, conditions, covenants and provisions hereof shall do so at its be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. This Lease constitutes the sole cost and expense without right complete agreement of reimbursement from the other party unless a provision parties hereto concerning the Apartment Unit and correctly sets forth the rights and obligations of the parties hereto. Any agreement or representation between the parties hereto respecting the subject matter of this Lease Lease, whether oral or in writing, which is not expressly requires reimbursementset forth in this Lease, is null, void and of no legal force or effect. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained The captions in this Lease are conclusively agreed to for convenience only, shall not be correct deemed a part of this Lease and binding upon in no way define, limit or extend or describe the parties, even if a subsequent measurement scope of any one of these areas determines that it is more or less than terms, conditions, covenants and provisions hereof. Except to the amount of area reflected extent otherwise stated in this Lease, and (iv) any such subsequent determination that the area is more references to "Section" or less than shown "Sections" are to Sections of this Lease. All words used in this Lease shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not result limit the preceding words or terms. The terms "herein", "hereof", "hereto" or "hereunder" or similar terms shall be deemed to refer to this Lease as a whole and not to a particular Section. In any term, condition, covenant or provision relating to the conduct, acts or omissions of Tenant, the term "Tenant" or "you" shall include Tenant's invitees or others using the Apartment Unit with Tenant's express or implied permission. In the event that any part of this Lease is construed or declared unenforceable, the remainder shall continue in a change full force and effect as though the unenforceable portion or portions were not included herein. This Lease may be executed in any one or more counterparts by original, facsimile, or electronic signature, each of which shall be deemed to be an original copy of this Lease and all of which, when taken together, shall be deemed to constitute one and the same Lease. Tenant shall not record this Lease in the public records of the computations of rentCounty or State, improvement allowances, or other matters described and in the event this Lease where area is a factor. Where a party hereto is obligated not to perform any act, becomes of public record Tenant hereby names Landlord or Agent its agent and authorizes such party is also obligated to restrain remove it from the public record, and agrees to pay any others within its control from performing said act, including the Agents of such party. Landlord shall not become costs or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leaseexpenses associated therewith.

Miscellaneous. Should any provision (a) This Lease shall be binding upon and inure to the benefit of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereofthe successors and assigns of Landlord, and such remaining provisions shall remain in full force be binding upon and effect. Time is of the essence with respect inure to the performance benefit of every provision of this Lease in which time of performance is a factorTenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns. The captions used in this Lease are for convenience only and shall not be considered in Where appropriate the construction or interpretation pronouns of any provision hereof. Any executed copy gender shall include the other gender, and either the singular or the plural shall include the other. (b) All rights and remedies of Landlord and Tenant under this Lease shall be deemed an original for all purposescumulative and none shall exclude any other rights or remedies allowed by law. This Lease shallis declared to be a Tennessee contract, subject to and all of the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease terms hereof shall be construed and enforced in accordance with according to the laws of the State of CaliforniaTennessee. (c) This Lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. The language in all parts Further, the terms and provisions of this Lease shall in all cases not be construed as against or in favor of a whole according party hereto merely because such party is the “Landlord” or the “Tenant” hereunder or such party or its counsel is the draftsman of this Lease. (d) If Tenant is a corporation, partnership or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its fair meaningBoard of Directors or partners) for the execution, delivery and not strictly for or against either Landlord or Tenant. When the context performance of this Lease requireshave been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. Likewise, the neuter gender includes the masculineif Landlord is a corporation, the feminine, a partnership or corporation other entity, Landlord warrants that all consent or joint ventureapprovals required of third parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this Lease have been obtained and that Landlord has the singular includes right and authority to enter into and perform its covenants contained in this Lease. (e) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE DEMISED PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. IN THE EVENT LANDLORD COMMENCES ANY PROCEEDINGS FOR NONPAYMENT OF RENT OR ANY OTHER AMOUNTS PAYABLE HEREUNDER, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING, UNLESS THE FAILURE TO RAISE THE SAME WOULD CONSTITUTE A WAIVER THEREOF. THIS SHALL NOT, HOWEVER, BE CONSTRUED AS A WAIVER OF TENANT’S RIGHT TO ASSERT SUCH CLAIMS IN ANY SEPARATE ACTION BROUGHT BY TENANT. (f) Wherever in this Lease there is imposed upon Landlord the plural. The terms “shall”obligation to use best or reasonable efforts or due diligence, “will” and “agree” are mandatory. The term “may” is permissive. When a party is Landlord shall be required to do something by so only to the extent the same is economically feasible and otherwise will not impose upon Landlord extreme financial or other burdens. (g) If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall do so at its sole cost not be affected thereby, and expense without right of reimbursement from the other party unless a each provision of this Lease expressly requires reimbursementshall be valid and shall be enforceable to the extent permitted by law. (h) Time is of the essence in this Lease. (i) This Lease agreement shall not convey any leasehold estate from Landlord to Tenant. Landlord and Tenant hereby agree that this Lease creates only the interest of a usufruct in Tenant which may not be levied upon or assigned without Landlord’s permission. (ij) Tenant represents and warrants to Landlord that Tenant did not deal with any broker in connection with this Lease. Tenant shall indemnify, defend and hold Landlord, Landlord’s beneficiaries, the gross leasable area managing agent of the Premises includes any atriumsBuilding, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area leasing agent of the Project Building and their respective agents, partners and employees and the PremisesBuilding harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (iiiincluding, without limitation, court costs, reasonable attorneys’ fees and litigation expenses) all measurements arising from any claims or demands of area contained any broker or brokers or finders for any commission alleged to be due such other broker or brokers or finders claiming to have dealt with Tenant in connection with this Lease are conclusively agreed to or with whom Tenant hereafter deals or whom Tenant employs. The provisions of this subsection shall survive the expiration or earlier termination of this Lease. (k) If Tenant comprises more than one person, corporation, partnership, limited liability company or other entity, the liability hereunder of all such persons, corporations, partnerships or other entities shall be correct joint and binding upon the parties, even if a subsequent measurement several. (1) Landlord’s receipt of any one Rental payable by Tenant hereunder with knowledge of these areas determines that it is more the breach of a covenant or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown agreement contained in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason waiver of the provisions breach. No acceptance by Landlord of a lesser amount than the installment of Rental which is due shall be considered, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed, an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy provided in this Lease.

Miscellaneous. Should All notices and demands relating hereto shall be in writing and mailed by certified mail, return receipt requested, to Lessor or Lessee at their respective addresses above or shown in the Schedule, or at any provision other address designated by notice served in accordance herewith. Notice shall become effective when deposited in the United States mail, with proper postage prepaid, addressed to the party intended to be served at the address designated herein. All obligations of Lessee shall survive the termination or expiration of this Lease prove to and any Schedule hereto. Should Lessor permit use by Lessee of any Equipment beyond the Minimum Lease Term, or, if applicable, any exercised extension or renewal term, the lease obligations of Lessee shall continue and such permissive use shall not be invalid construed as a renewal of the term thereof, or illegal, such invalidity as a waiver of any right or illegality shall in no way affect, impair or invalidate continuation of any other provision hereofobligation of Lessor hereunder, and Lessor may take possession of any such remaining provisions Equipment at any time upon demand. If more than once Lessee is named in this Lease, the liability of each shall remain be joint and several. Lessee shall, upon request of Lessor from time to time, perform all acts and execute and deliver to Lessor all documents which Lessor deems reasonably necessary to implement this Lease and any Schedule hereto, including, without limitation, certificates addressed to such persons as Lessor may direct stating that this Lease and the Schedule hereto is in full force and effect. Time , that there are no amendments or modifications thereto, that Lessor is of not in default hereof or breach hereunder, setting forth the essence with respect date to the performance of every provision of this which rentals due hereunder have been paid, and stating such other matters as Lessor may request, This Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease Schedule hereto shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the partiesparties and their successors, even if legal representatives and assigns. Lessee's successors and assigns shall include, without limitation, a subsequent measurement receiver, debtor-in-possession, or trustee of or for Lessee. If any one person, firm, corporation or other entity shall guarantee this Lease and the performance by Lessee of these areas determines that it is more or less than its obligations hereunder, all of the amount terms and provisions hereof shall be duly applicable to such Obligor. Lessee shall, at its expense and upon Lessor's demand, promptly execute, acknowledge, deliver, file, register and record any and all further documents and take any and all other action reasonably requested by Lessor from time to time, for the purpose of area reflected in this Leasefully effectuating the intent and purposes of each Lease Schedule, and (iv) any such subsequent determination that to protect the area is more or less than shown in interests of Lessor, its successors and assigns. Lessor may file a copy f this Lease shall not result Agreement in lieu of a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Leasefinancing statement.

Miscellaneous. Should any provision of Section 37.1 This Lease is offered for signature by Tenant and it is understood that this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction binding upon Landlord or interpretation of any provision hereof. Any Tenant unless and until Landlord and Tenant shall have executed and delivered a fully executed copy of this Lease to each other. Section 37.2 Neither the partners (direct or indirect) comprising Landlord, nor the shareholders (nor any of the partners comprising same), partners, directors or officers of any of the foregoing (collectively, the “Parties”) shall be deemed an original liable for the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and shall not seek any damages against any of the Parties. The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, and the transfer of the security deposit to the purchaser, grantee, assignee or transferee, as the case may be, Landlord shall be and hereby is entirely freed and relieved of all purposes. This Lease shallcovenants and obligations of Landlord hereunder to the extent that such transferee assumes the obligations of Landlord under this Lease, subject to the provisions regarding assignmentterms hereof. Prior to any such sale, apply to and bind conveyance, assignment or transfer, the respective heirs, successors, executors, administrators and assigns liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant. “Party” Tenant shall mean not look to any other property or assets of Landlord or Tenantthe property or assets of any of the Parties in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations. After any such sale, conveyance, assignment or transfer, to the extent that the transferee shall have not assumed Landlord’s obligations under this Lease, the liability of Landlord for such obligations shall be limited to the proceeds of such transfer received by it. Section 37.3 Notwithstanding anything contained in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated Fixed Rent, Escalation Rent, additional rent or Rental, shall constitute rent for the purposes of Section 502(b) (7) of the Bankruptcy Code. Section 37.4 Tenant shall reimburse Landlord as additional rent, within ten (10) days after rendition of a statement, for all expenditures made by, or damages or fines sustained or incurred by, Landlord, due to any Event of Default by Tenant under this Lease, with interest thereon at the context implies. Applicable Rate. Section 37.5 (A) If there is a dispute between Landlord and Tenant consists as to the reasonableness of more than one person Landlord’s refusal to (i) consent to any subletting or entityassignment where Landlord has agreed pursuant to the terms of Article 12 hereof to be reasonable or (ii) approve any contractor or plans and specifications where Landlord has agreed pursuant to the terms of Article 3 hereof to be reasonable, then all members Tenant shall give Landlord a notice setting forth the reasons for its dispute, and if within two (2) Business Days after Landlord’s receipt of such notice, Landlord and Tenant shall be jointly and severally liable hereunder. This Lease unable to resolve such dispute, such dispute shall be construed resolved by arbitration conducted pursuant to the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”); provided, however, that with respect to any such arbitration: (i) the list of arbitrators referred to in said Rules shall be returned within five (5) Business Days from the date of mailing; (ii) the parties shall notify the AAA, by telephone, within three (3) Business Days of any objections to the arbitrator appointed and enforced will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with the laws Rules of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, AAA; (iii) all measurements the hearing shall be held within five (5) Business Days after the appointment of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, arbitrator; and (iv) any such subsequent the arbitrator shall render its determination that within five (5) Business Days after the area is more or less than shown in this Lease shall not result in a change in any completion of the computations of renthearing. Except to the extent expressly provided herein, improvement allowances, or no other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord disputes hereunder shall not become or be deemed a partner or a joint venturer with Tenant resolved by reason of the provisions of this Leasearbitration.

Miscellaneous. Should any provision of A. As a further inducement to Owner to enter into this Lease prove to be invalid or illegalwith Tenant, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence Tenant hereby agrees that with respect to the performance service of every provision a notice of petition or petition upon Tenant by Owner in any proceeding commenced by Owner against Tenant under the Real Property Actions and Proceedings Law of the State of New York, service of such notice of petition or petition in any such proceeding shall be effective if made upon Tenant at the Premises, irrespective of the fact that Tenant’s principal office or principal place of business, or any other office or place of business of Tenant, is located at a place other than the Premises. B. This Lease shall be deemed to have been jointly prepared by both of the parties hereto, and any ambiguities or uncertainties herein shall not be construed for or against either of them. Further, Owner and Tenant hereby agree that this Lease incorporates the full agreement of and between the parties, and that all prior drafts of this Lease are deemed irrelevant and are deemed to have been superseded by this Lease. C. All understandings and agreements heretofore made between the parties hereto are merged in this Lease, which alone fully and completely expresses the agreement between Owner and Tenant, and any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in which time whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of performance the change, modification, discharge or abandonment is a factor. The captions used in sought. D. In no event may Tenant record this Lease are or any memorandum hereof, and any such recordation shall be deemed a material breach of the terms and provisions hereof. E. If any provisions of this Lease or portion of such provision or the application thereof to any person or circumstance is for convenience only any reason held invalid or unenforceable, the remainder of the Lease (including the remainder of such provisions) and the application thereof to the persons or circumstances shall not be considered in affected thereby. F. Owner and Tenant hereby agree that TIME SHALL BE DEEMED OF THE ESSENCE as to the construction or interpretation observance, performance and/or enforcement of any provision hereof. Any executed copy the terms and provisions of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Lease. G. This Lease shall be governed and construed and enforced in accordance with the laws of the State of California. The language in all parts New York, without giving effect to the principles of conflicts of laws. (1) This Lease is offered for signature by Tenant and it is understood that this Lease shall not be binding upon Owner unless and until Owner shall have executed and delivered a fully executed copy of this Lease to Tenant. (2) If more than one person executes this Lease as Tenant, each of them understands and hereby agrees that the obligations of each of them under this Lease are and shall be joint and several, that the term “Tenant”, as used in this Lease, shall in all cases be construed as a whole according to its fair meaningsuch event mean and include each of them jointly and severally, and not strictly for that the act of or against either Landlord notice from, or Tenant. When notice or refund to, or the context signature of, any one or more of them, with respect to the tenancy of this Lease requires(including without limitation, the neuter gender includes the masculineany renewal, the feminineextension, a partnership expiration, termination or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by modification of this Lease, it ) shall do so at its sole cost be binding upon each and expense without right all of reimbursement from the other party unless a provision of persons executing this Lease expressly requires reimbursement. Landlord as Tenant, with the same force and Tenant agree that (i) the gross leasable area effect as if each and all of the Premises includes any atriumsthem had so acted or so given or received such notice or refund or so signed. I. The covenants, depressed loading docks, covered entrances or egresses, conditions and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area agreements contained in this Lease are conclusively agreed shall bind and inure to be correct the benefit of Owner and binding upon the partiesTenant and their respective heirs, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected distributees, executors, administrators, successors, and except as otherwise provided in this Lease, their assigns. J. Tenant represents and warrants that neither Tenant nor any party holding at least a twenty-five (iv25%) any such subsequent determination that the area percent interest (directly or indirectly) in Tenant: (1) is more or less than shown in this Lease shall not result in become a change in any person or entity with whom Owner is restricted from doing business under regulations of the computations Office of rentForeign Asset Control of the Department of the Treasury (“OFAC”), improvement allowancesincluding but not limited to those named on OFAC’s Specially Designated and Blocked Persons list, or under any statute, executive order (including, but not limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform Legal Authority action; and/or (2) has knowingly engaged in, or shall become knowingly engaged in, any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become dealings or transactions or be deemed otherwise associated with such persons or entities described above in (1) above; and/or (3) shall become a partner person or a joint venturer with Tenant entity whose activities are regulated by reason the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the provisions of this Leaseregulations or orders issued thereunder, or in connection therewith.