Employee agrees that any notices that are required to be given under this Agreement shall be given in writing, sent by certified mail, return receipt requested, to the principal place of business of the Employer or mailing address of the Employee as set forth herein.

Acceleration Provisions. (i) In the event of the occurrence of a Change in Control in which the Stock Units are not continued or assumed (i.e., the Stock Units are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units that have not been cancelled or paid out shall become fully vested. The vested Stock Units shall be paid out to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no event later than 30 days after such event); provided that the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance issued thereunder (“[Section 409A]”), and such payout will not result in additional taxes under Section 409A. Otherwise, the vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Payment Date for such Stock Units (but in no event later than 30 days after such events).

MISCELLANEOUS PROVISIONS. [[Organization A:Organization]] will:

The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Default Provisions . (a) Default . The following events shall be deemed to be events of default (each an "Event of Default" and collectively the "Events of Default") : # Failure to pay any payment required to be made hereunder as the same shall become due and payable, and such failure shall continue for ten ( 10 ) business days after written notice of such failure has been received by the defaulting party . Notwithstanding the foregoing cure periods, if Tenant fails to timely pay any Base Rent or Additional Rent, then Tenant shall also pay a late fee of one ( 1 % ) percent of the amount that is not timely paid, which amount shall be due as Additional Rent upon demand . (ii) Failure to comply in any material respect with any material term, provision or covenant of this Lease, other than payment of monetary sums, and such failure continues for a period of thirty ( 30 ) days after written notice specifying such failure has been received by the defaulting party, or in the case of any such failure which cannot with due diligence and in good faith be cured within thirty ( 30 ) days, within such additional period as may be reasonably required to cure such failure with due diligence and in good faith provided that the defaulting party commences to cure such failure within thirty ( 30 ) days after written notice . (iii) In addition to the foregoing, the following shall also be deemed an Event of Default : # proceedings are instituted by or against Landlord or Tenant, as the case may be, under the existing or any future federal Bankruptcy Code, as amended or modified, or any insolvency or receivership laws ; # Landlord or Tenant, as the case may be, makes an assignment for the benefit of the creditors . (b) Remedies . Upon the occurrence of any Event of Default, the non - defaulting party may, at its option, and in addition to and cumulatively of any other rights it may have at law or in equity or under this Lease # cure the Event of Default on the defaulting party's behalf, in which event the defaulting party shall reimburse the non - defaulting party for all sums so expended ; # terminate this Lease by notice to the defaulting party and in conformity with the procedures required herein and by applicable law ; or # enforce, by all proper and legal suits and other means, its rights hereunder, including, without limitation, pursuing injunctive or other equitable relief as a remedy . Landlordexpressly reserves a right of entry to repossess the Leased Premises if there is an Event of Default by Tenant . The rights, remedies, options or elections of the Parties in the Lease are cumulative , and the failureof a Party to enforc · e performance by the other of any provision of the Lease applicable to the other Party, or to exercise any right, remedy, option or election, or the acceptance by Landlord of Base Rent or Additional Rent from Tenant after any Event of Default by Tenant, in any one or more instances, shall not act as a waiver or a relinquishment at the time or in the future, by Landlord of such provisions of the Lease, or of such rights, remedies, options or elections, and they shall continue in full force and effect, a waiver by Landlord or Tenant, as the case may be, only being effective if in writing, expressly setting forth the waiver . 14. Surrender of Possession . (a) Tenant Property . On the expiration or earlier termination of this Lease, title to all Improvements located at the Leased Premises shall continue to be the property of Tenant, its successors or assigns . (b) Delivery of Leased Premises . In accordance with the foregoing, Tenant shall, on or before the last day of the Term, or upon the earlier termination of this Lease, peaceably and quietly leave, surrender and yield up to Landlord the Leased Premises, free of all occupants and all property of Tenant, including, without limitation, the Solar Facility and related improvements . (c) Removal of Solar Facility and other Improvements . Promptly after the expiration or earlier termination of the Term, Tenant shall decommission, dismantle and remove the Solar Facility and all other Improvements, returning the Leased Premises and the Property to its condition as of the Effective Date to the extent reasonably practical (reasonable wear and tear, casualty and condemnation excepted) . All electric current shall be terminated in accordance with all Legal Requirements and in a manner that shall not interferewith the use of or operation of the Property by any then current or future tenants licensees of the Property, and in no event shall removal affect the integrity of th e roof on th e Building , whic h shal l be as leak proof as it was immediately prior to the removal of the Solar Facility . Landlord hereby grantsto Tenant and its successors and assigns a license to enter upon the Premises to perform the activitiesrequired to be performed by Tenant pursuant to this Section, which licens e shal l be effectiv e commencingupo n th e date of termination or expiration of the Term and shall continue for sixty ( 60 ) days thereafter . Tenant shall also repair or replace, as the case may be, any damage to the Property, including, without limitation, the Building, resulting from such removal, all to Landlord's reasonable 11 satisfaction . Tenant shall commence work to remove the Solar Facility promptly upon the termination or expiration and shall complete the removal sixty ( 60 ) days thereafter . If any or all of theSolar System and all related improvements are not removed per the term s of this Section , the n i n additiont o suc h condition being deemed an Event of Default, and Landlord having all rights and remedies provided for in this Lease, at law and in equity, the Solar System and other Improvements shall be deemedabandoned by Tenant, and in such case, such items may be retained by Landlord, at no expense to Landlord, or be disposed of by Landlord, in Landlord's sole and absolute discretion, without accountability to Tenant, and all at Tenant's sole cost and expense . The provisions of this Section shall survive the expiration or earlier termination of this Lease . Tenant shall continue to comply and cause all contractors and subcontractors to comply with the insurance requirements and indemnification requirements of this Lease during the period of removal and restoration . 15 . Indemnification . (a) Tenant. Except as may be set forth otherwise in this Lease, Tenant shall indemnify, defend and hold harmless Landlord from and against any claim, loss, expense, including reasonable attorneys' fees, demand, lawsuit , or action (collectively, "Losses"), to the extent resulting from the material breach by Tenant of any obligation, representation or warranty arising under the Lease. (b) Landlord . Except as may be set forth otherwise in this Lease, Landlord shall indemnify, defend and hold harmless Tenant from and against any Losses, to the extent resulting from the material breach by Landlord of any obligation, representation or warranty arising under the Lease . (c) Consequential Damages . Neither party shall be liable to the other for incidental, consequential, special, punitive or indirect damages, including but not limited to loss ofuse or loss of profit or revenue . (d) Survival . The provisions of this Section shall survive the expiration or earlier termination of this Lease . 16. Quie t Enjoyment; Conveyanc e by Landlord. As long as no Event of Default by Tenant has occurred, Landlord covenants that subject to the terms and conditions of this Lease, Tenant shall and may peacefully and quietly have, hold, occupy and enjoy the Leased Premises for the entire Term, without hindrance by Landlord or any party claiming under or through Landlord . 17. Brnkeragc Commission . Landlord and Tenant have dealt directly as principals and neither Party has knowledge of any brokerage commission claimed or payable as a result of the execution of this Lease . Each Party hereby agrees to indemnify, defend and hold harmless the other Party from and against claims for brokerage commissions asserted by any third party as a result of actions by the indemnifying Party claimed to give rise to brokeragecommissions payable as a result of the execution of this Lease, which indemnification shall survive the expiration or earlier termination of this Lease . 18. OFAC Compliance. Landlord and Tenant each represents and warrants that # Landlord or Tenant, as the case may be, and each person or entity owning an interest in Landlord or Tenant, as the case may be, is # not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury ("OFAC") and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the "List"), and # not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, # none of the funds or other assets of Landlord or Tenant, as the case may be, constitute property of, or are beneficially owned, directly or indirectly, by any "Embargoed Person" (as hereinafter defined), # no Embargoed Person has any interest of any nature whatsoever in Landlord or Tenant, as the case may be, (whether directly or indirectly), and # none of the funds of Landlord or Tenant, as the case may be, have been derived from any unlawful activity with the result that the investment in Landlord or Tenant, as the case may be, is prohibited by Law or that the Lease is in violation of Law . The term "Embargoed Person" means any person, entity or government subject to trade restrictions under U . S . law, including but not limited to, the International Emergency Economic Powers Act, 50 U . S . C . † 1701 et seq . , The Trading with the Enemy Act, 50 U . S . C . App . I et seq . , and any Executive Orders or regulations promulgated thereunder with the result that the investment in Landlord or Tenant, as the case may be, is prohibited by La w or Tenan t i s i n violation of Law . Landlor d and Tenant, as the case may be, each covenants and agrees # to comply with all Applicable Laws relating to money laundering, anti - terrorism, trade embargos and economic sanctions, and # toimmediately notify the other in writing if any of the representations, warranties or covenants set forth in this section are no longer true or have been breachedor if Landlord or Tenant, as the case may be, has a reasonable basis to believe that they may no longer betrue or have been breached . Tenant covenants not touse funds from any "Prohibited Person" (as such termis defined in the September 24 , 2001 Executive Order Blocking Property and Prohibiting Transactions WithPersons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to the Landlord under the Lease . Tenant acknowledges thatTenant's inclusion on the List during the Term, or anyrenewal thereof, as the case may be, of the Lease shallbe an Event of Default (without the need for any notice and with no opportunity to cure), thereby entitling Landlord to the exercise of any and all rights and remedies provided for under this Lease, under Applicable Law and in equity . Tenant covenants that Tenant shall not permit the Leased Premises or any portion thereof to be used or occupied by any person or entity on the List or by any Embargoed Person (on a permanent, temporary or transient basis), and any such use or occupancy of the Leased Site by any such person or entity shall be an Event of Default (without the need for any notice and with no opportunity to cure), thereby entitling Landlord to the exercise of any and all rights and remedies provided for under 12 this Lease, under Legal Requirements and in equity. 19. Landlord's Representations , Warranties and Covenants. Landlord hereby represents, warrants and covenants to Tenant as of the Effective Date # that Landlord has not received any written notice of a pending or threatened suits affecting the Property ; # the execution and performance of this Lease by Landlord does not violate any contract,agreement or instrument to which Landlord is a party ; # the execution, delivery and performance by Landlord under this Lease have been duly authorized by all necessary limited liability company action by Landlord and do not violate any provision of any current law applicable to Landlord or the Property or any order, judgment or decree of any court or other agency presently binding on Landlord . Landlord represents and warrants that, as of the Effective Date ; # Landlord has received no written notice thatthere are any Hazardous Substances (defined below) affecting the Leased Premises, or any outstanding written notice requiring a cleanup at the Property and affecting the Leased Premises ; and # Landlord has not received any written notice of any violations by any Governmental Authorities with respect to the Leased Premises alleging a violation of applicable Legal Requirements . Landlord shall indemnify, defend and hold harmless Tenant from and against any and all Losses to the extent resulting from any cleanup obligation imposed on Tenant, except to the extent resulting from any Hazardous Substances brought to the Property by, stored, handled, used, transported, treated, disposed of, or discharged by Tenant or any of Tenant's employees, agents, representatives, contractors, subcontractors, suppliers, guests, licensees and/or invitees ("Tenant Entities") ; however, the foregoing is not a grant of permission for Tenant or any Tenant Entities to bring any Hazardous Substances onto or to store, handle, use, transport, treat, dispose of or discharge any Hazardous Substances in, on, at or under the Property, and such event automatically shall be deemed an Event of Default . The provisions of this [Section 23] shall survive the expiration or earlier termination of this Lease . The term "Hazardous Substance" as used in this Lease shall mean any hazardous or toxic material, substance, or waste, pollutant or contaminant, or infectious or radioactive material, which is regulated now or in the future under any Legal Requirement, including but not limited to any material, substance, or waste, which is : # defined as a soli d waste, hazardous substance, toxi c substanc e or hazardous waste under any Environmental Laws ; # a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, and wastes ; # polychlorinated biphenyls ; # trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents ; # lead ; or # defined or regulated as a hazardous substance or hazardous waste under any rules or regulations promulgated under any Environmental Law . "Environmental Laws" means any federal, state or local laws, ordinances, statutes, codes, rules, 13 orders, directives or decrees now or m effect relating to Hazardous regulations, hereinafter Substances. 20 . EstoppeJ Certificates . Either party agrees, at any time and from time to time upon not less than ten ( 10 ) Business Days' prior notice by the other party, to execute, acknowledge and deliver to the other party, or to any person designated by the other party, a written estoppel certificate certifying : # that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications) ; # the dates to which the Base Rent and Additional Rent required of Tenant under the Lease has been paid ; # whether any Event of Default exists in the performance of any of the provisions of the Lease applicable to Landlord or Tenant, as the case may be, and if so, specifying the Event of Default ; # the Lease Effective Date and the Solar Facility achieved commercial operation ; and # any other information either party may reasonably request, it being intended that any such statement delivered pursuant to this [Section 24] may be relied upon by the other party, or any prospective purchaser, lender, auditor or creditor . Any party's failure to execute, acknowledge, and deliver, on request, such an estoppel within the specified time shall constitute acknowledgment by such party to all persons entitled to rely on the estoppel certificate thatthe information contained in the form of estoppel certificate provided with the request is true and accurate in all respects . Such failure to execute, acknowledge, and deliver, on request, such an estoppel within the specified time shall also constitute a waiver, with respect to all persons entitled to rely on the estoppel certificate (other than Landlord or Tenant, as the case may be), of any defaults that mayexist as of the outside date for return of the requested estoppel certificate . The foregoing notwithstanding, the acknowledgments and waivers addressed in the immediately preceding two sentences shall not apply to the extent such acknowledgment or waiver is inconsistent with any statement or information set out in a written notice provided by such party to the requesting party within the specified time . 21 . Notices . All notices, approvals, disapprovals or elections required or permitted to be given under this Lease shall be in writing and shall be # delivered personally ; # mailed, certified or registered mail, return receipt requested ; # sent by email transmission, so long as on the same day such notice or other communication also is sent by Federal Express Business Express or other professional carrier, for next Day delivery ; or # sent by Federal or other professional carrier for next Business Day delivery, to the parties at the addresses described in the Basic Lease Provisions or at such other addresses as shall be designated by Tenant or Landlord in writing . Except as expressly set forth in this Lease, notices shall be deemed given upon delivery or refusal ; provided that notice sent by email shall only be deemed received when the sender has electronic confirmation that it was sent to all parties (and has retained a printed confirmation of the delivery to the applicable email address) . 22. Ownership of Facility . For the avoidance of doubt, Landlord acknowledges and agrees thatTenant shall be the legal and beneficial owner of the Solar Facility at all times, including all Environmental Attributes, Solar Incentives, and any other tax attributes, and the Solar Facility shall remain the personal property of Tenant and shall not attach toor be deemed a part of, or fixture to, the Property . The Solar Facility shall at all times retain the legal status of personal property as defined under [Article 9] of the Uniform Commercial Code . Landlord covenants that it will use commercially reasonable efforts to place all parties having a mortgage of th e Propert y on notice of the ownership of the Solar Facility and the legal status or classification of the Solar Facility as personal property . If there is any mortgage or fixture filing against the Property, which could reasonably be construed as prospectively attaching to the Solar Facility as a fixture of the Property, Landlord shall provide a disclaimer or release from such lienholder . 23. Tenant Representations and Warranties . In order to induce Landlord to enter into this Lease, Tenant represents and warrants, as of the Effective Date, as follows : # Due Organization . Tenant is duly organized, validly existing and in good standing under the laws of the State of New York, has the full power, right and authority to execute and deliver this Lease and perform its obligations hereunder . Tenant has taken all limited liability company action required to execute, deliver and perform this Lease and has obtained all required consents, approvals and authorizations required for the execution, delivery and performance of this Lease . (b) Insolvency . Tenant has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor has Tenant received written notice that such a petition has been filed against Tenant No general assignment of Tenant's property has been made for the benefit of creditors, and neither Tenant have received any written notice that a receiver, master, liquidator or trustee has been appointed for Tenant or any of their property . Neither Tenant is insolvent . (c) No Pending Litigation . Tenant has not received any written notice of a claim, litigation, proceeding or governmental investigation pending or threatened against or relating to Tenant, Tenant's properties or business or the Solar Facility or its construction which is in conflict with this Lease or which could have a material adverse impact upon this Lease . 24 . Force Maieure . If performance of this Lease or of any obligation hereunder (other than a monetary obligation) is prevented or substantially restricted or interfered with by reason of an event of Force Majeure (as defined below), the affected party, upon giving notice to the other party, shall be excused from such non - monetary performance to the extent of and for the duration of such prevention, restriction or interference . The affected party shall use reasonable efforts to avoid or remove such causes of nonperformance and shall continue performance hereunder whenever such causes are removed . "Force Majeure" means any act or event that prevents the affected Party from performing its non - monetary obligations in accordance with this Lease, if such act 14 or event is beyond the reasonable control and not the result of the fault or negligence of the affected Party and such Party could not have overcome such act or event with the exercise of due diligence (including the expenditure of reasonable sums). Subject to the foregoing, Force Majeure may include without limitation the following acts or events: # Acts of God, including hurricanes, floods, earthquakes, and any other adverse weather conditions that are out of the ordinary for the geographic area of the Property, and which directly result in a party's inability to perform its obligations, # acts of civil disorder including acts of sabotage, acts of war, lockouts, insurrection, riots, mass protests or demonstrations, and police action in connection with or in reaction to any such acts of civil disorder, when any such acts of civil disorder directly result in a Party's inability to perform its obligations and are not a result of such Party's breach of any agreement, and # failures resulting from fires, mechanical breakdowns of or necessities for making repairs or alterations to transformers, power lines, switching equipment, inverters, machinery, cables, meters or any of the equipment therein or thereon, when any such failure directly results in a Party's inability to perform its non - monetary obligations. 28 . F easibility Period . (a) Tenant shall have six ( 6 ) months from the Effective Date in which to secure Governmental Approvals and to secure an Engineering Report, as set forth below ("Feasibility Period") . (b) Governmental Approvals. It is understood and agreed that Tenant's ability to use the Leased Premises is expressly contingent upon its ability to obtain all material permits, licenses, certificates, authorizations and other approvals (collectively the "Governmental Approvals") that may be required by any federal, state, or local authorities, including without limitation, the New York Board of Public Utilities and the local electric distribution company, for the installation and operation of the Solar Facility . Landlord shall reasonably cooperate with Tenant in Tenant's effort to obtain such Governmental Approvals, at no cost to Landlord . Tenant shall have a right to terminate this Lease in the event that any Governmental Approvals required for the installation of the Solar Facility are not secured by Tenant within the Feasibility Period, or the GovernmentalApprovals are unreasonably conditioned and therefore deemed unacceptable to Tenant. Tenant shall promptly apply for and diligently pursue all Governmental Approvals required by Tenant for the installation of the Solar Facility, shall report no less than quarterly to Landlord on the status of all Governmental Approvals required and the applicationtherefore, and shall notify Landlord of the grant or denial of any Governmental Approvals and, if granted, if any such Governmental Approval is unreasonably conditioned and therefore deemedunacceptable to Tenant. If Tenant elects to terminate this Lease because it is denied a Governmental Approval or a Governmental Approval is unreasonably conditioned and therefore deemed unacceptable to Tenant, it shall do so on notice to Landlord given within fifteen (15) Business Days of the denial or grant of the Governmental Approval that is unreasonably conditioned, as the case may be, but in any event no later than the end of the Feasibility Period. Following a termination, and except with respect to obligations that survive the expiration or earlier termination of this Lease, neither party shall have any further obligation to the other with respect to this Lease or the Property. Tenant acknowledges that because of the importance to Landlord knowing whether Tenant shall terminate this Lease no later than the date specified, the failure to timely notify Landlord will conclusively be presumed an election by Tenant not to terminate this Lease. Furthermore, Tenant acknowledges that the Leased Site and the Property are owned by Landlord as a real estate investment and failure by Tenant to give timely notice of a termination as provided for in this Section, regardless of whether the result of accident, surprise, neglect or mistake, shall not in any way entitle Tenant to give the termination notice after the specified time period. Tenant shall deliver to Landlord promptly after filing, Ji copy of all filings with the local electric utility, a s wel l as a cop y of th e interconnectio n agreement. (c) Engineering Report . Within sixty ( 60 ) days following the commencement of the Feasibility Period, Tenant shall, at Tenant's own cost and expense, cause to be prepared an engineering report that shall be certified to Landlord by a New York licensed professional engineer, in form and substance reasonably satisfactory to Landlord (the "Engineering Report"), which report shall be for the 15 benefit of and shall confirm to Landlord and Tenant that the Solar Facility not affect the structural integrity of the Building, including, without limitation, the roof of the Building, nor interfere with the load capacity of the roof, including, without limitation, the load capacity of the roof with respect to the day to day operations and snow load, and that the Building infrastructure and roof structure can support the Solar Facility . If the Engineering Report does not confirm the foregoing, then Landlord shall have the right to terminate this Lease on notice to Tenant, in which event, except with respect to obligations that survive the expiration or earlier termination of this Lease, neither party shall have any further obligation to the other with respect to this Lease or the Property . 29 . Miscellaneous Provisions . (d) Waiver of Jury Trial . EACH PARTY HERETO WAIVES, TO THE FULL EXTENT PERMITTED BYLAW, THE RIGHT TO A JURY TRIAL IN ANY LITIGATION CONCERNING THIS LEASE OR ANY DEFENSE, CLAIM, COUNTERCLAIM, OR SIMILAR CLAIM OF ANY NATURE . (e) Counterparts . This Lease may be executed in counterparts . All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original . The parties hereby agree signatures transmitted by facsimile or email (including electronic signatures) shall be legal and binding and shall have the same full force and effect as if an original of this Lease had been delivered and hereby waive any defenses to the enforcement of the terms of this Lease based on the foregoing forms of signature . (f) exercise of Time Periods. If any date for any right, giving of any notice, or performance of any provision of this Lease falls on a Business Day, then the time for performance will be extended to the next Business Day . Business Day shall mean a day other than a Saturday, Sunday and days that are federal or State of New York holidays such that the federal or State of New York governments are closed for business and the following Jewish holidays : The two days of Rosh Hashanah, Yom Kippur, the first two days of Sukkot, Shemini Atzeret, Simchat Torah, the first two and last two days of Passover and Shavuot . Any time period provided for in this Lease that ends on a Saturday , Sunday or l e gal holiday shall extend to 5 : 00 p . m . New Yor k tim e on th e next full Bus i n e s s Da y . 16 # No Waiver . The failure of either party to require strict performance by the other party of any provision of this Lease will not be considered a waiver of any other provision, nor prevent any party from enforcing that or any other performance at any time thereafter . Neither the acceptance of keys to the Leased Premises nor any other act or thing done by Landlord or any agent or representative of Landlord shall be deemed to be an acceptance of a surrender of the Leased Premises, excepting only an agreement in writing signed by both parties, accepting or agreeing to accept a surrender of the Leased Premises . (h) Further Assurances . The patties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Lease . (i) Governing Law & Jurisdiction . This Lease is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of New York, without giving effect to its conflict of laws provisions . Furthermore, the parties irrevocably submit to the jurisdiction of the Supreme Court of the State of New York, Westchester County in the event of a dispute arising from this Lease . (j) Amendments ; Entire Agreement . This Lease contains the entire agreement between the Parties and is intended by the Parties to set forth their entire agreement with respect to the subject matter hereof, and any agreement hereafter made shall be ineffective to change, modify or discharge this Lease, in whole or in part, unless such agreement is inwriting and signed by both parties to this Lease . Landlord and Tenant agree that all prior or contemporaneous oral or written agreements betweenor amongst themselves or their agents are merged in or revoked by this Lease . The individuals signing thisLease, by signing this Lease, individually represent and warrant that they have the authority to sign this Lease on behalf of the Party for whom they aresigning and to bind such Party to the terms andconditions of this Lease . In no event shall any member, shareholder, officer or director of eitherLandlord or Tenant have any personal liability underthis Lease . Words of any gender in this Lease shall be held to include any other gender and words in the singular number shall be held to include the plural as the sentence requires ; and visa - versa . (k) Partial Invalidity . If any term or provision of this Lease is, to any extent , determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each remaining term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law . (1) Successors and Assigns. This Lease, and the rights and obligations of the Parties hereto, shall be binding upon and inure to the benefit of the parties and their respective successors, heirs, executors, administrators and permitted assigns . (m) Interpretation . The parties acknowledge that their attorneys have reviewed and revised this Lease and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any amendments or exhibits hereto . Each party was represented by legal counsel in the negotiation of this Lease . (n) Headings . The headings herein are inserted only for convenience and shall have no effect in interpreting the meaning of any provision . No Third Party Beneficiaries . This Lease and each of the provisions hereof are solely for the benefit of Landlord and Tenant and their permitted assigns. No provisions of this Lease, or of any of the documents and instruments executed in connection herewith, shall be construed as creating in any person or entity other than Landlord and Tenant any rights of any nature whatsoever. [Signature Page to Follow]

Customary Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, # in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and # otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures,

Nothing contained in the Plan will prevent the Company or any of its Affiliates from adopting or continuing in effect other compensation arrangements (subject to shareholder approval if such approval is required by TSX) and such arrangements may be either generally applicable or applicable only in specific cases.

Allocation of claims against the Company. The parties acknowledge and agree that Buyer’s insurance policies do not provide coverage for claims against the Company that relate to the period prior to Closing, and Seller’s insurance policies will not cover claims against the Company that relate to the period after Closing. With the exception of the Retreat Lawsuit, any claims, causes of action, suits, losses, or demands asserted against the Company that relate to the period prior to Closing shall be the responsibility of Seller, including, without limitation, with respect to the Injury Allegation, and any claims, causes of action, suits, losses, or demands asserted against the Company that relate to the period after Closing shall be the responsibility of Buyer. Buyer shall be responsible for resolving the Retreat Lawsuit, including responsibility for all fees, costs and expenses relating thereto, that are incurred or arise after Closing.

Exculpation Provisions. Borrowers specifically agree that they have a duty to read this Agreement and the Security Instruments and agree that they are charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that Borrowers have in fact read this Agreement and are fully informed and have full notice and knowledge of the terms, conditions and effects of this Agreement; that Borrowers have been represented by independent legal counsel of their choice throughout the negotiations preceding Borrowers' execution of this Agreement and the Security Instruments; and has received the advice of Borrowers' attorney in entering into this Agreement and the Security Instruments; and that Borrowers recognize that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Borrowers agree and covenant that Borrowers will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not "conspicuous."