All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the "Uniform Commercial Code") shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms "accounts", "chattel paper", "commercial tort claims", "instruments", "general intangibles", "goods", "payment intangibles", "proceeds", "supporting obligations", "securities", "investment

Commercial Auto Liability Insurance. Commercial auto liability insurance with a combined limit of not less than One Million Dollars ($1,000,000) for bodily injury and property damage for each accident. Such insurance shall cover liability relating to any auto (including owned, hired and non-owned autos).

The Company undertakes to promptly have the entry of DR in the Commercial Register deleted upon termination of this Agreement.

After First Commercial Sale. After the First Commercial Sale of a Licensed Product, Surface shall deliver reports to Harbour within ​ days of the end of each Reporting Period, containing information concerning the immediately preceding Reporting Period, as further described in Section 5.2.

Commercial Letters of Credit. The Borrower agrees to pay to the Administrative Agent for the ratable benefit of each Revolving Lender based upon each such Lender’s Revolving Facility Percentage (except as otherwise provided in Section 2.18 with respect to Defaulting Lenders), a fee in respect of each Letter of Credit issued hereunder that is a Commercial Letter of Credit in an amount equal to # the Applicable Margin for Revolving Loans that are Eurodollar Loans in effect on the date of issuance times # the Stated Amount of such Letter of Credit. The foregoing fees shall be payable on the date of issuance of such Letter of Credit.

No Borrower will, and no Borrower will permit any of the other Loan Parties to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Loan Party to # pay dividends or make any other distributions on its Equity Interest owned by any Borrower or any other Loan Party, or pay any Indebtedness owed to any Borrower or any other Loan Party, # make loans or advances to any Borrower or any other Loan Party or # transfer any of its properties or assets to any Borrower or any other Loan Party, except for such encumbrances or restrictions existing under or by reason of # Applicable Laws regulation or order, # this Agreement and the other Loan Documents, # customary provisions restricting subletting, transfer, license or assignment of any lease governing any leasehold interest of any Borrower or any other Loan Party or otherwise relating to the assets subject thereto, # customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by any Borrower or any other Loan Party in the Ordinary Course of Business, # restrictions on the transfer of any asset or Subsidiary pending the close of a permitted sale of such asset or Subsidiary, # restrictions on the transfer of any asset subject to a Lien permitted by [Sections 7.1(c), (f), (h), (n) or (o)])])])])]; # negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under [Section 7.4] but only if such negative pledge or restriction expressly permits Liens for the benefit of the [[Organization B:Organization]] and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; # encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the Ordinary Course of Business; # the Junior Lien Documents and any agreements governing any Permitted Refinancing thereof; # contractual obligations which exist on the Closing Date and (to the extent not otherwise permitted by this [Section 7.8]) are listed on [Schedule 7.8(c)]; # restrictions binding on a Loan Party at the time such Loan Party first becomes a Loan Party through a joinder to the Loan Documents, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Loan Party; # restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and # an agreement effecting a renewal, replacement, refinancing, restructuring and extension of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument referred to in [clause (i) through (xii) above]; provided that

Elective deferrals, qualified nonelective contributions, and qualified matching contributions, and income allocable to each are not distributable to a participant or his beneficiary in accordance with such person's election, earlier than upon the participant's severance from employment, death, or disability. All distributions that may be made pursuant to one or more of the distributable events described in this [Section 5.5(e)] are subject to the spousal and participant consent requirements as described in Section 5.2(a).

SECTION # Certain Restrictions on Subsidiaries 93

The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;

The formula will include either a Business Area or Commercial Area component, as determined under this program.