Special Provisions Relating to Euro. Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the Sixth Amendment Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.

Special ISO Provisions. If designated as an ISO, this Option shall be treated as an ISO to the extent allowable under Section 422 of the Code, and shall otherwise be treated as a Non-ISO. If you sell or otherwise dispose of Shares acquired upon the exercise of an ISO within 1 year from the date such Shares were acquired or 2 years from the Grant Date, you agree to deliver a written report to the Company within 10 days following the sale or other disposition of such Shares detailing the net proceeds of such sale or disposition.

Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause # the Resale Registration Statement (as of the effective date of the Resale Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), # to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC, and # not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and # any related prospectus, preliminary prospectus and any amendment thereof or supplement thereto, as of its date, # to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC, and # not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to a Noteholder and furnished to the Company by or on behalf of such Noteholder specifically for inclusion therein.

Provisions Relating to Extended Revolving Commitments. If the Letter of Credit Expiration Date in respect of any Tranche of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then # if consented to by the L/C Issuer, if one or more other Tranches of Revolving Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to [[Sections 2.03(c) and (d)])]])]) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such nonterminating Tranches up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated and provided however, that no Revolving Lender with Revolving Commitments terminating upon the Revolving Termination Date shall be obligated to purchase participations in or have any reimbursement obligations with respect to any such Letters of Credit with an expiry date occurring after the Letter of Credit Expiration Date unless consented to by such Revolving Lender) and # to the extent not reallocated pursuant to immediately preceding [clause (i)], the Borrowers shall Cash Collateralize any such Letter of Credit in accordance with [Section 2.03(c)]. Upon the maturity 885707.04-LACSR02A - MSW

Additional Provisions Relating to [Section 409A]. The following is added to the Agreement as [Section 7]:

Adjusted Term SOFR may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs (other than Taxes which shall be governed by [Section 16]), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, or pursuant to any Change in Law or change in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at Adjusted Term SOFR. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender # require such Lender to furnish to

Special Provisions for Merger Transactions. Notwithstanding anything to the contrary herein or in the Equity Definitions:

Within 30 days after Closing, Seller shall commence construction of the Black Oak Community Entry on Black Oak Drive, including the landscaping and amenities in Paragraph 1. This provision shall expressly survive Closing and remain a continuing obligation of Seller until complete.

Special Assistance. Upon request by TLC Hong Kong, TLC and TLC Hong Kong will negotiate in good faith the terms and conditions of a separate development and technical services agreement relating to the Derivative Products, which will include

Special Definitions. For purposes of this Agreement, the following terms have the meanings set forth below: