Common use of COVENANTS OF BORROWER Clause in Contracts

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder; (b) Borrower shall not, without the prior written consent of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees So long as follows: this Agreement has not been terminated as provided hereafter, the Borrower: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant will defend the Collateral against the claims of landlord or lessor contained in each of the Leasesall other persons; (iib) give prompt notice to Lender will keep the Collateral free from all security interests or other encumbrances, except for the Security Interest and except for Permitted Liens; (c) will not assign, deliver, sell, transfer, lease or otherwise dispose of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant Collateral or any guarantor thereunder; (b) Borrower shall not, interest therein without the prior written consent of the Lender, except that prior to an Event of Default, the Borrower may sell or lease Inventory in the ordinary course of the Borrower’s business and dispose of worn out or obsolete Equipment in the ordinary course of the Borrower’s business; (d) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral and upon the Lender’s request will mark any of such records and all or any other Collateral to give notice of the Security Interest and will permit the Lender or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Borrower’s books, ledgers, reports, correspondence and other records; (e) upon demand, will deliver to the Lender any Documents and any Chattel Paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales or leases or other dispositions of the Collateral and Proceeds thereof and any and all other schedules, documents and statements that the Lender may from time to time request; (f) will keep the Collateral at the Borrower’s address set forth above until the Lender is notified in writing of any change in its location, and will not change the location of the Borrower’s chief executive office without the written consent of the Lender; (g) will notify the Lender promptly in writing of any change in the Borrower’s address, name or identity from that specified above or of any change in the location of the Collateral; (h) will not change its legal name or reincorporate or reorganize itself under the laws of any other jurisdiction; (i) modify will permit the Lender or its agents to inspect the Collateral; (j) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (k) will execute and deliver to the Lender such financing statements, landlord waivers and other documents requested by the Lender, and take such other action and provide such further assurances as the Lender may deem advisable to evidence, perfect or enforce the Security Interest created by this Agreement; (l) will pay all taxes, assessments and other charges of every nature that may be levied or assessed against the Collateral (unless the same are being contested in good faith); (m) will insure the Collateral against risks by obtaining policies (none of which shall be cancellable without at least 30 days prior written notice to the Lender) in coverage, form and amount and with companies reasonably satisfactory to the Lender, containing a loss payee provision in favor of the Leases; (ii) terminate Lender, and at the term Lender’s request will deliver each policy or accept the surrender certificate of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior insurance therefor to the accrual thereofLender; and (vn) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or will prevent any part of the Premises Collateral from becoming an accession to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in other goods not covered by this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveAgreement. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as followswith Lender that: (a) Borrower shall will (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor Borrower contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether Leases either given by the Tenant “Tenant” under the Leases to Borrower, Borrower or given by Borrower to the “Tenant” under the Leases, together with a complete copy of any such noticeclaim; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, Leases to be performed or observed by the Tenant “Tenant” thereunder; and (iv) appear in and defend any action arising growing out of, or in any manner matter connected with, any of the Leases, Leases or the obligations or liabilities of Borrower as the landlord thereunder, “Landlord” thereunder or of the Tenant “Tenant” or any guarantor thereunder; (b) Borrower shall will not, without the prior written consent of Lender, either (i) modify any material term of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive waive, or release the Tenant from “Tenant” from, the performance or observance by the Tenant “Tenant” of any material obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; or (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or “Tenant” under the Leases except for Concessionaire Leases by tenant or the rents, issues and profits from the Leases and from the Premises to any person or entity other than LenderBorrower as landlord; (c) Borrower shall not, without take no action which shall cause or permit the prior written consent estate of Lender, enter into the “Tenant” under the Leases to merge with the reversionary interest of Borrower in the Property or any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;portion thereof; and (d) Lender shall not be obligated to perform or discharge any obligation of Borrower shall protectunder the Leases, and Borrower agrees to, and does hereby indemnify and save hold Lender harmless against any and all liability, loss or damage which Lender from and against all liabilities, obligations, claims, damages, penalties, causes may incur under any of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon the Leases or incurred by Lender under or by reason of this Assignment Assignment, and any claim or demand from all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by an act of Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each not release the lien of the Leases; (ii) give prompt notice to Lender of Mortgage Loan Documents from all or any claim of default under any portion of the LeasesMortgaged Property, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to without first obtaining Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;’s consent. (b) Borrower shall notnot modify, without the prior written consent of Lenderamend, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of, terminate, waive any material term of, or grant any obligor (including Borrower and Mortgage Loan Guarantors) a release of any liability under, or permit the assumption of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any obligations of the Leases; (iv) permit borrower under, the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest inMortgage Loan Documents, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than without first obtaining Lender;’s consent. (c) Borrower shall notnot further pledge, without hypothecate or assign the prior written consent Collateral, or permit there to exist any lien with respect to the Mortgage Loan Documents, other than the lien of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;Transaction Documents. (d) During the continuance of an Event of Default, Borrower shall protectnot make any distributions of net cash flow, indemnify capital transaction proceeds or any other amounts to its members. (e) Borrower shall prosecute the Foreclosure Proceedings in accordance with the written instructions of Lender, and save harmless shall not settle, compromise or discontinue the same without the prior consent of Lender. Borrower shall otherwise enforce the terms and conditions of the Mortgage Loan Documents in accordance with Lender’s instructions, including, if Lender from so requests, the commencement of an action to enforce the Mortgage Loan Guaranties against Mortgage Loan Guarantors. (f) Borrower shall, at Borrower’s expense, (i) defend the right, title and interest of Lender in and to the Collateral against all liabilitiesPersons other than Lender and (ii) at Lender’s request, obligationstake all action reasonably necessary to ensure that Lender will have a first priority security interest in the Collateral. (g) Borrower shall furnish Lender, claimspromptly after its receipt or delivery thereof, damageswith a copy of any material correspondence or communication received by Borrower with respect to the Mortgage Loan or the Mortgaged Property, penaltiesincluding, causes without limitation, notice of action(i) the occurrence of a default or event of default under the Mortgage Loan Documents, costs (ii) the occurrence of a fire or other casualty at the Mortgaged Property, (iii) the commencement, or threatened commencement, of any action or proceeding against Mortgage Borrower by any Person other than Borrower and (iv) the commencement, or threatened commencement, of proceedings in eminent domain in respect of the Mortgaged Property. (h) Borrower shall furnish Lender, promptly after its receipt thereof, with a copy of any notice from Governmental Authorities that the Mortgaged Property is not in compliance with Legal Requirements. (i) Borrower shall furnish Lender, promptly after its receipt thereof, with copies of any financial statements, balance sheets, rent rolls and other material reports or information pertaining to Mortgage Borrower or the Mortgaged Property delivered by Mortgage Borrower to Borrower. (j) Borrower shall hold all income received in respect of the Mortgage Loan in trust on behalf of Lender, and shall apply all amounts received on account thereof on account of the Obligations then due and payable. (k) If Mortgage Borrower requests Borrower’s consent to any act or matter for which the consent of the lender under the Mortgage Loan Documents is required, Borrower shall furnish Lender with a copy of such request. Borrower shall then grant or withhold such consent in accordance with the instructions of Lender. If Mortgage Borrower requests Borrower’s consent as aforesaid, and Borrower is required to act reasonably in connection with the giving or withholding of such consent, Lender shall act reasonably in respect thereto. (l) At any time from time to time upon the reasonable request of Lender, at the sole expense of Lender, Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement, including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Lender may reasonably request). (m) Borrower shall provide Lender with the following financial and reporting information: (i) Within 30 days after the last day of each of the first three fiscal quarters in any fiscal year, Borrower’s unaudited balance sheets as of the end of such quarter, presented fairly in accordance with Income Tax Basis accounting and certified as being true and correct by an officer’s certificate; (ii) Within 120 days after the last day of its fiscal year, Borrower’s statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, which financial statements shall include, without limitation, reasonable details as to earnings and expenses with respect to the operation of the Mortgage Property, in each case presented fairly in accordance with Income Tax Basis accounting and certified as being true and correct by an officer’s, manager’s or member’s certificate; and (iii) Within 30 days after the last day of each calendar quarter in any fiscal year, any and all property level financial information (including, without limitation, attorneys’ fees rent rolls and expensesincome statements) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added respect to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note Mortgaged Property that Borrower obtains from the date incurred until paid and shall be payable on demand;Mortgage Borrower or otherwise possesses. (en) Borrower shall authorize at all times comply in all material respects with Legal Requirements and directshall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises all licenses material to pay all rental to Lender upon receipt of written demand from Lender to so pay the same;its business. (fo) The warranties Borrower shall at all times keep proper books of records and representations accounts in which full, true and correct entries shall be made of its transactions and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with Income Tax Basis accounting. (p) Borrower made in Paragraph 1.01 hereof shall observe, perform and satisfy all the terms, provisions, covenants and agreements of Borrower made in this Paragraph apply conditions required to each Lease in effect as of the time of execution of this Assignmentbe observed, performed or satisfied by it, and shall apply pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Borrower shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each Lease hereafter made at case, in any manner would create any lien or charge upon the time each Collateral, except for any such future Lease becomes effectivetaxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. (gq) At the request of Lender, Borrower immediately shall deliver to Lender valid certificates of insurance evidencing the issuance of a Qualified Insurance Policy for the Mortgage Property at least ten (10) Business Days prior to the expiration of the then current insurance policy. Notwithstanding the foregoing, until such time as Borrower or an Affiliate of Borrower acquires title to the Mortgaged Property, Borrower shall be deemed in compliance with the provisions of this Section 10(n) if Borrower furnishes Lender, not less than ten (10) Business Days prior to the expiration of the applicable policy or policies, with evidence that all security deposits and other deposits (whether refundable or non-refundable) paid Mortgage Borrower has obtained the insurance coverages required by Tenants under the Leases have been placed in a separate account in accordance with applicable lawMortgage Loan Documents.

COVENANTS OF BORROWER. So long as the Loan shall remain unpaid, Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of a. For so long as any claim of default amounts remain due under any of the LeasesNotes or other Loan Documents, whether given Borrower: i. shall not increase the number of members to serve on the Borrower's Board of Directors above nine; and ii. shall support those members to the Borrower's Board of Directors selected by Lender and/or Fronteer in any election of directors by the Tenant to shareholders of Borrower. b. Without the express written consent of Lender, which consent may be withheld for any purpose, Borrower shall not enter into any contracts, agreements, leases, instruments or given by Borrower to the Tenant, together with a complete copy other documents of any kind or nature, with any third party, other than such notice; (iii) at no cost contracts, agreements, leases, instruments or expense to Lenderother such documents entered into in the normal course of Borrower's business and which do not, enforcein the aggregate, short of termination, the performance and observance of each and every covenant and condition of each exceed a monetary obligation on behalf of the Leases, to be performed or observed by Borrower in excess of $250,000.00. c. Upon the Tenant thereunder; and (iv) appear in and defend any action arising out ofrequest of Lender, or in accordance with the Warrants, Borrower shall register any manner connected with, any common stock of the LeasesBorrower issued to Lender in accordance with the Warrants or issued as Conversion Shares in accordance with Section 6.2.b.iii below. d. Upon the request of Lender, Borrower shall use its best efforts to obtain a letter of resignation from each member of the Board of Directors who was elected or appointed to replace any member of the Board of Directors of Borrower who had previously executed and delivered to Lender a letter of resignation in accordance with Section 2.3 of this Agreement. and deliver such letter of resignation to Lender to be held in escrow in accordance with Section 2.3 of this Agreement. e. Without Lender's prior written consent, Borrower shall not authorize or otherwise permit any stock splits; reverse stock splits; stock dividends; issuance of common shares of the Borrower below the exercise price of the common shares to be issued pursuant to the Warrants, other than the issuance of the Conversion Shares; mergers or consolidations; recapitalization of Borrower; or the obligations or liabilities sale of any assets of Borrower as other than sales of assets in the landlord thereunder, or normal course of the Tenant or any guarantor thereunder;Borrower's business. (b) f. Borrower shall not, without the prior written consent of Lender, (i) modify grant or permit any security interest in any of the Leases; (ii) terminate the term or accept the surrender assets of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior Borrower to the accrual thereof; (v) give any consent anyone, including, but not limited to, purchase money security interests to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign trade creditors. g. Borrower will, at its interest inexpense, furnish to or under the Leases or the rents, issues Lender promptly and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (upon request such instruments including, without limitation, attorneys’ fees other instruments in addition to those specifically provided for herein, and expenses) imposed upon or incurred by take all further actions as Lender by reason may reasonably require from time to time in order to fully comply with the terms of this Assignment Agreement. h. Borrower will maintain and any claim or demand whatsoever preserve its corporate existence, as applicable, under the laws of every jurisdiction in which may it does business. i. Financial statements of Borrower which have been audited by a certified public accountant, and income tax returns for the Borrower are to be asserted against provided to Lender by reason as soon as reasonably possible after the end of each fiscal year during the term of the Loan. j. Borrower will immediately notify Lender of any alleged obligation event or undertaking circumstance which reasonably could be deemed to be performed have a materially adverse effect on Borrower's financial condition or discharged by Borrower's ability to perform its agreements and obligations under the Loan Documents. k. Borrower shall notify Lender under this Assignment. In in writing prior to the event Lender incurs time there is any liabilitychange of name, loss identity or damage by reason business structure of this AssignmentBorrower, or in including the defense addition of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectivetrade names. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as followsfollows that in the event that there are any Leases and future Tenants: (a) Borrower shall (i) fulfill, perform and observe each and every material term, condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any written claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every term, condition and covenant and condition of each of the Leases, Leases to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord or lessor thereunder, or of the Tenant or any guarantor thereunder; (b) Borrower shall not, without the prior written consent of LenderXxxxxx, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leasesthereof other than last month’s rents and security deposits; or (viii) assign its interest in, to or under any of the Leases or the rents, issues and profits from any of the Leases and or from the Premises Property to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, which shall not be unreasonably withheld, delayed or denied (i) enter into any new Lease unless of all or any part of any Property other than in the ordinary course of operating Xxxxxxxx’s business at such Property; (ii) modify any of the Leases other than in the ordinary course of operating Xxxxxxxx’s business at any Property; (iii) terminate the term or accept the surrender of any of the Leases; (iv) waive or release the Tenant thereunder shall have been approved from the performance or observation by the Tenant of any obligation or condition of any of the Leases; (v) give any consent to any assignment by the Tenant under any of the Leases; (vi) agree to subordinate any of the Leases to any mortgage or other encumbrance other than in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lenderfavor of the Bank; or (vii) modify the terms of any guaranty of any of the Leases, or terminate any such guaranty; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes take no action that will cause or permit the estate of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon the Tenant under any of the Leases to merge with the interest of Borrower in any Property or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demandportion thereof; (e) Borrower shall does hereby authorize and empower Lender to collect all rents, issues and profits arising or accruing under the Leases or from any Property as they become due, and does hereby irrevocably authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender any Property, upon receipt of written demand notice from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that pay all security deposits rents, issues and other deposits (whether refundable profits thereafter arising or non-refundable) paid by Tenants accruing under the Leases or from any Property to Lender and to continue to do so until otherwise notified by Xxxxxx, and Xxxxxxxx agrees that each and every Tenant shall have been placed in the right to rely upon such notice by Lender without any obligation or right to inquire as to whether any Event of Default exists and notwithstanding any notice or claim of Borrower to the contrary, and that Borrower shall have no right or claim against any Tenant for any rents paid by such Tenant to Lender following receipt of such notice. To the extent Xxxxxxxx enters into a separate account in accordance with applicable lawLease subsequent to the date hereof, such Lease and Xxxxxxxx's representations and covenants under Sections 1.01 and 1.02, respectively, shall be deemed to apply thereto.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as followswith Secured Party that while this Agreement is in effect: (a) Borrower shall not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so, other than (i) fulfill, perform and observe each and every condition and covenant the sale of landlord or lessor contained in each of the LeasesInventory; (ii) give prompt notice to Lender the sale or transfer of any claim item of default under any Collateral in the ordinary course of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice’s business; (iii) at no cost the sale or expense to Lendertransfer of any of any item of Collateral, enforce, short which has a value of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; less than $10,000 and (iv) appear the disposal of worn-out or obsolete Equipment, all in and defend any action arising out of, or in any manner connected with, any the ordinary course of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;Xxxxxxxx’s business. (b) Borrower shall notnot change its legal name, relocate its principal place of business or its records, or allow the relocation of any Collateral other than in the ordinary course of Borrower’s business or with respect to items of Collateral that are designed to be portable, without the twenty (20) days prior written consent of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior notice to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender;Secured Party. (c) Borrower shall notkeep the Collateral free from all security interests or other encumbrances, without except the prior written consent security interests of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;Secured Party under this Agreement. (d) Borrower shall protect, indemnify and save harmless Lender from and maintain insurance policies insuring the Collateral against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason in an amount and manner customary for a company of this Assignment, or Borrower’s size and in the defense Borrower’s line of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand;business. (e) Borrower shall authorize pay promptly when due all property and directother taxes, assessments and government charges or levies imposed upon, and does hereby authorize all claims (including claims for labor, materials and direct each supplies) against the Collateral, except to the extent the validity thereof is being contested in good faith and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same;adequate reserves are being maintained in connection therewith. (f) The warranties Borrower shall keep and representations of Borrower made in Paragraph 1.01 hereof maintain at its own cost and the covenants expense satisfactory and agreements of Borrower made in this Paragraph apply to each Lease in effect as complete records of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveCollateral. (g) Except for Collateral that is obsolete or no longer used in Borrower’s business, Borrower shall keep all of the Collateral in good condition and repair (normal wear and tear excepted). (h) At any time and from time to time, upon the written request of LenderSecured Party, and at the sole expense of Borrower, Borrower immediately shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Secured Party may reasonably deem necessary or desirable to Lender evidence that obtain the full benefits of this Agreement, including, without limitation, facilitating the filing of UCC financing statements in all applicable jurisdictions. (i) Subject to Secured Party properly perfecting its security deposits interest in the Collateral and Secured Party properly filing any continuation statements or taking other deposits (whether refundable or non-refundable) paid by Tenants under actions necessary to continue the Leases perfection of any such security interest in the Collateral, Secured Party will have been placed a first priority lien security interest in a separate account in accordance with applicable lawthe Collateral.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every material term, condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender Assignee of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to LenderAssignee, enforce, short of termination, the performance and observance of each and every material term, condition and covenant and condition of each of the Leases, Leases to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord or lessor thereunder, or of the Tenant or any guarantor thereunder; (b) Borrower shall not, without the prior written consent of LenderAssignee, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; or (ii) assign its interest in, to or under any of the Leases or the rents, issues and profits from any of the Leases or from the Property to any person or entity other than Assignee; (c) Borrower shall not, without the prior written consent of Assignee, except where doing so would not result in a Material Adverse Effect (as defined in the Credit Agreement) (i) enter into any new Lease of all or any part of the Property; (ii) materially modify any of the Leases; (iii) terminate the term or accept the surrender of any of the Leases; (iv) waive or release the Tenant from the performance or observation by the Tenant of any obligation or condition of any of the Leases; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, agree to or under subordinate any of the Leases or the rents, issues and profits from the Leases and from the Premises to any person mortgage or entity other than Lender; encumbrance; or (cviii) Borrower shall notmodify the terms of any guaranty of any of the Leases, without the prior written consent of Lender, enter into or terminate any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lendersuch guaranty; (d) Borrower shall protectdoes hereby authorize and empower Assignee to collect all rents, indemnify issues and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon profits arising or incurred by Lender by reason of this Assignment and any claim accruing under the Leases or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid Property as they become due, and shall be payable on demand; (e) Borrower shall does hereby irrevocably authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender Property, upon receipt of written demand notice from Lender Assignee, to pay all rents, issues and profits thereafter arising or accruing under the Leases or from the Property to Assignee and to continue to do so pay until otherwise notified by Assignee, and Borrower agrees that each and every Tenant shall have the same;right to rely upon such notice by Assignee without any obligation or right to inquire as to whether any Event of Default exists and notwithstanding any notice or claim of Borrower to the contrary, and that Borrower shall have no right or claim against any Tenant for any rents paid by such Tenant to Assignee following receipt of such notice. (fe) The warranties Borrower does hereby agree that Assignee shall have the right to the appointment of a receiver to collect all rents, issues and representations of Borrower made in Paragraph 1.01 hereof profits and to carry out any other actions which Assignee has the covenants and agreements of Borrower made in this Paragraph apply right to each Lease in effect as of carry out under the time of execution terms of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees that for so long as followsthis Debenture shall remain outstanding it: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, will cause to be performed or observed by reserved and kept available out of its authorized and unissued shares of Common Stock such number of shares that will be sufficient to permit the Tenant thereunder; and (iv) appear conversion in and defend any action arising out of, or in any manner connected with, any full of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderall outstanding Debentures; (b) Borrower shall not, without the prior written consent will take all such action as may be necessary to ensure that all shares of Lender, (i) modify any Common Stock delivered upon conversion of the Leases; (ii) terminate Debentures shall, at the term or accept the surrender time of any delivery of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases certificates for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest insuch shares, to or under the Leases or the rentsbe duly and validly authorized, issues issued, fully paid and profits from the Leases and from the Premises to any person or entity other than Lendernon-assessable; (c) Borrower shall notwill duly and punctually pay, without or cause to be paid, the prior written consent of Lenderprincipal and interest on this Debenture on the date(s) on which such principal, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender premium (if any) and said Lease is in form and content satisfactory to and approved in writing by Lenderinterest comes due; (d) Borrower shall protect, indemnify will preserve and save harmless Lender from keep in full force and against all liabilities, obligations, claims, damages, penalties, causes effect its corporate existence and that of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason each of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demandits subsidiaries; (e) Borrower shall authorize will cause all properties used or useful in the conduct of its business and directthat of its subsidiaries to be maintained and kept in good condition, repair and does hereby authorize working order (reasonable wear and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the sametear excluded); (f) The warranties and representations will not declare or pay any cash dividend or other distribution on the Common Stock or make, or directly or indirectly assume, any liability or obligation in connection with any distribution of Borrower made any sort in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply respect to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective.its Common Stock; and (g) At will not sell, lease, convey or transfer its properties or assets or those of any of its subsidiaries as an entirety, or substantially as an entirety, to any person other than in the request ordinary course of Lenderbusiness, Borrower immediately or merge or consolidate with any other business or person without the consent of the holder of this Debenture, which consent shall deliver to Lender evidence that all security deposits not be unreasonably withheld. SONUS COMMUNICATION HOLDINGS, INC. By: /s/ W. Xxxx Xxxxxx ------------------------------------- W. Xxxx Xxxxxx, CEO AGREED TO AND ACCEPTED BY HOLDER: /s/ Holder ----------------------------- Name: EXHIBIT 3.1(E) PROPOSED INVESTOR'S NAME:____________________ AGREEMENT NUMBER:__________ DEBENTURE PURCHASE AGREEMENT DATED AS OF MAY 5, 1999 BY AND BETWEEN SONUS COMMUNICATION HOLDINGS, INC. AND EACH OF THE PURCHASERS LISTED IN SCHEDULE A ANNEXED HERETO THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE, NOR HAS ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DEBENTURE PURCHASE AGREEMENT OR ITS EXHIBITS OR SCHEDULES (THE "PURCHASE AGREEMENT"). ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE PURCHASE OF THE SECURITIES OFFERED HEREBY AND DESCRIBED IN THIS PURCHASE AGREEMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS AND CERTAIN INFORMATION CONCERNING THE COMPANY" SET FORTH AS EXHIBIT B HERETO. PROSPECTIVE INVESTORS SHOULD CAREFULLY READ THIS PURCHASE AGREEMENT IN ORDER TO EVALUATE THE RISKS INVOLVED IN LIGHT OF THEIR INVESTMENT OBJECTIVES AND FINANCIAL RESOURCES. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EVALUATION OF THE COMPANY, THE 10% CONVERTIBLE DEBENTURES (THE "DEBENTURES") OFFERED HEREBY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THIS PURCHASE AGREEMENT AND ITS EXHIBITS AND SCHEDULES CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE COMPANY'S ACTUAL RESULTS AND ACTIVITIES COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF THE RISK FACTORS DESCRIBED IN "RISK FACTORS AND CERTAIN INFORMATION CONCERNING THE COMPANY" SET FORTH AS EXHIBIT B HERETO AND OTHER FACTORS INCLUDED ELSEWHERE IN THIS PURCHASE AGREEMENT. NO REPRESENTATIONS, WARRANTIES, OR ASSURANCES OF ANY KIND ARE MADE OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENCES WHICH MAY BE REALIZED BY A PURCHASER OF THE DEBENTURES OFFERED HEREBY. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS PURCHASE AGREEMENT OR ANY COMMUNICATION, WHETHER WRITTEN OR ORAL, FROM THE COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AS LEGAL, TAX, ACCOUNTING OR OTHER EXPERT ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO THE LEGAL, TAX, ACCOUNTING AND RELATED MATTERS CONCERNING THEIR INVESTMENT IN THE DEBENTURES. THE DEBENTURES ARE BEING OFFERED ONLY TO ACCREDITED INVESTORS WHO ARE CAPABLE OF BEARING THE ECONOMIC RISKS OF THIS INVESTMENT, INCLUDING THE RISK OF LOSING THEIR ENTIRE ORIGINAL INVESTMENT, AND WHO, INDIVIDUALLY OR THROUGH A PURCHASER REPRESENTATIVE, HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT THEY ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THESE SECURITIES. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. EACH RECIPIENT OF THIS PURCHASE AGREEMENT IS ENCOURAGED TO AVAIL ITSELF OF THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE COMPANY CONCERNING ITS BUSINESS OPERATIONS, THE TERMS AND CONDITIONS OF THIS OFFERING, AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THAT IT IS POSSESSED OR OBTAINABLE WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS PURCHASE AGREEMENT. ANY PROSPECTIVE INVESTORS HAVING ANY QUESTIONS REGARDING THIS OFFERING OR DESIRING ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED HEREIN SHOULD CONTACT W. XXXX XXXXXX, CHIEF EXECUTIVE OFFICER AT SONUS COMMUNICATION HOLDINGS, INC., 0000 XXXXXX XXXX., SUITE 1008, ARLINGTON, VIRGINIA 22201. THERE IS NO PUBLIC OR OTHER MARKET FOR THE DEBENTURES OF THE COMPANY OFFERED HEREBY OR FOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF (THE "CONVERSION SHARES") NOR CAN THERE BE ANY ASSURANCE THAT SUCH MARKET WILL DEVELOP AFTER THE COMPLETION OF THIS OFFERING OR AT ANY OTHER TIME. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PURCHASE AGREEMENT AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR IN THE DOCUMENTS FURNISHED BY THE COMPANY AS CONTEMPLATED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY OR ON BEHALF OF THE COMPANY. THE DELIVERY OF THIS PURCHASE AGREEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE DISTRIBUTION OF THIS PURCHASE AGREEMENT AND THE OFFERING OF THE DEBENTURES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS PURCHASE AGREEMENT COMES ARE REQUIRED BY THE COMPANY TO INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. THIS PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT LAWFUL, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. NO ACTION HAS BEEN OR WILL BE TAKEN BY THE COMPANY THAT WOULD PERMIT A PUBLIC OFFERING OF THE DEBENTURES OR THE CONVERSION SHARES OR THE CIRCULATION OR DISTRIBUTION OF THIS PURCHASE AGREEMENT OR ANY OFFERING MATERIAL IN RELATION TO THE DEBENTURES OR THE CONVERSION SHARES IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. THIS PURCHASE AGREEMENT HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF PROSPECTIVE INVESTORS INTERESTED IN THE PROPOSED PRIVATE PLACEMENT OF THE DEBENTURES AND CONSTITUTES AN OFFER ONLY IF THE NAME OF THE PROSPECTIVE INVESTOR APPEARS IN THE APPROPRIATE SPACE PROVIDED ON THE COVER HEREOF. DISTRIBUTION OF THIS PURCHASE AGREEMENT TO ANY PERSON OTHER THAN SUCH PROSPECTIVE INVESTOR AND THOSE PERSONS RETAINED TO ADVISE SUCH PROSPECTIVE INVESTOR WITH RESPECT THERETO IS UNAUTHORIZED, AND ANY REPRODUCTION OF THIS PURCHASE AGREEMENT, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF SONUSCOMMUNICATION HOLDINGS, INC. IS PROHIBITED. DEBENTURE PURCHASE AGREEMENT THIS DEBENTURE PURCHASE AGREEMENT (the "Agreement") is made as of the 5th day of May, 1999, by and other deposits among SONUS COMMUNICATION Holdings, Inc., a Delaware corporation (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in "Company"), and the investors listed on Schedule A attached hereto and made a separate account in accordance with applicable lawpart hereof (the "Investors").

COVENANTS OF BORROWER. Borrower hereby covenants As of the date hereof and agrees so long as followsthe Obligations hereunder shall be outstanding: (a) Borrower shall (i) fulfillwill preserve and keep in force and effect, perform its corporate existence and observe each all licenses and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower permits necessary to the Tenant, together with a complete copy proper conduct of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderits business; (b) Borrower will promptly pay and discharge all lawful taxes, assessments, charges or levies imposed upon Borrower, or upon or in respect of all or any part of the property or business of Borrower, all trade accounts payable in accordance with usual and customary business terms and all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of Borrower; provided, Borrower shall notnot be required to pay such tax, without the prior written consent of Lenderassessment, charge, levy, account payable or claim if (i) modify the validity, applicability or amount thereof is being contested in good faith by appropriate action or proceeding which will prevent the forfeiture or sale of any property of the Leases; Borrower, and (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance Borrower shall set aside on its books, reserves deemed by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior it to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lenderbe adequate with respect thereto; (c) Borrower shall notwill promptly comply with all laws, without ordinances or governmental rules and regulations to which it is subject, the prior written consent violations of Lenderwhich would materially or adversely affect its properties, enter into business, prospects, profits or condition or would result in any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lendermaterial lien or charge upon any property of Borrower; (d) Borrower shall protectwill maintain, indemnify preserve and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon keep its properties which are used or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or useful in the defense conduct of any claim or demand arising out of or its business in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid good repair and shall be payable on demandworking order; (e) Without prior written approval from Lender, Borrower shall authorize will not create, assume or incur or in any manner become liable with respect of any indebtedness except this Promissory Note and direct, and does hereby authorize and direct each and every present and future Tenant any indebtedness of Borrower incurred prior to the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same;date hereof; and (f) The warranties Borrower will not create or incur any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (a “Lien”) other than the Lien under the Security Agreement on it or its property or assets, whether now owned or hereinafter acquired, or upon any income or profits there from except (i) Liens for property taxes and representations assessments or levies and liens that are not yet due and payable; (ii) Liens of or resulting from any judgment or award, the time for appeal or petition for rehearing of which shall not have expired or in respect of which the Company shall in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; or (iii) Liens or priority claims (A) incidental to the conduct of business, (B) created by any material agreement of Borrower made in Paragraph 1.01 hereof entered into prior to and the covenants and agreements of Borrower made in this Paragraph apply to each Lease currently in effect as of the time date hereof or (C) the ownership or lease of execution properties and assets and not in connection with the borrowing of this Assignmentmoney, provided, in each case, the obligation secured is not overdue, or if overdue, is being contested in good faith by appropriate actions or proceedings and provided, further that Borrower shall apply have received the prior written consent of Lender to each Lease hereafter made at the time each such future Lease becomes effectiveany Lien described in (A) or (C) above. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default a “material default” (as defined below) under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance observation of each and every covenant and condition of each of the Leases, Leases to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;. (b) Borrower shall not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iiiii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iii) enter into any new Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the actual accrual thereof; or (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the income, rents, issues issues, profits and profits revenues from the Leases and from the Premises to any person or entity other than Lender;; provided, however, the foregoing restrictions shall not apply to any Guest Occupancy Agreements in the ordinary course of business. (c) Borrower shall not, without take no action which will cause or permit the prior written consent estate of Lender, enter into any Lease unless Tenants under any of the Tenant thereunder shall have been approved Leases to merge with the interest of Borrower in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;the Premises or any portion thereof. (d) Borrower shall protect, indemnify and save harmless Lender from and against all actual liabilities, obligations, claims, actual damages (excluding consequential, special and punitive damages, except to the extent Lender is found liable to pay the same to third parties), penalties, causes of action, out of pocket costs and expenses (expenses, including, without limitation, reasonable attorneys’ ' fees and expenses) , imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any actual liability, loss or actual damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage if not paid or discharged within thirty (30) days of receipt of written demand (including the substantiation of such costs and expenses) shall be added to the Indebtedness, shall bear interest at the rate Default Rate of Default Interest interest specified in the Note from the date incurred until paid and shall be payable on within thirty (30) days of receipt of said demand;. (e) Except with respect to any Guest Occupancy Agreements, Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental rentals to Lender upon receipt of written demand from Lender to so pay the same;. (f) The warranties and representations of Borrower made in Paragraph 1.01 1.1 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of LenderLender following the occurrence of an Event of Default, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed Leases; and Lender shall hold such deposits in a separate custodial account in accordance with applicable lawcontrolled by Lender, subject to the terms and conditions of the Leases.

COVENANTS OF BORROWER. 4.1 So long as the Secured Obligations or any part thereof remains unpaid, the Borrower hereby covenants shall not deal with or dispose of any interest in the Secured Assets or part thereof in a manner prejudicial to the interests of the Bank except as provided in the Facility Agreement. 4.2 The Borrower shall file a copy of this Memorandum along with duly completed forms 8 prescribed under the Companies Act, 1956 with the Registrar of Companies, Bangalore, Karnataka along with the requisite filing fee within the prescribed period without payment of penalty and agrees as follows:shall deliver a copy thereof to the Bank. (a) At its own cost and expense, the Borrower undertakes to keep all the Secured Assets fully insured against such risks, and for such amount(s) and for such period and in such form(s) as the Bank may from time to time require, either in the joint names of the Bank and the Borrower, or with the Bank named as loss payee therein, with such reputable insurer(s) as the Bank shall approve in writing. The Borrower shall deposit with the Bank all such insurances along with any cover notes and receipts evidencing payment of premia etc. (ib) fulfillIn relation to such insurances as are required to be maintained pursuant to sub-clause (a) above, perform the Borrower shall make punctual payment of all premia to be paid in relation to such insurances, and observe each shall not do or suffer to be done any act which may invalidate such insurance. (c) In the event the Borrower becomes entitled to make any claims under the above insurances, the Borrower undertakes to promptly make a claim under such insurances, and every condition and covenant of landlord or lessor contained apply all monies received either in each reinstatement of the Leases; Secured Assets insured or towards repayment of the Secured Obligations. (iid) give prompt notice If the Borrower fails to Lender of any claim of default under insure and / or keep insured any of the LeasesSecured Assets, whether given the Bank shall, without prejudice to its rights and liabilities under this Memorandum or at law, be at liberty to insure and keep insured any of the Secured Assets, and the Borrower shall on demand repay the Bank all fees, costs, commissions and charges incurred by the Tenant to Borrower, or given by Bank in doing so. 4.4 This clause is deleted intentionally. 4.5 This clause is deleted intentionally. 4.6 This clause is deleted intentionally 4.7 This clause is deleted intentionally 4.8 The Borrower shall furnish to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, Bank on the performance and observance last day of each and every covenant month or at such intervals as may be decided by the Bank and condition notified to the Borrower and at any other time whenever required by the Bank, full and correct particulars/statements of each all the Secured Assets comprising book debts and shall allow the Bank or its service providers to take inspection of all the books of accounts and shall produce such evidence as the Bank may require as to the value thereof. It shall be lawful for the Bank at any time and from time to time during the continuance of the Leases, security to be performed appoint and employ at the expense of the Borrower in all respects and for such period as the Bank shall think fit one or observed by more person(s) or a firm or a company to inspect the Tenant thereunder; and (iv) appear in and defend any action arising out of, value of all or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or Secured Assets comprising book debts on behalf of the Tenant or any guarantor thereunder;Bank. (b) 4.9 The Borrower shall notnot receive, compound or realise any of the Secured Assets comprising book debts nor do anything whereby the recovery of the same may be impeded without the prior written consent of Lender, (i) modify the Bank and shall keep proper books of account of our business and shall at any time when required produce such books for inspection of the Leases; Bank and allow the Bank (iithrough its employees and agents) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent have access thereto and to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out make copies of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveextracts therefrom. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Borrower shall give Lender prompt written notice of its intention to let all or any portion of the Premises, and all leases now or hereafter entered into will be in form and substance subject to the prior, written approval of Lender. As an accommodation to Borrower, Lender will approve a standard lease form. Notwithstanding the approval of a standard lease form, Lender specifically reserves the right to approve each lease hereinafter entered into wherein (i) the tenant occupies more than five percent (5%) of the net leasable area of the improvements; (ii) where the lease term, excluding renewal options, exceeds three (3) years; (iii) where the use of the premises may be different than the standard building use regardless of length of lease term or square footage; (iv) where the use may be potentially hazardous (x-ray laboratories, etc.); or (v) where there are restrictions on competing stores in a shopping center or other similar project. Borrower may deal with smaller tenants (those taking five percent [5%] of the space or less) in the ordinary course of business without Lender’s consent. Lender shall notify Borrower within ten (10) business days after receipt from Borrower of a request to approve a lease requiring approval together with receipt of the required relevant information if Lender does not approve the lease. In the event that Lender does not notify Borrower that Lender has not approved the proposed lease within ten (10) business days, the lease shall be deemed approved; (b) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the a Tenant to Borrower, or given by Borrower to the a Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, Leases to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder; (bc) Borrower shall not, without the prior written consent of Lender, Lender (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the a Tenant from the performance or observance by the a Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the a Tenant under any of the LeasesLeases unless such Tenant remains primarily liable on the lease and the lease is not otherwise modified; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Except for matters normally occurring in connection with the operation of an all-suites residential facility, Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder; (b) Except for matters normally occurring in connection with the operation of an all-suites residential facility, Borrower shall not, without the prior written consent of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases to which Borrower, as landlord, has the right to consent under the terms of such Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of LenderLendxx, enter xxter into any Lease unless the Tenant thereunder shall have form of the proposed Lease has been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by LenderLendxx; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ ' fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand;. (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same;. (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) Borrower shall not enter into any contract or agreement for the management of the Premises or any portion thereof without the prior written consent and approval of Lender first having been obtained; provided that, subject to and in accordance with the provisions of paragraph 1.06 (a) of the Security Instrument, Lender shall not withhold its consent to the management of the Premises by Robexxx Xxxperties Management, Inc., so long as Charxxx X. Xxxxxxx xxxains the principal stockholder (directly or indirectly) and primarily responsible for the day-to-day management of Robexxx Xxxperties Management, Inc. (h) At the request of LenderLendxx, xxich request Lender may make only upon the occurrence of a Default under this Assignment or under any of the Loan Documents, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed Leases; and Lender shall hold such deposits in a separate custodial account in accordance with applicable lawcontrolled by Lender, subject to the terms and conditions of the Leases.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows:: --------------------- (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor Lessee contained in each of the LeasesLease; (ii) give prompt notice to Lender of any claim of default under any of the LeasesLease, whether given by the Tenant Lessor to Borrower, or given by Borrower to the TenantLessor, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, Lease to be performed or observed by the Tenant Lessor thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of with the LeasesLease, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderLessor; (b) Borrower shall not, without the prior written consent of Lender, (i) modify any of the LeasesLease; (ii) terminate or surrender the term or accept the surrender of any of the LeasesLease; (iii) waive or release the Tenant Lessor from the performance or observance by the Tenant Lessor of any obligation or condition of any of the LeasesLease; (iv) permit defer the prepayment payment of any rents under any of the Leases for more than one (1) month prior to the accrual thereofLease; (v) give any consent to any assignment or sublease by the Tenant under any of the Leasessublease; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises Lease to any person or entity other than Lender; (c) Borrower shall not, take no action which will cause or permit the leasehold estate to merge with the fee without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender's consent; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ ' fees and expenses) imposed upon or incurred by Lender by reason of this Assignment Agreement and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender Xxxxxx under this Assignment. In the event Lender incurs any liability, loss loss, or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss loss, or damage shall be added to the Indebtedness, shall bear interest at the interest rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant insure that the Lessor will recognize as its Lessee any person or entity succeeding to the interest of the whole Borrower upon any foreclosure, or any part other acquisition by the Lender of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveLeasehold Interests. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. So long as the indebtedness secured hereby or any part thereof remains unpaid, Borrower hereby covenants and agrees with Lender as follows: (a) Borrower shall (i) fulfill, perform furnish Lender such instruments and observe each and every condition and covenant of landlord or lessor contained in each shall take such action as may be reasonably required by Lender to assure transferability of the Leases; (ii) give prompt notice to Escrow Funds when and as often as may be reasonably requested by Lender consistent with the provisions of any claim this Agreement and the Deed of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderTrust; (b) Borrower shall will not pledge, assign, transfer or otherwise dispose of all or any interest of Borrower in the Escrow Funds or right of Borrower thereto, or permit any of the foregoing, or attempt to make any withdrawal from the Escrow Account except as specifically permitted hereunder; (c) Except in connection with the Security Agreement described in Section 6 hereof, Borrower will not, without the prior written consent of Lender, (i) modify create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any voluntary or involuntary lien, security interest, encumbrance or charge, or other title retention document, against or covering the Escrow Funds, or any part thereof, or any interest of Borrower therein or right of Borrower thereto regardless of whether the same are expressly or otherwise subordinate to the security interest created in this Agreement, and should any of the Leases; (ii) terminate the term or accept the surrender of foregoing become attached hereafter in any manner to any part of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, Escrow Funds without the prior written consent of Lender, enter into any Lease unless Borrower will cause the Tenant thereunder shall have been approved in writing by Lender same to be promptly discharged and said Lease is in form and content satisfactory to and approved in writing by Lenderreleased; (d) Borrower shall protectpromptly execute and deliver to Lender any financing statement or financing statement change or continuation statement required by Lender to establish or maintain the validity, indemnify and save harmless perfection or priority of the security interest granted herein. Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (includingshall be authorized to file, without limitationthe signature of Borrower where permitted by law, attorneys’ fees and expenses) imposed upon one or incurred more financing or continuation statements, and/or amendments thereto, relating to the interest of Borrower in the Escrow Funds or right of Borrower thereto (a copy of which shall be provided by Lender by reason to Borrower). Borrower further agrees that a carbon, photographic or other reproduction of this Assignment Agreement or any financing statement describing any Escrow Funds is sufficient as a financing statement and any claim or demand whatsoever which may be asserted against filed in any jurisdiction Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand;may deem appropriate; and (e) In the event that Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant file a petition with any bankruptcy court or be the subject of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants petition filed under the Leases have been placed in a separate account in accordance with applicable law.11 U.S.

COVENANTS OF BORROWER. So long as the Loans shall remain unpaid, Borrower hereby covenants and agrees as follows: (a) a. Borrower shall (i) fulfillnot increase the number of members to serve on the Borrower's Board of Directors above nine without the written permission of Lender; and b. Upon the request of Lender, perform and observe Borrower shall use its best efforts to obtain a letter of resignation from each and every condition and covenant of landlord or lessor contained in each member of the Leases; (ii) give prompt notice Board of Directors who was elected or appointed to replace any member of the Board of Directors of Borrower who had previously executed and delivered to Lender a letter of resignation in accordance with Article 3 this Agreement and deliver such letter of resignation to Lender to be held in escrow in accordance with Article 3 this Agreement. c. Without the express written consent of Lender, which consent may not be unreasonably withheld, Borrower shall not enter into any contracts, agreements, leases, instruments or other documents of any claim kind or nature, with any third party, other than such contracts, agreements, leases, instruments or other such documents entered into in the normal course of default under any Borrower's business and which do not, in the aggregate, exceed a monetary obligation on behalf of the LeasesBorrower in excess of $250,000. 4 d. Without Lender's prior written consent, whether given by Borrower shall not authorize or otherwise permit any stock splits, reverse stock splits; stock dividends; mergers or consolidations; recapitalization of Borrower; or the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy sale of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities assets of Borrower as other than sales of assets in the landlord thereunder, or normal course of the Tenant or any guarantor thereunder;Borrower's business. (b) e. Borrower shall not, without the prior written consent of Lender, (i) modify grant or permit any security interest in any of the Leases; (ii) terminate the term or accept the surrender assets of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior Borrower to the accrual thereof; (v) give any consent anyone, including, but not limited to, purchase money security interests to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign trade creditors. f. Borrower will, at its interest inexpense, furnish to or under the Leases or the rents, issues Lender promptly and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (upon request such instruments including, without limitation, attorneys’ fees other instruments in addition to those specifically provided for herein, and expenses) imposed upon or incurred by take all further actions as Lender by reason may reasonably require from time to time in order to fully comply with the terms of this Assignment Agreement. g. Borrower will maintain and any claim or demand whatsoever preserve its corporate existence, as applicable, under the laws of every jurisdiction, in which may it does business. h. Financial statements of Borrower which have been audited by a certified public accountant, and income tax returns for the Borrower are to be asserted against provided to Lender by reason as soon as reasonably possible after the end of each fiscal year of Borrower during the term of the Loans. i. Borrower will immediately notify Lender of any alleged obligation event or undertaking circumstance, which reasonably could be deemed to be performed have a materially adverse effect on Borrower's financial condition or discharged by Borrower's ability to perform its agreements and obligations under the Agreement. j. Borrower shall notify Lender under this Assignment. In in writing prior to the event Lender incurs time there is any liabilitychange of name, loss identity or damage by reason business structure of this AssignmentBorrower, or in including the defense addition of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectivetrade names. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. (A) GENERAL COVENANTS OF THE BORROWER. Until the Loan is paid in full, the Borrower hereby covenants and agrees as followswith DEQ that: (a1) The Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord use the Loan funds only for payment or lessor contained in each reimbursement of the Leases; Costs of the Project in accordance with this Loan Agreement. The Borrower acknowledges and agrees that the Costs of the Project do NOT include any Lobbying costs or expenses incurred by Borrower or any person on behalf of Borrower and that Borrower will not request payment or reimbursement for Lobbying costs and expenses. (ii2) give prompt notice If the Loan proceeds are insufficient to Lender pay for the Costs of the Project in full, the Borrower shall pay from its own funds and without any right of reimbursement from DEQ all such Costs of the Project in excess of the Loan proceeds. (3) The Borrower is and will be the owner of the Facility and the Project and shall defend them against the claims and demands of all other persons at any time claiming the same or any interest therein. (4) The Borrower shall not sell, lease, transfer, or encumber or enter into any management agreement or special use agreement with respect to the Facility or any financial or fixed asset of the utility system that produces the Net Revenues without DEQ’s prior written approval, which approval may be withheld for any reason. Upon sale, transfer or encumbrance of the Facility or the Project, in whole or in part, to a private person or entity, this Loan shall be immediately due and payable in full. (5) Concurrent with the execution and delivery of this Loan Agreement, or as soon thereafter as practicable, the Borrower shall take all steps necessary to cause the Project to be completed in a timely manner in accordance with all applicable DEQ requirements. Project construction must begin within five (5) years of the environmental determination required by OAR 340-054-0022(5)(c). Borrower shall begin using the Loan proceeds within two (2) years after execution of this Agreement, and if Borrower fails to do so, DEQ may terminate this Agreement unless Borrower requests an extension in writing. (6) The Borrower shall take no action that would adversely affect the eligibility of the Project as a CWSRF project or cause a violation of any claim of default Loan covenant in this Agreement. (7) The Borrower shall undertake the Project, request disbursements under any this Loan Agreement, and use the Loan proceeds in full compliance with all applicable laws and regulations of the LeasesState of Oregon, whether given including but not limited to ORS Chapter 468 and Oregon Administrative Rules Sections 340-054-0005 to 340-054-0065, as they may be amended from time to time, and all applicable federal authorities and laws and regulations of the United States, including but not limited to Title VI of the Clean Water Act as amended by the Tenant to BorrowerWater Quality Act of 1987, or given by Borrower to the TenantPublic Law 000-0, together with a complete copy of any such notice; (iii) xxx xxxxxxx xxxxx-xxxxxxx listed at no cost or expense to Lender, enforce, short of terminationAPPENDIX D, the performance equal employment opportunity provisions in APPENDIX F, and observance of each and every covenant and condition of each the regulations of the LeasesU.S. Environmental Protection Agency, all as they may be amended from time to time. (8) The Borrower shall keep the Facility in good repair and working order at all times and operate the Facility in an efficient and economical manner. The Borrower shall provide the necessary resources for adequate operation, maintenance and replacement of the Project and retain sufficient personnel to operate the Facility. (9) Interest paid on this Loan Agreement is not excludable from gross income under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). However, DEQ may have funded this Loan with the proceeds of State bonds that bear interest that is excludable from gross income under Section 103(a) of the Code. Section 141 of the Code requires that the State not allow the proceeds of the State bonds to be performed or observed used by private entities (including the Tenant thereunder; and (ivfederal government) appear in and defend any action arising out of, or such a way that the State bonds would become "private activity bonds" as defined in any manner connected with, any Section 141 of the LeasesCode. To protect the State bonds the Borrower agrees that it shall not use the Loan proceeds or lease, transfer or otherwise permit the obligations or liabilities of Borrower as the landlord thereunder, or use of the Tenant or Project by any guarantor thereunder; (b) Borrower shall not, without the prior written consent of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any private person or entity other than Lender; (c) Borrower shall not, without in any way that that would cause this Loan Agreement or the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking State bonds to be performed or discharged by Lender treated as "private activity bonds" under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant Section 141 of the whole or any part Code and the regulations promulgated under that Section of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveCode. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. So long as the Loan shall remain unpaid, Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of a. For so long as any claim of default amounts remain due under any of the LeasesNotes or other Loan Documents, whether given Borrower: i. shall not increase the number of members to serve on the Borrower's Board of Directors above nine; and ii. shall support those members to the Borrower's Board of Directors selected by Lender and/or Heng Fung in any election of xxrectors by the Tenant to shareholders of Borrower. b. Without the express written consent of Lender, which consent may be withheld for any purpose, Borrower shall not enter into any contracts, agreements, leases, instruments or given by Borrower to the Tenant, together with a complete copy other documents of any kind or nature, with any third party, other than such notice; (iii) at no cost contracts, agreements, leases, instruments or expense to Lenderother such documents entered into in the normal course of Borrower's business and which do not, enforcein the aggregate, short of termination, the performance and observance of each and every covenant and condition of each exceed a monetary obligation on behalf of the Leases, to be performed or observed by Borrower in excess of $250,000.00. c. Upon the Tenant thereunder; and (iv) appear in and defend any action arising out ofrequest of Lender, or in accordance with the Warrants, Borrower shall register any manner connected with, any common stock of the LeasesBorrower issued to Lender in accordance with the Warrants or issued as Conversion Shares in accordance with Section 6.2.b.iii below. d. Upon the request of Lender, Borrower shall use its best efforts to obtain a letter of resignation from each member of the Board of Directors who was elected or appointed to replace any member of the Board of Directors of Borrower who had previously executed and delivered to Lender a letter of resignation in accordance with Section 2.3 of this Agreement. and deliver such letter of resignation to Lender to be held in escrow in accordance with Section 2.3 of this Agreement. e. Without Lender's prior written consent, Borrower shall not authorize or otherwise permit any stock splits; reverse stock splits; stock dividends; issuance of common shares of the Borrower below the exercise price of the common shares to be issued pursuant to the Warrants, other than the issuance of the Conversion Shares; mergers or consolidations; recapitalization of Borrower; or the obligations or liabilities sale of any assets of Borrower as other than sales of assets in the landlord thereunder, or normal course of the Tenant or any guarantor thereunder;Borrower's business. (b) f. Borrower shall not, without the prior written consent of Lender, (i) modify grant or permit any security interest in any of the Leases; (ii) terminate the term or accept the surrender assets of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior Borrower to the accrual thereof; (v) give any consent anyone, including, but not limited to, purchase money security interests to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign trade creditors. g. Borrower will, at its interest inexpense, furnish to or under the Leases or the rents, issues Lender promptly and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (upon request such instruments including, without limitation, attorneys’ fees other instruments in addition to those specifically provided for herein, and expenses) imposed upon or incurred by take all further actions as Lender by reason may reasonably require from time to time in order to fully comply with the terms of this Assignment Agreement. h. Borrower will maintain and any claim or demand whatsoever preserve its corporate existence, as applicable, under the laws of every jurisdiction in which may it does business. i. Financial statements of Borrower which have been audited by a certified public accountant, and income tax returns for the Borrower are to be asserted against provided to Lender by reason as soon as reasonably possible after the end of each fiscal year during the term of the Loan. j. Borrower will immediately notify Lender of any alleged obligation event or undertaking circumstance which reasonably could be deemed to be performed have a materially adverse effect on Borrower's financial condition or discharged by Borrower's ability to perform its agreements and obligations under the Loan Documents. k. Borrower shall notify Lender under this Assignment. In in writing prior to the event Lender incurs time there is any liabilitychange of name, loss identity or damage by reason business structure of this AssignmentBorrower, or in including the defense addition of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectivetrade names. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. So long as the Loan shall remain unpaid, Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of a. For so long as any claim of default amounts remain due under any of the LeasesNotes or other Loan Documents, whether given Borrower: i. shall not increase the number of members to serve on the Borrower's Board of Directors above nine; and ii. shall support those members to the Borrower's Board of Directors selected by Lender and/or Xxxx Xxxx in any election of directors by the Tenant shareholders of Borrower. b. Without the express written consent of Lender, which consent may be withheld for any purpose, Borrower shall not enter into any contracts, agreements, leases, instruments or other documents of any kind or nature, with any third party, other than such contracts, agreements, leases, instruments or other such documents entered into in the normal course of Borrower's business and which do not, in the aggregate, exceed a monetary obligation on behalf of the Borrower in excess of $250,000.00. c. Upon the request of Lender, or in accordance with the Warrants, Borrower shall register any common stock of the Borrower issued to Lender in accordance with the Warrants or issued as Conversion Shares in accordance with Section 6.2.b.iii below. d. Upon the request of Lender, Borrower shall use its best efforts to obtain a letter of resignation from each member of the Board of Directors who was elected or appointed to replace any member of the Board of Directors of Borrower who had previously executed and delivered to Lender a letter of resignation in accordance with Section 2.3 of this Agreement. and deliver such letter of resignation to Lender to be held in escrow in accordance with Section 2.3 of this Agreement. e. Without Lender's prior written consent, Borrower shall not authorize or otherwise permit any stock splits; reverse stock splits; stock dividends; issuance of common shares of the Borrower below the exercise price of the common shares to be issued pursuant to the Warrants, other than the issuance of the Conversion Shares; mergers or consolidations; recapitalization of Borrower, or given by Borrower to the Tenant, together with a complete copy sale of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities assets of Borrower as other than sales of assets in the landlord thereunder, or normal course of the Tenant or any guarantor thereunder;Borrower's business. (b) f. Borrower shall not, without the prior written consent of Lender, (i) modify grant or permit any security interest in any of the Leases; (ii) terminate the term or accept the surrender assets of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior Borrower to the accrual thereof; (v) give any consent anyone, including, but not limited to, purchase money security interests to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign trade creditors. g. Borrower will, at its interest inexpense, furnish to or under the Leases or the rents, issues Lender promptly and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (upon request such instruments including, without limitation, attorneys’ fees other instruments in addition to those specifically provided for herein, and expenses) imposed upon or incurred by take all further actions as Lender by reason may reasonably require from time to time in order to fully comply with the terms of this Assignment Agreement. h. Borrower will maintain and any claim or demand whatsoever preserve its corporate existence, as applicable, under the laws of every jurisdiction in which may it does business. i. Financial statements of Borrower which have been audited by a certified public accountant, and income tax returns for the Borrower are to be asserted against provided to Lender by reason as soon as reasonably possible after the end of each fiscal year during the term of the Loan. j. Borrower will immediately notify Lender of any alleged obligation event or undertaking circumstance which reasonably could be deemed to be performed have a materially adverse effect on Borrower's financial condition or discharged by Borrower's ability to perform its agreements and obligations under the Loan Documents. k. Borrower shall notify Lender under this Assignment. In in writing prior to the event Lender incurs time there is any liabilitychange of name, loss identity or damage by reason business structure of this AssignmentBorrower, or in including the defense addition of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectivetrade names. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows:. (a) Borrower shall (i) fulfill, perform and observe each and every term, condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender Bank of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to LenderBank, enforce, short of termination, the performance and observance of each and every term, condition and covenant and condition of each of the Leases, Leases to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord or lessor thereunder, or of the Tenant or any guarantor thereunder;. (b) Borrower shall not, without the prior written consent of LenderBank, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; or (ii) assign its interest in, to or under any of the Leases or the rents, issues and profits from any of the Leases or from the Property to any person or entity other than Bank. (c) Borrower shall not, without the prior written consent of Bank, (i) enter into any new Lease of all or any part of the Property; (ii) modify any of the Leases; (iii) terminate the term or accept the surrender of any of the Leases; (iv) waive or release the Tenant from the performance or observation by the Tenant of any obligation or condition of any of the Leases; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, agree to or under subordinate any of the Leases or the rents, issues and profits from the Leases and from the Premises to any person mortgage or entity other than Lender; encumbrance; or (cviii) Borrower shall notmodify the terms of any guaranty of any of the Leases, without the prior written consent of Lender, enter into or terminate any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;such guaranty. (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes take no action which will cause or permit the estate of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason the Tenant under any of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason the Leases to merge with the interest of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or Borrower in the defense of Property or any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand;portion thereof. (e) Borrower does hereby authorize and empower Bank to collect all rents, issues and profits arising or accruing under the Leases or from the Property as they become due, whether or not the Bank shall have made entry or become a mortgagee in possession pursuant to the Security Deed, and does hereby irrevocably authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender Property, upon receipt of written demand notice from Lender Bank, to so pay the same; (f) The warranties all rents, issues and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable profits thereafter arising or non-refundable) paid by Tenants accruing under the Leases or from the Property to Bank and to continue to do so until otherwise notified by Bank, and Borrower agrees that each and every Tenant shall have been placed in a separate account in accordance with applicable lawthe right to rely upon such notice by Bank without any obligation or right to inquire as to whether any Event of Default exists and notwithstanding any notice or claim of Borrower to the contrary, and that Borrower shall have no right or claim against any Tenant for any rents paid by such Tenant to Bank following receipt of such notice.

COVENANTS OF BORROWER. In addition to all other covenants and undertakings herein contained, Borrower hereby covenants and agrees as followswith Lender from and after the date hereof and during the term of this Agreement that: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained maintain its existence as a corporation in each good standing under the laws of the Leases; (ii) give prompt notice to Lender State of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;Florida. (b) Borrower shall notpay all sums due pursuant to this Agreement, the Note, the Mortgage and the other Loan Documents to be executed and delivered by Borrower, as and when the same shall be due and payable and shall perform all of its obligations hereunder and thereunder in accordance with the terms hereof and thereof. (c) Borrower shall not refinance, incur any liability or indebtedness secured by the Property or any part thereof, or mortgage, hypothecate, assign, pledge, grant security interests in or otherwise encumber or allow any Lien to be placed of record against all or any part of the Property (except in favor of LTC Properties, Inc. or its successors or Affiliates, whether or not LTC Properties, Inc. is, at that time, the holder of the indebtedness evidenced by the Note, the Mortgage and the other Loan Documents), without the prior express written consent of Lender which consent may be withheld in Lender's sole discretion. Notwithstanding the foregoing, Borrower may grant security interests encumbering (i) specific items of personal property (but not fixtures attached to the Real Property) in favor of the lessors of or purchase-money lenders for said personal property, so long as said Liens secure, in the aggregate, obligations of Borrower not in excess of One Thousand Five Hundred Dollars ($1,500.00) per month; provided, however, that said $1,500.00 monthly limit on personal property financing shall not apply to security interests granted to LTC Properties, Inc. or its successors or Affiliates. (d) Borrower shall (or shall cause its tenant of the Facility to) (i) manage and maintain the Property and Facility in compliance with applicable state and federal licensure and certification laws and maintain in full force and effect all licenses, permits and certificates necessary to operate the Property and the Facility; (ii) pay all Taxes and other charges against the Property as and when the same become due and payable and prior to delinquency, (iii) not encumber the Property, except as permitted herein, or permit the filing of any mechanics', materialmen's or laborers' liens against the Property, and (iv) maintain all policies of insurance with respect to the Property in favor of Lender in form and substance reasonably satisfactory to Lender, all as more particularly required by the Mortgage. (e) As soon as Borrower becomes aware of the same, Borrower shall promptly notify Lender of any occurrence, event, or condition (including, but not limited to, any pending or threatened suit or proceeding against Borrower, or any of its Affiliates or subsidiaries, or the Property, by or before any court, administrative agency or other governmental authority or any arbitrator which is not fully covered by insurance), the enactment of any statute, ordinance or law, or the giving of any notice or other communication by any party pursuant to any of the Permitted Exceptions which, individually or in the aggregate, has resulted or might result in (i) an Event of Default hereunder or under any one or more of the other Loan Documents, (ii) a material adverse change in the condition, financial or otherwise, of Borrower, or any of its Affiliates or subsidiaries as determined in accordance with GAAP, or in the suitability of the Property, or any portion thereof, for its present use, (iii) the breach of any of the representations and warranties of Borrower set forth in this Agreement or in any of the other Loan Documents or any other documents or instruments contemplated herein or therein to be executed and delivered by Borrower, or (iv) a default in any obligation of Borrower to any third party. (f) Borrower shall allow Lender and Lender's representatives and agents full access to the Property upon reasonable prior notice and at reasonable times and shall provide to Lender such documents relating to the Property as may be reasonably requested by Lender or its representatives and agents. (g) Borrower shall, at all reasonable times and as often as Lender may request, allow Lender and Lender's representatives and agents full access to Borrower's financial and other records relating to the Property and Facility for the purpose of inspecting the same and making copies of all or any portion thereof, at Lender's expense, subject to any prohibitions or limitations on disclosure of any such data under applicable law or regulation, including without limitation, any duly enacted "Patients' Bill of Rights" or similar xxxxslation including such limitations as may be necessary to preserve the confidentiality of the Facility-patient relationship and the physician-patient privilege. (h) Borrower shall not enter into, amend, modify, terminate, renew, extend, replace, add to or otherwise change or revise, in any manner whatsoever, any Lease, or enter into any new Lease, without the prior written consent of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than in Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective's sole discretion. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. 8.1. Borrower hereby covenants and agrees as followswith Lender that it shall, during the currency of this Agreement, and while the Loan is outstanding, provide Lender with: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Annual audited financial statements for Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; within one hundred and fifty (iii150) at no cost or expense to Lender, enforce, short of termination, the performance and observance days of each fiscal year end; and (b) Such other financial and every covenant operating statements and condition reports as and when Lender may reasonably require. 8.2. Borrower hereby covenants and agrees with Lender that it shall, during the currency of each this Agreement, and while the Loan is outstanding: (a) Pay all sums of money due and owing by it and perform all of its obligations under this Agreement as and when the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereundersame become due; (b) Pay all sums of money due and owing by it and perform all of its obligations under the First Mortgage as and when the same become due; (c) The Borrower shall use its best efforts to seek out and engage individuals to sit on its board of directors from relevant professional backgrounds such as financial and technical fields and Lender’s staff. (d) Promptly provide Lender with written notice of any event which constitutes or which, with notice, lapse of time, or both, would constitute a breach of any covenant or other term or condition of this Agreement, any Security or any other agreement given in connection herewith; (e) Not alter, supersede or cancel its articles of incorporation or letters patent without the prior written consent of Lender; (f) Not, without the prior written consent of Lender, and, where applicable under the HSA, the Minister, transfer, lease or otherwise dispose of or offer, list, advertise or hold out for transfer, lease or other disposal, the Housing Project or any part of it, including any chattels in it. Borrower may, without the consent of Lender or the Minister: (i) enter into an occupancy agreement or offer, list, advertise or hold out for occupancy an individual unit in the Housing Project for a term not exceeding one year; and (ii) in the ordinary course of operating the Housing Project, dispose of or offer, list, advertise or hold out for disposal, chattels in the Housing Project; (g) Save and except for the First Mortgage, not, without the prior written consent of Lender, and, where applicable under the HSA, the Minister, mortgage, replace an existing mortgage or otherwise encumber the Housing Project, or extend the term of or otherwise amend any existing or approved mortgage or other encumbrance of the Housing Project, unless it does so in compliance with such rules as may be prescribed under the HSA; (h) Maintain and preserve in full force and effect its corporate existence and all rights, licenses, leases, qualifications, privileges, franchises and other authority adequate for the conduct of its business; (i) modify any of the Leases; (ii) terminate the term Keep its assets fully insured against such perils and in such manner as would be customarily insured by Persons carrying on a similar business or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lenderowning similar assets; (cj) Borrower shall notMaintain, preserve and protect all of its property and assets in good order and working repair and condition (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all required and recommended repairs, renewals and replacements thereto; (k) File all material tax returns which are to be filed by it from time to time, pay or make provision for payment of all taxes and claims ranking in priority to Lender's Security (including interest and penalties), and provide adequate reserves for the payment of any tax, the payment of which is being contested; (l) Maintain, preserve and protect all of its rights to enjoy and use patents, copyrights, trademarks, trade names, service marks, licenses, leases, and franchises; (m) Comply in all material respects with all Applicable Laws including, without limitation, all Environmental Laws; (n) Comply in all material respects with all Permitted Encumbrances; (o) Not, without the prior written consent of Lender, amend, replace or renew the First Mortgage; (p) Not, without the prior written consent of Lender, sell, transfer, convey, lease or otherwise dispose of any of its properties or assets other than in the ordinary course of business and on commercially reasonable terms; (q) Not, without the prior written consent of Lender, guarantee or otherwise provide for, on a direct, indirect or contingent basis, the payment of any monies or performance of any obligations by any other Person, except as may be provided for herein; (r) Not, without the prior written consent of Lender, merge, amalgamate or otherwise enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in other form and content satisfactory to and approved in writing by Lenderof business combination with any other Person; (ds) Promptly provide Lender with written notice of any non-compliance by Borrower shall protectwith any Environmental Laws or any Release of a Contaminant from the Property into the natural environment, and indemnify and save Lender harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason as a result of this Assignmentan Environmental Activity or any non-compliance with any Environmental Laws; (t) Permit Lender or its representatives, from time to time, to visit and inspect Borrower's premises, properties and assets and examine and obtain copies of Borrower's records or other information and discuss Borrower's affairs with the auditors, counsel and other professional advisors of Borrower; (u) Prepare and submit annually a capital plan as part of Borrower's reporting requirements, which plan shall be subject to the approval of Lender, acting reasonably; (v) Obtain approval and authorization from Lender, or an authorized delegate of Lender, before incurring capital expenditures respecting: (i) the Work; or (ii) any other capital repairs or capital projects undertaken by Borrower, whether or not to be paid for from Borrower's own funds, and prior to paying any invoices therefor; (w) Permit inspection of the Housing Project by Lender at Lender's discretion with reasonable notice being given to Borrower from Lender; and (x) Ensure that the Housing Project shall continue to, and shall at all times during the term of the Loan, participate in a social housing program in a manner acceptable to Lender. 8.3. The Borrower shall indemnify and hold harmless the defense Lender from and against any and all liability, injury, loss, costs, damages, expenses (including legal, expert, and consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings, by whomever made sustained, incurred, brought or prosecuted, in any claim or demand way arising out of or in connection with this Assignmentthe Work, or otherwise in connection with the amount of such liabilityAgreement, loss unless solely caused by the negligence or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant wilful misconduct of the whole or any part of Lender. Such indemnification shall survive the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution termination of this Assignment, and shall apply to each Lease hereafter made at Agreement for claims arising from or out of incidents occurring during the time each such future Lease becomes effectiveterm of this agreement. (g) At 8.4. The obligation to indemnify will require the request of LenderBorrower to exhaust all reasonable opportunities to seek recovery, Borrower immediately which efforts shall deliver include but shall not be limited to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable lawresorting to legal action to defend third party claims.

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees as follows:that: --------------------- (a) The Borrower shall (i) fulfillwill provide to the Underwriter not later than the Closing Date the Final Official Statement in such quantity as the Underwriter may reasonably request, perform and observe each will use its best efforts to amend the Final Official Statement if and every condition and covenant as necessary so that it will not contain any untrue statement of landlord a material fact or lessor contained omit to state a material fact necessary to make the statements therein, in each light of the Leases; (ii) give prompt notice to Lender of any claim of default circumstances under any of the Leaseswhich they were made, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;not misleading. (b) The Borrower shall not, without will promptly notify the prior written consent Underwriter of Lender, (i) modify any material adverse change with respect to the financing of the Leases; (ii) terminate Project as contemplated by this Bond Purchase Agreement and the term Official Statement or accept with respect to its business, properties or financial condition, occurring before Closing which would require a change in the surrender of any Official Statement in order to make the information contained therein not misleading in connection with the sale of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender;Bonds. (c) The Borrower will cooperate with the Underwriter in the qualification of the Bonds (and, if necessary, any other security contemplated by this Bond Purchase Agreement or the Official Statement) for offering and sale in, and the determination of their eligibility for investment under the laws of, such jurisdictions as the Underwriter shall designate; provided that the Borrower shall not, without not be required to qualify to do business under the prior written laws of any jurisdiction where it is not now so qualified or to file any general consent to service of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease process where it is in form and content satisfactory to and approved in writing by Lender;not now so subject. (d) The Borrower shall protectwill refrain from taking any action, indemnify or voluntarily permitting any action to be taken, that results in the loss of the exclusion of the interest on the Bonds from gross income for federal income tax purposes. (e) To the extent permitted by applicable law, the Borrower will indemnify, hold harmless, protect and save harmless Lender from defend the Issuer and its members, directors, commissioners, officers and employees, past, present and future, and the Underwriter and its directors, officers and employees, past, present and future, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act (hereinafter collectively called the "Indemnified Parties"), against any and all liabilities, obligationslosses, claims, damages, penalties, causes of action, costs and liabilities or expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Official Statement (other than the information contained therein under the caption "The Issuer"), or any omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading or (ii) an allegation or determination that registration under the Securities Act was required in connection with the issuance or sale of the Bonds or that the Indenture should have been qualified under the Trust Indenture Act of 1939, as amended. In case any action or claim shall be brought or asserted against one or more of the Indemnified Parties with respect to the matters subject to the indemnity provided by this AssignmentSection, the amount Indemnified Party or Parties shall promptly notify the Borrower in writing, and the Borrower shall promptly assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Party or Parties and the payment of all expenses. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such liabilitycounsel shall be at the expense of such Indemnified Party or Parties unless (i) the employment thereof has been specifically authorized by the Borrower, (ii) the Borrower has failed to assume promptly the defense and employ counsel satisfactory to such Indemnified Party or Parties or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party or Parties and the Borrower, and such Indemnified Party or Parties shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense of such action on behalf of such Indemnified Party or Parties), in any of which events such fees and expenses shall be borne by the Borrower. The Borrower shall not be liable for any settlement of such action effected without its consent (such consent not to be unreasonably withheld), but if settled with the consent of the Borrower, or if there is final judgement for the plaintiff in any such action with or without consent, the Borrower agrees to indemnify and hold harmless the Indemnified Party or Parties from and against any loss or damage liability by reason of settlement or judgement. The indemnity provided in this Section includes reimbursement for expenses incurred by the Indemnified Parties in investigating the claim and in defending it in accordance with the terms of this Section. The indemnity provided in this Section shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same;survive Closing. (f) The warranties In order to provide for just and representations of Borrower made equitable contribution in Paragraph 1.01 hereof and circumstances in which the covenants and agreements of Borrower made indemnification provided for in this Paragraph apply to each Lease in effect as of the time of execution paragraph (e) of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account Section is due in accordance with applicable lawits terms but is for any reason unavailable or insufficient, the Borrower shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) to which the Underwriter may be subject in such proportion so that the Borrower bears them in a portion that considers the benefits received by the Borrower from the issuance of the Bonds, the Borrower's knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct or prevent any statement or omission and any other equitable considerations appropriate under the circumstances; and no person (including the Underwriter) guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person who controls the Underwriter within the meaning of Section 15 of the Securities Act shall have the same rights as the Underwriter. Any party entitled to contribution shall, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the Borrower under this paragraph, notify the Borrower, but the omission so to notify the Borrower shall not relieve the Borrower from any other obligation it may have hereunder or otherwise under this paragraph.

COVENANTS OF BORROWER. Borrower hereby covenants So long as the commitment of LENDER hereunder shall be outstanding and until the payment in full of the Note outstanding hereunder and the performance of all other obligations of BORROWER hereunder, BORROWER agrees as followsthat, unless LENDER otherwise agrees in writing: (aA) Borrower shall (i) fulfillBORROWER covenants to prohibit GUARANTOR from creating, perform and observe each and every condition and covenant of landlord incurring or lessor contained in each of the Leases; (ii) give prompt notice to Lender of suffering any claim of default under any of the Leaseslien, whether given mortgage, pledge, assignment or other encumbrance, except as contemplated by the Tenant to Borrowerthis LOAN AGREEMENT on, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected withsecurity interest in, any of the LeasesGUARANTOR'S property, assets or the obligations receivables, now owned or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderhereafter acquired; (bB) Borrower BORROWER shall notnot have any indebtedness, without except for indebtedness incurred in the prior written consent normal course of Lenderbusiness; (C) All taxes, (i) modify levies and assessments of any description of the LeasesBORROWER will be paid before interest or penalties accrue thereon; (D) BORROWER will not make any significant change in its management; (E) BORROWER shall maintain an insurance policy providing "umbrella liability" coverage in an amount not less than $1,000,000 per occurrence; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant This paragraph was deleted from the performance or observance by the Tenant of any obligation or condition of any of the Leases; agreement (ivF) permit the prepayment of any rents under any of the Leases for more than BORROWER shall provide one (1) month prior director seat to the accrual thereof; LENDER on BORROWER'S Board of directors. BORROWER shall maintain a Board of Directors with at a total number of five (v5) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignmentdirectors seats. In the event Lender incurs that BORROWER increases its number of Board of Directors seats, for any liabilityreason whatsoever, loss or damage by reason then LENDER shall receive twenty percent of this Assignment, all seats issued or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be event that less than five new director seats are added to the IndebtednessBoard, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demandthen one (l) additional director seat; (eG) Borrower BORROWER shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant not decapitalize nor dilute the corporate of the whole or any part stock structure of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the sameGUARANTOR; (fI) The warranties BORROWER covenants that all costs, fees charges expenses, etc. assessed against GUARANTOR by BORROWER shall be customary and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectivereasonable. (gJ) At BORROWER states and LENDER acknowledges that ownership of the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid switch is vested in Telecommunication Finance Group. LENDER acknowledges only the Lease ownership interest acquired by Tenants under the Leases have been placed Net Tel in a separate account in accordance with applicable lawsaid equipment.

COVENANTS OF BORROWER. Borrower hereby covenants that so long as any Liabilities are outstanding and agrees as followsunpaid, Borrower will: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each Upon request of the Leases; Bank, execute such financing statements and other documents (iiand pay the cost of filing or recording the same in all public offices deemed necessary by the Bank) give prompt notice and do such other acts and things, all as the Bank may from time to Lender time request to establish, perfect and maintain a valid security interest in the Collateral (free of any claim all other liens, claims and rights of default under any third parties whatsoever) to secure the payment of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderLiabilities; (b) Borrower shall notExecute and deliver to Bank any instruments, without documents, assignments or other writing which may be necessary or convenient to Bank to carry out the prior written consent terms of Lender, (i) modify any this Agreement and to perfect Bank’s security interest in and facilitate the collection of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or amounts due under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than LenderCollateral; (c) Keep, at its address shown above, its records concerning the Collateral, which records will be of such character as will enable the Bank or its designees to determine at any time the status of the Collateral, and Borrower shall will not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder Bank shall have been approved otherwise consent in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lenderwriting, duplicate any such records at any other address; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes Promptly advise Bank in writing of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason its opening of any alleged obligation new place of business or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason closing of this Assignment, or in the defense an existing place of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demandbusiness; (e) Borrower shall authorize Furnish the Bank such information concerning Borrower, the Collateral and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of Account Debtors as the Premises Bank may from time to pay all rental to Lender upon receipt of written demand from Lender to so pay the sametime reasonably request; (f) The warranties Permit the Bank and representations its designees, from time to time, to call at Borrower’s place or places of business at any reasonable time, and without hindrance or delay, to inspect, audit and make copies of and extracts from all records and all other papers, books, journals, orders, receipts and any correspondence and other data in the possession of Borrower made in Paragraph 1.01 hereof pertaining to the Collateral and the covenants Account Debtors, and agreements of Borrower made in this Paragraph apply to each Lease in effect as will, upon request of the time of execution of this AssignmentBank, deliver to the Bank all such records and shall apply to each Lease hereafter made at the time each such future Lease becomes effective.papers; (g) At Store and warehouse all Inventory on Borrower’s premises or such other warehouse as may be agreed from time to time; (h) Keep all Inventory insured for an amount at least equal to the Borrower’s cost therefor with insurance companies satisfactory to Bank and covering loss by fire and other casualty, with a loss payable to the Bank to the extent of the Liabilities; (i) Upon request of Lenderthe Bank, Borrower immediately shall stamp on its records concerning the Collateral a notation, in form satisfactory to the Bank, of the security interest of the Bank hereunder; (j) Upon request of the Bank, deliver to Lender the Bank, appropriately endorsed to the order of the Bank, any note, trade acceptance, chattel paper or other instrument or writing which shall be received by Borrower and which may at any time evidence that any obligation to Borrower for payment for goods sold or leased or services rendered; (k) Not sell, assign or create or permit to exist any lien on or security interest in any Collateral to or in favor of anyone other than the Bank (except for security interests in favor of the owner of equipment which may from time to time be leased by Borrower) and will not create or permit to exist any lien on or security interest in any Inventory of Borrower; (l) Reimburse the Bank for all security deposits expenses, including reasonable attorneys= fees and other deposits (whether refundable legal expenses, incurred by the Bank in seeking to collect or non-refundable) paid by Tenants enforce any rights under the Leases have been placed Collateral and, in a separate account case of Default, incurred by the Bank in accordance seeking to collect each Note and all other Liabilities and to enforce rights hereunder; (m) Permit the Bank to make direct verification from the Account Debtors with applicable lawrespect to any or all Accounts; (n) Upon request of the Bank, notify Bank in the event of any bankruptcy, insolvency or financial embarrassment of any Account Debtor and of any claim asserted for credit, allowance, adjustment, set off or counterclaim.

COVENANTS OF BORROWER. Borrower hereby covenants covenants, warrants and agrees to and with Lender as follows: 1.01 Borrower will pay the principal and interest and all other sums becoming due with respect to the Note at the time and place and in the manner specified in the Note, according to the terms thereof. 1.02 Borrower has, on the date this Mortgage is recorded, good and marketable leasehold title to the Property subject to no lien, charge or encumbrance except such as are listed on the attached “Exhibit”B”, which is incorporated herein by reference for all purposes (the “Permitted Exceptions”). Borrower owns or, upon acquisition thereof, will own the Personal Property free and clear of liens and claims; and this Mortgage is and will remain a valid and enforceable lien on the Property subject only to the exceptions referred to above. Borrower has full power and lawful authority to grant, assign, transfer and mortgage its interest in the Property in the manner and form hereby done or intended. Borrower will preserve its interest in and title to the Property and will forever warrant and defend the same to Lender and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever, other than Permitted Exceptions. Borrower shall promptly and completely observe, perform and discharge each and every obligation, covenant and agreement affecting the Property whether the same is prior and superior or subject and subordinate hereto, including, if the security hereunder is or will be a condominium, community apartment, stock co-operative or part of a planned development, each and every provision under any Declaration of Covenants, Conditions and Restrictions pertaining to the condominium, community apartment, stock co-operative or planned development project. (a) Borrower shall (i) fulfillwill, perform at its own cost and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or without expense to Lender, enforcedo, short execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of terminationassignments, transfers and assurances as Lender shall from time to time require for the better assuring, conveying, assigning, transferring and confirming unto Lender the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Mortgage, or filing, registering or recording this Mortgage and, on demand, Borrower will execute and deliver, and hereby authorizes Lender to execute in the name of Borrower to the extent Borrower may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments to evidence more effectively the lien hereof upon the Personal Property, the performance Appurtenances, the Rents and observance of each Profits, the Intangible Property, the Claims, the Plans, the Proceeds and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;Deposits. (b) Borrower shall notforthwith upon the recordation of this Mortgage, without and thereafter from time to time, will cause this Mortgage and any security instruments creating a lien or evidencing the prior written consent lien hereof upon the Personal Property, the Appurtenances, the Rents and Profits, the Intangible Property, the Claims, the Plans, the Proceeds and the Deposits, and each instrument of Lenderfurther assurance, (i) modify to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the Leases; (ii) terminate lien hereof upon the term or accept title and the surrender security interest of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior Lender in and to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender;Property. (c) Borrower shall notwill pay all filing, without registration and recording fees, and all expenses incident to the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender execution and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason acknowledgment of this Assignment Mortgage, and any claim deed of trust or demand whatsoever which may be asserted against Lender by reason mortgage supplemental hereto, any security instrument with respect to the Personal Property, the Appurtenances, the Rents and Profits, the Intangible Property, the Claims, the Plans, the Proceeds and the Deposits and any instrument of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liabilityfurther assurance, loss or damage by reason of this Assignmentand all federal, or in the defense of any claim or demand state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Note, this AssignmentMortgage, any deed of trust or mortgage supplemental hereto, any security instrument with respect to the Personal Property or any instrument of further assurance (other than income taxes of Lender). 1.04 Borrower will keep the Property insured against loss or damage with fire and extended coverage property damage insurance on an all-risks basis, and insurance against any other risks or hazards that, in the opinion of Lender, should be insured against to the amount of the full insurable value thereof on a replacement cost basis, excluding land value, with a replacement cost endorsement without deduction for depreciation, and in such liabilityform and with such other coverages and endorsements as may be approved or required by Lender from time to time. Borrower shall also carry and maintain business interruption insurance, without a coinsurance provision, in an amount sufficient to cover principal and interest payments under the Note for a period of not less than twelve (12) months and property tax and insurance expenses for a period of not less than twelve (12) months, and in such form and with such other endorsements as may be approved or required by Lender. In addition, in the event the Department of Housing and Urban Development designates the Property to be in a Special Flood Hazard Area, Borrower hereby undertakes that it will acquire flood insurance in an amount satisfactory to and with loss payable to Lender. Borrower will also carry comprehensive public liability insurance, in such form, amounts (initial minimum $1,000,000) and with such reasonable companies as Lender may from time to time require, with Lender included thereon as a named insured under a standard mortgagee endorsement of the character above described. Notwithstanding anything to the contrary contained in this Mortgage, following the recordation of this Mortgage, Lender reserves the right to require additional coverages (or damage changes to current coverages that are commercially reasonable) or endorsements in the future (such as earthquake, tornado, hurricane or terrorism coverages), provided that such coverages or endorsements are commercially reasonable for the area in which the Property is located and available to Borrower on a cost-effective and commercially reasonable basis. All insurance policies shall be added issued by companies acceptable to the IndebtednessLender and have a “Best’s Key Rating Guide” financial size rating of Class “A-/X” or higher. Said insurance policies shall be endorsed with a standard non-contributory mortgage clause, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid contain no coinsurance provisions and may only be canceled or modified upon not less than thirty (30) days’ prior written notice to Lender. Loss under said insurance shall be payable to Lender and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of applied in the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect same manner as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.provided in

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees that for so long as followsthis Debenture shall remain outstanding the Borrower: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, will cause to be performed or observed by reserved and kept available out of its authorized and unissued shares of Common Stock such number of shares that will be sufficient to permit the Tenant thereunder; and (iv) appear conversion in and defend any action arising out of, or in any manner connected with, any full of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderall outstanding Debentures; (b) Borrower shall not, without the prior written consent will take all such action as may be necessary to ensure that all shares of Lender, (i) modify any Common Stock delivered upon conversion of the Leases; (ii) terminate Debentures shall, at the term or accept the surrender time of any delivery of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases certificates for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest insuch shares, to or under the Leases or the rentsbe duly and validly authorized, issues issued, fully paid and profits from the Leases and from the Premises to any person or entity other than Lendernon-assessable; (c) Borrower shall notwill duly and punctually pay, without or cause to be paid, the prior written consent of Lender, enter into any Lease unless principal and interest on this Debenture on the Tenant thereunder shall have been approved in writing by Lender date(s) on which such principal and said Lease is in form interest comes due and content satisfactory to and approved in writing by Lenderpayable; (d) Borrower shall protect, indemnify will preserve and save harmless Lender from keep in full force and against all liabilities, obligations, claims, damages, penalties, causes effect its corporate existence and that of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason each of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demandits subsidiaries; (e) Borrower shall authorize and directwill not declare or pay any cash dividend or other distribution on the Common Stock or make, and does hereby authorize and direct each and every present and future Tenant or directly or indirectly assume, any liability or obligation in connection with any distribution of the whole or any part of the Premises sort in respect to pay all rental to Lender upon receipt of written demand from Lender to so pay the same;its Common Stock; and (f) The warranties and representations will not sell, lease, convey or transfer its properties or assets as an entirety, or substantially as an entirety, to any person other than in the ordinary course of Borrower made business, or merge or consolidate with any other business or person without the consent of a majority in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as interest of the time holders of execution the series of Debentures of which this AssignmentDebenture is a part, which consent shall not be unreasonably withheld. {signatures on the next page} SONUS COMMUNICATION HOLDINGS, INC. By: /s/ John X. Xxxxxxxx John X. Xxxxxxxx, Xxesident For value received, Empire One Telecommunications, Inc. ("EOT") guarantees to the Lender hereunder the punctual payment of the principal and shall apply to each Lease hereafter made interest due and payable under this Debenture at the time each such future Lease becomes effectiveand in the manner specified in this Debenture and according to the terms and conditions specified herein; provided, however, that EOT does not and cannot guarantee any request for conversion of the principal and interest hereunder into the Common Stock of the Borrower. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender Administrative Agent of any claim of default a “material default” (as defined below) under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to LenderAdministrative Agent or Lenders, enforce, short of termination, use commercially reasonable efforts to enforce the performance and observance observation of each and every covenant and condition of each of the Leases, Leases to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;. (b) Borrower shall not enter into any new Leases except as permitted by Section 7.24 of the Loan Agreement. Borrower shall not materially modify or amend any non-residential Lease affecting the Secured Property without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Except in the ordinary course of business, Borrower shall not, without the prior written consent of LenderAdministrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; , except in connection with the exercise of landlord’s rights with respect to any defaulted Lease, (iiiii) waive or release the Tenant from the performance or observance by the Tenant of any material obligation or condition of any of the Leases; , (iii) materially modify or amend any residential Lease affecting the Secured Property, (iv) accept, or permit the to be made, any prepayment of any rents under any installment of the Leases rent or fees thereunder for more than one (1) month prior to the actual accrual thereof; thereof (v) give any consent to any assignment or sublease by the Tenant under any except for security deposits and customary prepaid rents collected at execution of the Leases; a Lease), or (vi) assign its interest in, to or under the Leases or the income, rents, issues issues, profits and profits revenues from the Leases and from the Premises to any person or entity other than Lender;Administrative Agent. (c) Borrower shall not, without take no action which will cause or permit the prior written consent estate of Lender, enter into any Lease unless Tenants under any of the Tenant thereunder shall have been approved Leases to merge with the interest of Borrower in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;the Premises or any portion thereof. (d) Borrower shall protect, indemnify and save harmless Lender Administrative Agent and Lenders from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expensesactually incurred at standard hourly rates without regard to any statutory attorneys’ fees provisions) imposed upon or incurred by Lender Administrative Agent and/or Lenders by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender Administrative Agent and/or Lenders by reason of any alleged obligation or undertaking to be performed or discharged by Lender Administrative Agent and/or Lenders, as applicable, under this Assignment, other than with respect to any such matters arising out of the gross negligence or willful misconduct of Administrative Agent or any Lender. In the event Lender Administrative Agent and/or Lenders incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest default interest specified in the Note Loan Agreement from the date incurred until paid and shall be payable on demand;. (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental rentals to Lender Administrative Agent upon receipt of written demand from Lender Administrative Agent to so pay the same;same which Administrative Agent may (and agrees to) only deliver in connection with an Event of Default. (f) The warranties and representations of Borrower made in Paragraph 1.01 1.1 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of LenderAdministrative Agent following the occurrence of an Event of Default which is continuing, Borrower immediately shall deliver to Lender evidence that Administrative Agent all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed Leases; and Administrative Agent shall hold such deposits in a separate custodial account in accordance with applicable lawcontrolled by Administrative Agent, subject to the terms and conditions of the Leases.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as followsthat: (a) Borrower shall (i) fulfill, perform will defend the Collateral against all claims and observe each and every condition and covenant demands of landlord or lessor contained in each of all third parties at any time claiming the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant same or any guarantor thereunderinterest therein; (b) Borrower shall will, promptly upon request by Lender, procure or execute and deliver any document, give any notices, execute and file any financing statements, mortgages or other documents, all in form and substance satisfactory to Lender, marx xxy chattel paper, deliver any chattel paper or instruments to Lender and take any other actions which are necessary or, in the judgment of Lender, desirable to perfect or continue the perfection and first priority of Lender's security interest in the Collateral, to protect the Collateral against the rights, claims, or interests of third persons or to effect the purposes of this Agreement, and will pay all costs incurred in connection therewith; (c) Borrower will not, without the prior written consent of Lender, (i) modify in any way hypothecate or create or permit to exist any lien, security interest or encumbrance on or other interest in the Collateral except that created by this Agreement, nor will Borrower sell, transfer, assign, exchange or otherwise dispose of the Leases; (ii) terminate Collateral or any option with respect thereto. If the term Collateral, or accept any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the surrender security interest of any of Lender shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and Borrower will hold the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases proceeds thereof in a separate account for more than one (1) month prior Lender's benefit. Borrower will, at Lender's request, transfer such proceeds to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved Lender in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lenderkind; (d) Borrower will pay and discharge all taxes, assessments and governmental charges or levies against the Collateral prior to delinquency thereof and will keep the Collateral free of all unpaid charges whatsoever; and (e) Lender shall protecthave the right to make any payments and do any other acts Lender may deem necessary to protect its security interest in the Collateral, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon the rights to pay, purchase, contest or incurred by compromise any encumbrance, charge or lien which in the judgment of Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking appears to be performed prior to or discharged by Lender under this Assignment. In superior to the event Lender incurs security interest granted hereunder, and appear in and defend any liabilityaction or proceeding purporting to affect its security interest in and/or the value of the Collateral, loss and in exercising any such powers or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignmentauthority, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises right to pay all rental expenses incurred in connection therewith, including attorneys' fees. Borrower hereby agrees to reimburse Lender upon receipt of written demand from for all payments made and expenses incurred, which amounts shall be secured under this Agreement, and agrees it shall be bound by any payment made or act taken by Lender hereunder. Lender shall have no obligation to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as make any of the time foregoing payments or perform any of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveforegoing acts. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. So long as the Loans shall remain unpaid, Borrower hereby covenants and agrees as follows: (a) a. Borrower shall (i) fulfillnot increase the number of members to serve on the Borrower's Board of Directors above nine without the written permission of Lender; and b. Upon the request of Lender, perform and observe Borrower shall use its best efforts to obtain a letter of resignation from each and every condition and covenant of landlord or lessor contained in each member of the Leases; (ii) give prompt notice Board of Directors who was elected or appointed to replace any member of the Board of Directors of Borrower who had previously executed and delivered to Lender a letter of resignation in accordance with Article 3 this Agreement and deliver such letter of resignation to Lender to be held in escrow in accordance with Article 3 this Agreement. c. Without the express written consent of Lender, which consent may not be unreasonably withheld, Borrower shall not enter into any contracts, agreements, leases, instruments or other documents of any claim kind or nature, with any third party, other than such contracts, agreements, leases, instruments or other such documents entered into in the normal course of default under any Borrower's business and which do not, in the aggregate, exceed a monetary obligation on behalf of the LeasesBorrower in excess of $250,000. d. Without Lender's prior written consent, whether given by Borrower shall not authorize or otherwise permit any stock splits, reverse stock splits; stock dividends; mergers or consolidations; recapitalization of Borrower; or the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy sale of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities assets of Borrower as other than sales of assets in the landlord thereunder, or normal course of the Tenant or any guarantor thereunder;Borrower's business. 4 (b) e. Borrower shall not, without the prior written consent of Lender, (i) modify grant or permit any security interest in any of the Leases; (ii) terminate the term or accept the surrender assets of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior Borrower to the accrual thereof; (v) give any consent anyone, including, but not limited to, purchase money security interests to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign trade creditors. f. Borrower will, at its interest inexpense, furnish to or under the Leases or the rents, issues Lender promptly and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (upon request such instruments including, without limitation, attorneys’ fees other instruments in addition to those specifically provided for herein, and expenses) imposed upon or incurred by take all further actions as Lender by reason may reasonably require from time to time in order to fully comply with the terms of this Assignment Agreement. g. Borrower will maintain and any claim or demand whatsoever preserve its corporate existence, as applicable, under the laws of every jurisdiction, in which may it does business. h. Financial statements of Borrower which have been audited by a certified public accountant, and income tax returns for the Borrower are to be asserted against provided to Lender by reason as soon as reasonably possible after the end of each fiscal year of Borrower during the term of the Loans. i. Borrower will immediately notify Lender of any alleged obligation event or undertaking circumstance, which reasonably could be deemed to be performed have a materially adverse effect on Borrower's financial condition or discharged by Borrower's ability to perform its agreements and obligations under the Agreement. j. Borrower shall notify Lender under this Assignment. In in writing prior to the event Lender incurs time there is any liabilitychange of name, loss identity or damage by reason business structure of this AssignmentBorrower, or in including the defense addition of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectivetrade names. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees as followsthat: (a) The Borrower shall (i) fulfillwill provide to the Placement Agent not later than March 20, perform 1997 the Final Placement Memorandum in such quantity as the Placement Agent may reasonably request, and observe each will use its best efforts to amend the Final Placement Memorandum if and every condition and covenant as necessary so that it will not contain any untrue statement of landlord a material fact or lessor contained omit to state a material fact necessary to make the statements therein, in each light of the Leases; (ii) give prompt notice to Lender of any claim of default circumstances under any of the Leaseswhich they were made, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;not misleading. (b) The Borrower shall not, without will promptly notify the prior written consent Placement Agent of Lender, (i) modify any material adverse change with respect to the financing of the Leases; (ii) terminate Project as contemplated by this Placement Agreement and the term Placement Memorandum or accept with respect to its business, properties or financial condition, occurring before Closing which would require a change in the surrender of any Placement Memorandum in order to make the information contained therein not misleading in connection with the placement of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender;Bonds. (c) The Borrower will cooperate with the Placement Agent in the qualification of the Bonds (and, if necessary, any other security contemplated by this Placement Agreement or the Placement Memorandum) for offering and sale in, and the determination of their eligibility for investment under the laws of, such jurisdictions as the Placement Agent shall designate; provided that the Borrower shall not, without not be required to qualify to do business under the prior written laws of any jurisdiction where it is not now so qualified or to file any general consent to service of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease process where it is in form and content satisfactory to and approved in writing by Lender;not now so subject. (d) The Borrower shall protectwill refrain from taking any action, indemnify or voluntarily permitting any action to be taken, that results in the loss of the exclusion of the interest on the Bonds from gross income for federal income tax purposes. (e) To the extent permitted by applicable law, the Borrower will indemnify, hold harmless, protect and save harmless Lender from defend the Issuer and its members, directors, officers and employees, past, present and future, and the Placement Agent and its directors, officers and employees, past, present and future, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Securities Act (hereinafter collectively called the "Indemnified Parties"), against any and all liabilities, obligationslosses, claims, damages, penalties, causes of action, costs and liabilities or expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Placement Memorandum under the caption "THE BORROWER" or in the second paragraph under the caption "LITIGATION" or any omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; or (ii) an allegation or determination that registration under the Securities Act was required in connection with the issuance, placement or sale of the Bonds or that the Indenture should have been qualified under the Trust Indenture Act of 1939, as amended. In case any action or claim shall be brought or asserted against one or more of the Indemnified Parties with respect to the matters subject to the indemnity provided by this AssignmentSection, the amount Indemnified Party or Parties shall promptly notify the Borrower in writing, and the Borrower shall promptly assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party or Parties and the payment of all expenses. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such liabilitycounsel shall be at the expense of such Indemnified Party or Parties unless: (i) the employment thereof has been specifically authorized by the Borrower in writing; (ii) the Borrower has failed to assume promptly the defense and employ counsel reasonably satisfactory to such Indemnified Party or Parties; or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party or Parties and the Borrower, and such Indemnified Party or Parties shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense of such action on behalf of such Indemnified Party or Parties), in any of which events such fees and expenses shall be borne by the Borrower. The Borrower shall not be liable for any settlement of such action effected without its consent (such consent not to be unreasonably withheld), but if settled with the consent of the Borrower, or if there is final judgement for the plaintiff in any such action with or without consent, the Borrower agrees to indemnify and hold harmless the Indemnified Party or Parties from and against any loss or damage liability by reason of settlement or judgement. The indemnity provided in this Section includes reimbursement for expenses incurred by the Indemnified Parties in investigating the claim and in defending it in accordance with the terms of this Section. The indemnity provided in this Section shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same;survive Closing. (f) The warranties In order to provide for just and representations of Borrower made equitable contribution in Paragraph 1.01 hereof and circumstances in which the covenants and agreements of Borrower made indemnification provided for in this Paragraph apply to each Lease in effect as of the time of execution paragraph (e) of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account Section is due in accordance with applicable lawits terms but is for any reason unavailable or insufficient, the Borrower shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) to which the Placement Agent may be subject in such proportion so that the Borrower bears them in a portion that considers the benefits received by the Borrower from the placement of the Bonds, the Borrower's knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct or prevent any statement or omission and any other equitable considerations appropriate under the circumstances; and no person (including the Placement Agent) guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person who controls the Placement Agent within the meaning of Section 15 of the Securities Act shall have the same rights as the Placement Agent. Any party entitled to contribution shall, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the Borrower under this paragraph, notify the Borrower, but the omission so to notify the Borrower shall not relieve the Borrower from any other obligation it may have hereunder or otherwise under this paragraph.

COVENANTS OF BORROWER. Borrower hereby covenants and agrees So long as follows: this Agreement has not been terminated as provided hereafter, the Borrower: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant will defend the Collateral against the claims of landlord or lessor contained in each of the Leasesall other persons; (iib) give prompt notice to Lender will keep the Collateral free from all security interests or other encumbrances, except for the Security Interest and except for Permitted Liens (as defined in the Loan Agreement); (c) will not assign, deliver, sell, transfer, lease or otherwise dispose of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant Collateral or any guarantor thereunder; (b) Borrower shall not, interest therein without the prior written consent of Lenderthe Bank, except that prior to an Event of Default, the Borrower may sell or lease Inventory in the ordinary course of the Borrower’s business and dispose of worn out or obsolete Equipment in the ordinary course of the Borrower’s business; (d) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral and upon the Bank’s request will xxxx any of such records and all or any other Collateral to give notice of the Security Interest and will permit the Bank or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Borrower’s books, ledgers, reports, correspondence and other records; (e) upon demand, will deliver to the Bank any Documents and any Chattel Paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales or leases or other dispositions of the Collateral and Proceeds thereof and any and all other schedules, documents and statements that the Bank may from time to time request; (f) will keep the Collateral at the Borrower’s address set forth above until the Bank is notified in writing of any change in its location, and will not change the location of the Borrower’s chief executive office without the written consent of the Bank; (g) will notify the Bank promptly in writing of any change in the Borrower’s address, name or identity from that specified above or of any change in the location of the Collateral; (h) will not change its legal name or reincorporate or reorganize itself under the laws of any other jurisdiction; (i) modify will permit the Bank or its agents to inspect the Collateral; (j) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (k) will execute and deliver to the Bank such financing statements, landlord waivers and other documents requested by the Bank, and take such other action and provide such further assurances as the Bank may deem advisable to evidence, perfect or enforce the Security Interest created by this Agreement; (l) will pay all taxes, assessments and other charges of every nature that may be levied or assessed against the Collateral (unless the same are being contested in good faith); (m) will insure the Collateral against risks by obtaining policies (none of which shall be cancellable without at least 30 days prior written notice to the Bank) in coverage, form and amount and with companies reasonably satisfactory to the Bank, containing a loss payee provision in favor of the Leases; (ii) terminate Bank, and at the term Bank’s request will deliver each policy or accept the surrender certificate of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior insurance therefor to the accrual thereofBank; and (vn) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or will prevent any part of the Premises Collateral from becoming an accession to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in other goods not covered by this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveAgreement. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

COVENANTS OF BORROWER. For so long as any Obligations remain outstanding or unsatisfied, and so long as the Availability Period has not expired or been terminated, Borrower hereby covenants shall, and agrees as followsshall cause its subsidiaries to: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord pay or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, cause to be performed or observed paid promptly all taxes and assessments when due, except those which are being contested in good faith by the Tenant thereunder; appropriate proceedings diligently conducted and (iv) appear for which adequate reserves have been provided in accordance with GAAP, and defend any action arising out ofall lawful claims which, or in any manner connected withif unpaid, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunderwould by law become a lien upon its property; (b) Borrower shall not, without the prior written consent of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender[reserved]; (c) deliver to Lender: (i) Notice of the filing of any documents filed with the SEC, promptly, but in any event within 2 Business Days, after the filing thereof; (ii) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt or equity securities of Borrower; (iii) promptly, but in any event within 2 Business Days, after learning thereof, notice of (1) any litigation commenced or claim asserted against Borrower or any of its subsidiaries involving an amount in excess of $25,000; (2) the occurrence of any Default or Event of Default; and (3) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect. Each notice pursuant to this subsection shall not, without be accompanied by a statement of an officer of Borrower setting forth details of the prior written consent occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. Each notice pursuant to clause (2) above shall describe with particularity any and all provisions of Lender, enter into this Agreement and any Lease unless the Tenant thereunder shall other Loan Document that have been approved breached. (iv) promptly, but in writing by any event within 2 Business Days, such additional information regarding the business, financial or corporate affairs of Borrower or any of its subsidiaries, or compliance with the terms of the Loan Documents, as Lender and said Lease is in form and content satisfactory may from time to and approved in writing by Lender;time reasonably request. (d) Borrower shall protectPreserve, indemnify renew and save harmless Lender from maintain in full force and against effect its legal existence and good standing under the laws of the jurisdiction of its organization; take all liabilitiesreasonable action to maintain all rights, obligationsprivileges, claimspermits, damages, penalties, causes of action, costs licenses and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon franchises necessary or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or desirable in the defense normal conduct of any claim its business; and preserve or demand arising out renew all of or in connection with this Assignmentits registered patents, trademarks, trade names and service marks, the amount non-preservation of such liability, loss or damage shall which could reasonably be added expected to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand;have a Material Adverse Effect. (e) Borrower shall authorize Maintain, preserve and directprotect all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and does hereby authorize make all necessary repairs thereto and direct renewals and replacements thereof, except in each and every present and future Tenant of case where the whole or any part of the Premises failure to pay all rental do so could not reasonably be expected to Lender upon receipt of written demand from Lender to so pay the same;have a Material Adverse Effect. (f) The warranties Maintain with financially sound and representations reputable insurance companies not affiliates of Borrower made in Paragraph 1.01 hereof Borrower, insurance with respect to its properties and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as business against loss or damage of the time kinds customarily insured against by persons or entities engaged in the same or similar business, of execution of this Assignment, such types and shall apply to each Lease hereafter made at the time each in such future Lease becomes effectiveamounts as are customarily carried under similar circumstances by such other persons or entities. (g) At Comply in all material respects with all Requirements of Law and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or the request failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. (h) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower or such subsidiary, as the case may be; and maintain such books of record and account in material conformity with all applicable requirements of any governmental authority having regulatory jurisdiction over Borrower or such subsidiary, as the case may be. (i) Permit representatives and independent contractors of Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however, that when an Event of Default exists Lender (or any of its representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice. (j) Use the proceeds of each Loan solely to refinance the Existing Loan and for the purposes described in the Proceeds Budget delivered to Lender in connection with such Loan, and in any event not in contravention of any Requirement of Law or of any Loan Document. (k) Not create, incur, assume or suffer to exist any lien, security interest or other encumbrance upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than in favor of Lender, Borrower immediately shall deliver except for purchase money security interests granted by Sturgeons LLC to Lender evidence secure the payment of the outstanding indebtedness incurred by Sturgeons LLC for the purchase by Sturgeons LLC of equipment provided that all security deposits (i) such Liens do not at any time encumber any property other than the property financed by such indebtedness and other deposits (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. (l) Not merge or consolidate with or into another person or entity, or liquidate or dissolve, or sell or otherwise dispose of (whether refundable in one transaction or non-refundable) paid by Tenants under the Leases have been placed in a separate account series of transactions) any Collateral or all or substantially all of its other assets (whether now owned or hereafter acquired) to or in accordance favor of any person or entity, other than sales of inventory in the ordinary course of business. (m) Not declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) any subsidiary of Borrower other than CBS may make a Restricted Payment to Borrower and (ii) so long as no default or Event of Default exists, Borrower may declare and pay cash dividends on its outstanding preferred stock in aggregate amounts and at intervals consistent with applicable law.past practice. As used

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder; (b) Except as provided in the Loan Agreement, Borrower shall not, without the prior written consent of Lender, (i) materially modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the any Tenant from the performance or observance by the such Tenant of any obligation or condition of any of the LeasesLease to which such Tenant is a party; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the any Tenant under any of the LeasesLease; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Except as provided in the Loan Agreement, Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ ' fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the per annum rate of Default Interest specified in equal to the Note from the date incurred until paid and shall be payable on demand; Prime Rate (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.defined in