Common use of Defaults Clause in Contracts

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. The Purchaser Tenant shall pay interest @18% per annum on all sums becoming due hereunder and which be in material default under this Lease: (a) If Tenant abandons the Purchaser Property or if Tenant's vacation of the Property results in the cancellation of any insurance described in Section 4.4; (b) If Tenant fails to pay rent or any other charge when due and continues to the Vendors do so for ten (10) days after written notice from Landlord; (c) If Tenant fails to perform any of Tenant's non-monetary obligations under this Lease for a period of thirty (30) days after written notice from Landlord; provided that if more than thirty (30) days are required to complete such performance, Tenant shall not be in default if Tenant commences such performance within the thirty (30)-day period stipulated hereunder for the period during which the Purchaser remains and thereafter diligently pursues its completion. However, Landlord shall not be required to give such notice if Tenant's failure to perform constitutes a non-curable breach of this Lease as specified in default. This will be without prejudice to the other rights of the Vendors hereundersubsection (d) immediately following. The Vendors shall have the discretion notice required by this Section is intended to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default satisfy any and all notice requirements imposed by law on Landlord and is not in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit addition to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagessuch requirement. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) If Tenant makes a general assignment or general arrangement for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) if a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant and is not dismissed within sixty (60) days; (iii) if a trustee or receiver is appointed to terminate take possession of substantially all of Tenant's assets located at the contract Property or of Tenant's interest in this Lease and claim refund possession is not restored to Tenant within sixty (60) days; or (iv) if substantially all of Tenant's assets located at the Property or of Tenant's interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within sixty (60) days. If a court of competent jurisdiction determines that any of the amount of consideration paid by acts described in this subparagraph (d) is not a default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant transfers Tenant's interest hereunder, then Landlord shall receive, as Additional Rent, the Purchaser to the Vendors till then alongwith accrued interest as aforesaidexcess, if any, of the rent (or any other consideration) paid in connection with such assignment or sublease over the rent payable by Tenant under this Lease. (e) If any guarantor of the Lease revokes or otherwise terminates, or purports to revoke or otherwise terminate, any guaranty of all or any portion of Tenant's obligations under the Lease. Unless otherwise expressly provided, no guaranty of the Lease is revocable.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay Subject to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains provisions contained in default. This will be without prejudice to the other rights subsection 26 (c) below, if any of the Vendors hereunder. The Vendors following shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-occur: (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount Tenant does not pay in full when due any installment of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; Annual Basic Rent, additional rent or in the alternative any other charge or payment whether or not herein included as rent, (ii) Tenant violates or fails to terminate perform or otherwise breaks any covenant, agreement or condition herein contained or any other obligation of Tenant to Landlord, (iii) Tenant does not occupy the contract Premises within sixty (60) days after the Rent Commencement Date, (iv) Tenant removes or attempts to remove Tenant's property from the Premises other than in the ordinary course of business without having first paid to Landlord in full all rent and claim refund any other charges that may have become due; (v) Tenant or any guarantor of Tenant hereunder becomes the subject of commencement of an involuntary case under the federal bankruptcy law as now or hereafter constituted, or there is filed a petition against Tenant or any guarantor of Tenant hereunder seeking reorganization, arrangement, adjustment or composition of or in respect of Tenant or any guarantor of Tenant hereunder under the federal bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar official) of Tenant or any guarantor of Tenant hereunder or any substantial part of the amount property of consideration paid by either Tenant or any guarantor of Tenant hereunder, or seeking the Purchaser winding-up or liquidation of its affairs and such involuntary case or petition is not dismissed within sixty (60) days after the filing thereof, or if Tenant or any guarantor of Tenant hereunder commences a voluntary case or institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the Vendors till then alongwith accrued interest institution of bankruptcy or insolvency proceedings against it, under the federal bankruptcy laws as aforesaidnow or hereafter constituted, or any other applicable federal or state bankruptcy, reorganization or insolvency or other similar law, or consents to the appointment of or taking possession by a receiver or liquidator or assignee, trustee, custodian, sequestrator (or other similar official) of Tenant or any guarantor of Tenant hereunder or of any substantial part of its property, or makes any assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due, or fails to generally pay its debts as they become due, or if any.Tenant or any guarantor of Tenant hereunder takes any action in contemplation of any of the foregoing, then:

Defaults. The Purchaser 1. If (a) Tenant shall fail to pay interest @18% per annum on all sums becoming the rental or other charges due hereunder within five (5) days after receipt of written notice thereof by Tenant (provided, however, in the event that Landlord gives Tenant one such notice within any twelve (12) month period, Landlord shall not be required to give such notice thereafter during such twelve month period), or (b) Tenant shall fail to perform any of the other terms, conditions or covenants of this Lease to be performed or observed by Tenant for more than thirty (30) days after receipt by Tenant of written notice from Landlord specifying in detail the nature of such failure (or such other reasonable times as necessary if such default is a default which is susceptible of cure but cannot be cured within thirty (30) days and which the Purchaser fails Tenant, upon receipt of such notice, promptly and diligently attempts to pay to the Vendors within the period stipulated hereunder effect such cure), (c) Tenant shall be adjudged bankrupt or insolvent or shall make an assignment for the period during which benefit of creditors, or (d) a receiver or trustee of Tenant's property shall be appointed and such receiver or trustee, as the Purchaser remains case may be, shall not be discharged within sixty (60) days after such appointment, then in default. This will be any such case, Landlord may, at its option, upon written notice to Tenant, recover possession of and re-enter the Leased Premises without prejudice to the other rights accepting a surrender of the Vendors Leased Premises or affecting Tenant's liability for past rent and other charges due or future rent and other charges to accrue hereunder. The Vendors As an alternative, at the election of Landlord, Landlord shall have the discretion right, upon written notice to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment Tenant, to declare this Lease terminated and canceled and to accept surrender of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at Leased Premises (without the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable need for any penalty affirmative act or interest during such extended period and in case of failure acquiescence by Tenant) without any further rights or obligations on the part of Landlord or Tenant (other than Tenant's obligation for rent and other charges due and owing through the Vendors date of termination and the performance of all of the terms and provisions of this Lease due and owing or accrued through the date of termination), so that Landlord may relet the Leased Premises without any right on the part of Tenant to construct any credit or payment resulting from any reletting of the said Unit even within Leased Premises. In the event of any such extended period then default, Landlord shall be entitled to recover from Tenant all other damages sustained by Landlord on account of the breach of this Lease, including, but not limited to, the costs incurred by Landlord in re-entering and only recovering possession of the Leased Premises and the cost of repairs, alterations and brokerage fees connected with the reletting of the Leased Premises. The provisions herein shall be in such event-addition and without prejudice to any other rights or remedies as are available at law or otherwise. Notwithstanding anything to the contrary contained herein, Landlord shall use reasonable efforts to mitigate the damages which might arise as a result of a default by Tenant; and in the event Landlord relets the Leased Premises, the amount received therefrom prior to termination of this Lease shall be credited to Tenant after deducting therefrom Landlord's reasonable expenses. (i) 2. The rights and remedies of Landlord or Tenant under this Lease shall be cumulative and the Purchaser exercise of any of them shall not be exclusive of any other right or remedy provided by this Lease or allowed by law, and the waiver by Landlord or Tenant of any breach of any covenant of this Lease shall be limited to the particular instance and shall not operate or be deemed to waive any future breach of the same or any other covenant on the same or any other occasion. 3. No extension of time, forbearance, neglect or waiver on the part of Landlord or Tenant, as the case may be, with respect to any one or more of the covenants, terms or conditions of this Lease, shall be construed as a waiver of any of the other covenants, terms or conditions of this Lease, or as an estoppel against Landlord or Tenant, as the case may be. 4. Landlord shall have the option either right at any time, after ten (10) days notice to claim Tenant (or without notice in case of emergency or in case any fine, penalty, interest @9% per annum from the Vendors or cost may otherwise be imposed or incurred), to make any payment or perform any act required of Tenant under any provision of this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. Nothing herein shall imply any obligation on the amount part of consideration Landlord to make any payment or perform any act required of Tenant, and the exercise of the right to so do shall not constitute a release of any obligation or a waiver of any default. All payments made and all costs and expenses incurred in connection with any exercise of such right shall be reimbursed to Landlord by Tenant within fifteen (15) days after receipt of Landlord's xxxx therefor. In the event of nonpayment thereof, Landlord shall have the rights and remedies it would have hereunder or by law in the case of nonpayment of rent. 5. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover all costs and expenses including reasonable attorney's fees. 6. Should Landlord default in the performance of the covenants required to be performed by Landlord under this Lease, Tenant may serve upon Landlord a notice specifying the default and requiring performance by Landlord within a period of time set forth in such notice, which shall not be less than thirty (30) days after receipt of said written notice; provided, however, Tenant shall have the right (but not the obligation) to remedy such default without notice in the event of emergency. In the event of such default by Landlord after notice shall have been given as aforesaid which is not cured by Landlord within such thirty (30) day period, then Tenant, in addition to any other right or remedy Tenant may have at law or equity, shall have the right (but not the obligation) to cure Landlord's default and Landlord, within fifteen (15) days after receipt of Tenant's xxxx therefor, shall reimburse Tenant the reasonable costs incurred by Tenant in curing Landlord's default as aforesaid. However, if any default shall occur which cannot, with due diligence, be cured within a period of thirty (30) days from and after the giving of notice as aforesaid, then Landlord shall be deemed to be complying with such notice if Landlord promptly commences to take reasonable steps to cure such default during such time period and proceeds diligently thereafter to in fact cure such default. 7. Tenant acknowledges that late payment of rent (fixed rental or additional rental) could result in Landlord's mortgagee imposing a late charge on Landlord, and, accordingly, Tenant agrees that, if rent (fixed rental or additional rental) due hereunder is not paid by the Purchaser fifth (5th) day after it is due (or within five (5) days after receipt of written notice of default if such late payment is the first such late payment within the past twelve (12) months), then Tenant shall pay upon demand, as additional rent, a late charge equal to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidlate charge, if any, imposed upon Landlord by Landlord's mortgagee. The foregoing provision for payment of a late charge shall not be construed to extend the date for payment of any sums required to be paid by Tenant hereunder or to relieve Tenant of its obligation to pay all such sums at the time or times herein stipulated, and neither the demand for, nor collection by, Landlord of such late charge shall be construed as a cure for Tenant's default in the payment of rent.

Defaults. The Purchaser occurrence of any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute an "Event of Default": (a) The Borrower shall fail to pay any interest with respect to the Vendors Revolving Notes or the Term Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period stipulated of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in a principal amount not less than $75,000,000, shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $75,000,000; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $75,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which the Purchaser remains in default. This will be without prejudice to the other rights execution of the Vendors hereunder. The Vendors same shall have been stayed, appeal therefrom and cause the discretion execution thereof to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest stayed during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-appeal. (i) At any time after a Change in Control, the Purchaser shall have the option either Borrower fails to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry maintain at least one of the period following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or better) by Standard & Poor's Ratings Service, a Division of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; The McGraw-Hill Companies, Inc., or in the alternative (iib) to terminate the contract and claim refund of the amount of consideration paid Baa3 (or better) by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidMoody'x Xxxxxxxxs Service, if any.Inc.

Defaults. The Purchaser Time is the essence hereof, and it shall be deemed a default if Tenant shall violate or breach or fail to keep or perform any covenant, agreement term or condition of this Lease including without limitation Tenant's obligation to make any and all payments due under this Lease, whether or not such payments are defined as Rent or Additional Rent, and if such default or violation shall continue or shall not be remedied within at least ten (10) days (or, if no default in the Rent, Additional Rent or any other payments due hereunder Is involved, within twenty (20) days) after notice in writing thereof is given by Landlord to Tenant, specifying the matter claimed to be In default, Landlord, at its option, may Immediately declare this Lease terminated, and all Tenant's rights hereunder shall be terminated. Landlord may re-enter the Premises using such force as may be reasonably necessary, and repossess itself thereof, as of its former estate, and remove all persons and property from the Premises. Notwithstanding any such re-entry, the liability of Tenant for the full Rent, Additional Rent and other payments provided for herein shall not be extinguished for the balance of this Lease, and Tenant shall make good to Landlord any deficiency arising from such re-letting of the Premises, plus the costs and expenses of renovating, altering and reletting the Premises, and including attorney's and/or broker's fees incident to Landlord's re-entry or reletting. Tenant shall pay interest @18% per annum on all sums becoming due hereunder and which any such deficiency each month as the Purchaser fails amount thereof is ascertained by Landlord or, at Landlord's option, Landlord may recover, in addition to pay to any other sums, the Vendors within amount at the period stipulated hereunder for time of judgment the period during which the Purchaser remains in default. This will be without prejudice to the other rights balance of the Vendors hereunder. The Vendors shall have term after judgment exceeds the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventamount thereof which Tenant proves could be reasonably avoided, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest discounted at the rate mentioned in clause 9 hereinabove for of seven percent (7%). In reletting the period of default on all amounts remaining unpaid Premises, Landlord may grant Rent concessions and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors Tenant shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors not be credited therefore. Nothing herein shall be allowed automatically an extension deemed to affect the right of 6 (six) months whereof without being liable Landlord to recover for any penalty or interest during such extended period and in case indemnification under Section 16 herein arising prior to the termination of failure on this Lease. In addition to the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser remedies for Tenant default provided herein, Landlord shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction any and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; all other rights at law or in equity in the alternative (ii) to terminate the contract and claim refund event of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyTenant's default.

Defaults. The Purchaser occurrence of any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute an "Event of Default": (a) The Borrower shall fail to pay any interest with respect to the Vendors Revolving Notes or the Term Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period stipulated of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which the Purchaser remains in default. This will be without prejudice to the other rights execution of the Vendors hereunder. The Vendors same shall have been stayed, appeal therefrom and cause the discretion execution thereof to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest stayed during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-appeal. (i) At any time after a Change in Control, the Purchaser shall have the option either Borrower fails to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry maintain at least one of the period following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or better) by Standard & Poor’s Ratings Service, a Division of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; The MxXxxx-Xxxx Companies, Inc., or in the alternative (iib) to terminate the contract and claim refund of the amount of consideration paid Baa3 (or better) by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidMxxxx’x Investors Service, if any.Inc.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one or more of the Vendors hereunder. The Vendors following events ("Defaults") shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits constitute a default in making payment and breach of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-Lease: (i) Tenant shall fail to pay the Purchaser Base Rent, or any other rent owed under this Lease when due and such failure shall have the option either continue for ten (10) days after Tenant's receipt of written notice from Landlord, provided, however, Landlord shall not be obligated to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser give such notice and opportunity to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or cure more than two times in the alternative any calendar year; (ii) Tenant shall neglect or fail to terminate perform or observe any other term, covenant or condition set forth in this Lease on Tenant's part to be performed or observed and Tenant shall fail to remedy the contract same within thirty (30) days after receipt of written notice specifying such neglect or failure, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence to remedy the same within such thirty (30) day period and claim refund to prosecute such remedy to completion with reasonable diligence; (iii) A general assignment by Tenant for the benefit of Tenant's creditors, any voluntary filing, petition or application by Tenant under any law relating to insolvency or bankruptcy, whether for declaration of bankruptcy, a reorganization, an arrangement or otherwise; (iv) The involuntary filing against Tenant of (A) a petition to have Tenant declared bankrupt, or (B) a petition for reorganization or arrangement of such party under any law relating to insolvency or bankruptcy, unless in the case of any such involuntary filing, the same is dismissed within sixty (60) days; or (v) the appointment of a trustee or receiver to take possession of all or substantially all of the amount assets of consideration paid by the Purchaser to Tenant, or the Vendors till then alongwith accrued attachment, execution or other judicial seizure of all or substantially all of Tenant's assets located at the Premises, or of Tenant's interest as aforesaidin this Lease, if anyunless such appointment, attachment, execution or seizure is discharged within thirty (30) days.

Defaults. The Purchaser If on the Closing Date any of the Underwriters shall pay interest @18fail or refuse to purchase Securities, which it has agreed to purchase hereunder on such date, and the aggregate amount of Securities that such defaulting Underwriter(s) agreed but failed or refused to purchase does not exceed 10% per annum of the total aggregate principal amount of Securities to be purchased on such date by all sums becoming due hereunder and of the Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the Purchaser fails to pay amount of such Securities set forth opposite its name in Schedule I hereto bears to the Vendors within aggregate principal amount of Securities which all the period stipulated hereunder for non-defaulting Underwriters, as the period during case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Securities that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the aggregate principal amount of Securities that any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 8 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase the Securities with respect to which such default exceeds 10% of the Purchaser remains in default. This will total aggregate principal amount of Securities to be without prejudice purchased on such date by all Underwriter(s) and arrangements satisfactory to the other rights Underwriter(s) and the Registrants for the purchase of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein such Securities are not made within time then in 48 hours after such eventdefault, this agreement Agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person terminate without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure liability on the part of the Vendors to construct non-defaulting Underwriter(s) or the said Unit even within Registrants, except as otherwise provided in this Section 8. In any such extended period then and only case that does not result in such event- termination of this Agreement, the Underwriters or the Registrants may postpone the Closing Date for not longer than seven (i7) days, in order that the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidrequired changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any default by any such Underwriter under this Agreement.

Defaults. The Purchaser Upon the happening of any of the following events (collectively, “Events of Default”): (a) if Borrower shall pay interest @18% per annum on all sums becoming fail to make payment when due hereunder and which the Purchaser fails of any Obligation under this Agreement or any Loan Document, provided, however, that, for purposes of Borrower’s obligation to make payment of any Obligations to Lender comprised of Obligations to reimburse Lender for or to pay field examination expenses and legal fees and expenses incurred by Lender after the date hereof, no Event of Default shall be deemed to have occurred, unless sixty (60) days have elapsed from the Vendors within the period stipulated date of demand therefor by Lender; provided that, Lender’s right hereunder for the period during which the Purchaser remains in default. This will to charge such fees and expenses to Borrower shall not be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid affected by the Purchaser to foregoing and in the Vendors after deduction event Lender so charges Borrower for such fees and expenses any such incipient Event of a sum equivalent to 25% Default shall be deemed cured thereby; or (twenty-five percentb) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors if Borrower shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing fail to comply with all his obligations hereunder and the Vendors any terms, conditions, covenant, warranty or representation contained in Article 11 or Article 15 of this Agreement; or (c) if Borrower shall fail to construct comply with any term, condition, covenant or warranty of or in this Agreement, any other Loan Document or any other agreement between Lender and Borrower, other than in Article 11 or Article 15 of this Agreement, and such failure continues for a period in excess of twenty (20) days after notice thereof is given by Lender to Borrower; or (d) if Borrower shall cease to be Solvent, make an assignment for the said Unit within the period stipulated in Part-III benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, suspend business or if any case under any provision of the Third Schedule hereunder writtenBankruptcy Code, then the Vendors including provisions for reorganizations, shall be allowed automatically an extension commenced by or against Borrower; or (e) if any statement or representation contained in any financial statement or certificate delivered by Borrower to Lender shall be false, in any material respect, when made; or (f) if any federal tax lien is filed of 6 record against Borrower or any Guarantor and is not bonded or discharged within ten (six10) months whereof without being liable days; or (g) if Borrower’s independent public accountants shall refuse to deliver any financial statement required by this Agreement (after the date due hereunder) within ten (10) days after written demand by Lender for delivery of such financial statements; or (h) if a receiver, trustee or equivalent officer shall be appointed for all or any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-assets of Borrower; or (i) if a judgment for more than Two Hundred and Fifty Thousand Dollars ($250,000) shall be entered against Borrower in any action or proceeding and shall not be stayed, vacated, bonded, paid, discharged or applied in good faith within twenty (20) days; provided, that, no Event of Default shall be deemed to have occurred in the Purchaser case of any judgment where the claim is covered by insurance and the insurance company has accepted liability therefor; or (j) if any obligation of Borrower in respect of Indebtedness shall have the option either be declared to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser be or shall become due and payable prior to the Vendors till then stated maturity thereof or such obligation shall not be paid as and when the same becomes due and payable; or there shall occur any event or condition which constitutes an event of default under any mortgage, indenture, instrument, agreement or evidence of indebtedness relating to any obligation of Borrower in respect of any such Indebtedness the effect of which is to permit the holder or the holders of such mortgage, indenture, instrument, agreement or evidence of Indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause the Indebtedness evidenced thereby to become due prior to its stated maturity; provided, that, the foregoing shall not include (a) Indebtedness to Lender; or (b) Indebtedness arising from in connection with any real property lease obligations up to $50,000.00, so long as no judgments are entered against Borrower as a result of Borrower’s failure to pay such Indebtedness; or (k) upon the date happening of expiry any Reportable Event which Lender in its discretion determines could reasonably be expected to constitute grounds for the termination of any Plan, or if a trustee shall be appointed by an appropriate United States District Court or other court of administrative tribunal to administer any Plan, or if the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan; or (l) upon the occurrence and continuance of any Material Adverse Effect, which in the sole and absolute opinion of Lender, impairs Lender’s security or increases its risks; or (m) upon the happening of any of the period of construction and the extension thereof till the date of delivery of possession of the said Unit events described in Section 19.1(d), Section 19.1(e), Section 19.1(g), Section 19.1(h), Section 19.1(i) or Section 19.1(j) with respect to the Purchaser; a Guarantor or in the alternative (ii) if any Guarantor purports to terminate its guaranty or if any Validity/Support Guarantor purports to terminate his/its Validity/Support Guaranty or upon the contract death of any Guarantor or Validity/Support Guarantor that is a natural person; then and claim refund in any such event, Lender may terminate this Agreement without prior notice or demand to Borrower or may demand payment of all Obligations (whether otherwise then payable on demand or not) without terminating this Agreement and shall, in any event, be under no further responsibility to extend any credit or afford any financial accommodation to Borrower, whether under this Agreement or otherwise or upon the amount sale of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyany Guarantor at a fair value of more than fifty thousand ($50,000).

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder Each Leasehold Mortgagee and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors sublessee shall have the discretion same period of time after receipt of a notice of default to waive and/or reduce remedy a default or event of default, or cause the interest payable same to be remedied, as aforesaid. 9.1 In case the Purchaser commits is given to Tenant after Tenant’s receipt of a notice of default hereunder, plus, in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyerseach instance, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- following additional time periods: (i) thirty (30) days in the Purchaser event of any monetary default or event of default; and (ii) sixty (60) days in the event of any non-monetary default or event of default; provided, however, that (a) such sixty (60)-day period shall be extended for the time reasonably required by the Leasehold Mortgagee or sublessee to complete such cure, including the time reasonably required for the Leasehold Mortgagee to obtain possession of the Leasehold Estate or subleasehold estate, as the case may be (including possession by a receiver), institute foreclosure proceedings or otherwise perfect its right to effect such cure and (b) neither the Leasehold Mortgagee nor such sublessee shall be required to cure those events of default which are not reasonably susceptible of being cured or performed by Tenant (“Non- Curable Defaults”). Each Leasehold Mortgagee and sublessee shall have the option either absolute right to claim interest @9% per annum from substitute itself for Tenant and perform the Vendors on duties of Tenant hereunder or with respect to the amount Leasehold Estate or subleasehold estate (as the case may be) for purposes of consideration curing such default or event of default. Landlord expressly consents to such substitution, agrees to accept such performance, and authorizes each Leasehold Mortgagee and sublessee (and their respective employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of Tenant hereunder. Landlord shall not terminate this Lease prior to expiration of the cure periods available to each Leasehold Mortgagee and sublessee as set forth above. Further, (1) neither the bankruptcy nor the insolvency of Tenant shall be grounds for terminating this Lease as long as the Rent and all other amounts payable by Tenant hereunder are paid by a Leasehold Mortgagee or sublessee in accordance with the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension terms thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.and

Defaults. The Purchaser If Tenant (a) defaults in the payment of Annual Rent and Additional Rent payable under this Lease, and such default continues for more than five (5) business days after receipt of written notice thereof; provided that Landlord shall pay not be obligated to provide written notice more than twice in any twelve (12) month period; or (b) defaults in the performance or observance of any term, covenant or condition to be performed by it hereunder that may be performed merely by the payment of money and such default is not rectified within ten (10) days after receipt of written notice thereof; or (c) shall allow any insurance policy required to be carried by it hereunder to lapse or to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or cancellation from Landlord; or (d) defaults in the performance or observance of any other term, covenant or condition of this Lease on Tenant's part to be performed or observed and does not commence to rectify such default within thirty (30) days after written notice thereof or does not thereafter diligently complete the rectification thereof (provided, however, that such nonmonetary default shall be cured no later than one hundred twenty (120) days following Landlord's notice), then, in any of such foregoing events, Landlord may, at its option, and in addition to any and all remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest @18% per annum on all sums becoming due hereunder and which shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Purchaser fails to pay Property and shall be entitled to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights benefit of all provisions of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment public general laws of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded Maryland and the Vendors public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being remain liable for any penalty Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys' and brokers' fees, commissions and expenses, paid or interest during such extended period incurred by Landlord in connection with: (1) obtaining possession of the Property; (2) removal and in case storage of failure on Tenant's or other occupant's property; (3) care, maintenance and repair of the Property while vacant; (4) re-letting the whole or any part of the Vendors Property; and (5) repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the Property into condition acceptable to, and reasonably necessary to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyobtain new tenants.

Defaults. The Purchaser Each of the following shall pay interest @18% per annum on all sums becoming due hereunder and which be an “Event of Default” under this Lease: (a) Tenant shall abandon the Purchaser fails Premises: provided, however, cessation of business activities shall not constitute a default so long as Tenant abides by its other obligations herein; (b) Tenant shall fail to pay Rent or any other sum payable under this Lease within five (5) days after it is due; (c) Tenant shall fail to the Vendors perform any of Tenant’s other obligations under this Lease and such failure shall continue for a period of thirty (30) days after notice from Landlord; provided that if more than thirty (30) days shall be required to complete such performance, Tenant shall not be in default if Tenant shall commence such performance within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% thirty (twenty-five percent30) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended day period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-shall thereafter diligently pursue its completion. (i) Tenant shall make a general assignment or general arrangement for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) a petition for adjudication of bankruptcy or for reorganization or rearrangement shall be filed by or against Tenant and shall not be dismissed within sixty (60) days; (iii) a trustee or receiver shall be appointed to terminate take possession of substantially all of Tenant’s assets located at the contract Premises or Tenant’s interest in this Lease and claim refund possession shall be subjected to attachment, execution or other judicial seizure which shall not be discharged within sixty (60) days. If a court of competent jurisdiction shall determine that any of the amount of consideration paid by acts described in this Subsection (d) is not a default under this Lease, and a trustee shall be appointed to take possession (or if Tenant shall remain a debtor in possession) and such trustee or Tenant shall assign, sublease, or transfer Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the Purchaser to the Vendors till then alongwith accrued interest as aforesaidexcess, if any, of the rent (or any other consideration) paid in connection with such assignment, transfer or sublease over the rent payable by Tenant under this Lease.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights Each of the Vendors hereunder. The Vendors following shall have constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the discretion to waive and/or reduce Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein Prior Intercreditor Lenders shall be false or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without inaccurate in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer material respect when made; or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid failure by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing Borrower to comply with all his the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations hereunder and in excess of fifty thousand dollars ($50,000) which shall continue after the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidapplicable grace period, if any., specified in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;

Defaults. The Purchaser occurrence of any of the following shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute a default (“Default”) of this Lease by Tenant: (a) Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof when due if such failure continues for five (5) days after written notice to Tenant; or (b) Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1(b), any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default; or (c) To the extent permitted by Law, a general assignment by Tenant of this Lease for the benefit of creditors, or the taking of any corporate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy Law, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy Law, unless in the case of a proceeding filed against Tenant the same is dismissed within sixty (60) days, or the appointment of a trustee or receiver to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days; or (d) Any breach of Tenant’s obligations under this Lease at such time as Tenant shall have abandoned all or a substantial portion of the Premises by Tenant; or (e) The failure by Tenant to observe or perform according to the Vendors within the period stipulated hereunder provisions of Articles 5, 14, 17 or 18 of this Lease where such failure continues for the period during which the Purchaser remains in default. This will be without prejudice more than five (5) Business Days (“Business Days” being defined as calendar days other than Saturdays, Sundays and Holidays) after written notice from Landlord; or (f) Any information furnished to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein Landlord by or in observing his covenants herein within time then in such eventconnection with the entry of this Lease on behalf of Tenant is determined to have been materially false, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer misleading or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagesincomplete when made. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder If (a) Tenant defaults in the payment of rent or other amounts under this Lease and which the Purchaser fails default continues for 10 days after written notice by Lessor to pay Tenant, (b) Tenant defaults in any other obligation under this Lease and the default continues for 30 days after written notice by Lessor to Tenant, (c) any proceeding is begun by or against Tenant to subject the Vendors within the period stipulated hereunder assets of Tenant to any bankruptcy or insolvency law or for an appointment of a receiver of Tenant or for any of Tenant's assets, or (d) Tenant makes a general assignment of Tenant's assets for the period during which the Purchaser remains in default. This will be benefit of creditors, then Lessor may, with or without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventterminating this Lease, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones cure the default and charge Tenant all costs and expenses of doing so, and Lessor also may reenter the Purchaser then in such eventPremises, the Purchaser shallremove all persons and property, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of regain possession of the said Unit Premises, without waiver or loss of any of Lessor's rights under this Lease, including Lessor's right to payment of Monthly Rent. Lessor also may terminate this Lease as to all future rights of Tenant, without terminating Lessor's right to payment of Monthly Rent and other charges due under this Lease. Tenant waives any right of restoration to possession of the Purchaser; Premises after reentry, notice of termination, or after judgment for possession. If this Lease is terminated under this Section, Tenant promises and agrees to pay all Monthly Rent and other charges due for the remainder of the original Term, and all attorneys' fees and other expenses. If Tenant defaults in any of its obligations under this Lease, it will promptly pay all costs (including attorneys' fees) of enforcing Tenant's obligations, whether or not this Lease is terminated and whether or not suit is brought. No right or remedy will preclude any other right or remedy, no right or remedy will be exclusive of or dependent upon any other right or remedy, and any right or remedy may be exercised independently or in combination. If Tenant is in default and notice of termination of Tenant's right to possession has been mailed to Tenant at the alternative (ii) to terminate Premises and it appears in Lessor's reasonable judgment that Tenant has abandoned or vacated the contract Premises, Lessor may reenter the Premises and claim refund retake possession without legal action, without relieving Tenant of the amount obligation to pay Monthly Rent or any other obligations under this Lease, and without any liability to Tenant for re-entry removal of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyTenant's property.

Defaults. The Purchaser shall pay interest @18% per annum Each of Acquiror, Merger Sub and Acquiror Bank is, and at all times since December 31, 2010 has been, in full compliance with all applicable terms and requirements of each Contract under which it has or had any obligation or Liability or by which it or any asset owned or used by it is or was bound, except where the failure to be in full compliance would not reasonably be expected to have a Material Adverse Effect on Acquiror, Merger Sub or Acquiror Bank. To Acquiror’s Knowledge, each other Person that has or had any obligation or Liability under any such Contract under which Acquiror, Merger Sub or Acquiror Bank has or had any rights is, and at all sums becoming due hereunder times since December 31, 2010, has been, in full compliance with all applicable terms and requirements of such Contract, except where the failure to be in full compliance would not reasonably be expected to have a Material Adverse Effect on Acquiror, Merger Sub or Acquiror Bank. To Acquiror’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a material violation or breach of, or give Acquiror, Merger Sub, Acquiror Bank or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any material Contract to which Acquiror, Merger Sub or Acquiror Bank is a party. Except in the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights Ordinary Course of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit Business with respect to any person without in Loan, neither Acquiror, Merger Sub nor Acquiror Bank has given to or received from any way becoming liable other Person, at any time since December 31, 2010, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Contract, that has not been terminated or satisfied prior to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or this Agreement. Other than in the alternative (ii) Ordinary Course of Business in connection with workouts and restructured loans, there are no renegotiations of, attempts to terminate the contract renegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to Acquiror, Merger Sub or Acquiror Bank under current or completed Contracts with any Person and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyno such Person has made written demand for such renegotiation.

Defaults. The Purchaser If Tenant (a) defaults in the payment of Annual Rent and Additional Rent payable under this Lease, and such default continues for more than five (5) business days after receipt of written notice thereof; provided that Landlord shall pay not be obligated to provide written notice more than twice in any twelve (12) month period; or (b) defaults in the performance or observance of any term, covenant or condition to be performed by it hereunder that may be performed merely by the payment of money and such default is not rectified within ten (10) days after receipt of written notice thereof; or (c) shall allow any insurance policy required to be carried by it hereunder to lapse or to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or cancellation from Landlord; or (d) defaults in the performance or observance of any other term, covenant or condition of this Lease on Tenant’s part to be performed or observed and does not commence to rectify such default within thirty (30) days after written notice thereof or does not thereafter diligently complete the rectification thereof (provided, however, that such non-monetary default shall be cured no later than one hundred twenty (120) days following Landlord’s notice), then, in any of such foregoing events, Landlord may, at its option, and in addition to any and all remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest @18% per annum on all sums becoming due hereunder and which shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Purchaser fails to pay Property and shall be entitled to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights benefit of all provisions of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment public general laws of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded Maryland and the Vendors public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being remain liable for any penalty Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys’ and brokers’ fees, commissions and expenses, paid or interest during such extended period and incurred by Landlord in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- connection with: (i1) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of obtaining possession of the said Unit to the PurchaserProperty; (2) removal and storage of Tenant’s or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.other occupant’s property;

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which Each of the Purchaser following constitutes an “Event of Default” under this Lease: a) Tenant fails to pay any installment of Rent or any other obligation under this Lease involving the payment of money when due and such nonpayment continues after twenty (20) days; b) Tenant fails to the Vendors perform any of Tenant’s other obligations under this Lease, as defined herein below, and such failure continues for a period of twenty (20) days after written notice from Landlord; provided that if more than twenty (20) days are reasonably required to complete such performance, Tenant will not be in default if Tenant commences such performance within the twenty (20) day period stipulated hereunder for the period during which the Purchaser remains and thereafter diligently pursues its completion but in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such any event, this agreement completion must take place no later than sixty (60) days after the initial notice from Landlord; c) Tenant shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled do or permit to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and be done anything which creates a lien upon the Vendors having entered into a contract for sale of the said Unit with Premises or upon all or any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors Building, and Tenant fails to construct discharge or bond around any lien within twenty (20) days after Tenant learns that any such lien or encumbrance is filed against the said Unit even Premises; or d) Tenant, or any guarantor under this Lease becomes insolvent or bankrupt, has a receiver or trustee appointed for any part of its property, makes an assignment for the benefit of its creditors, or any proceeding is commenced either by Tenant or against it under any bankruptcy or insolvency laws, which proceeding is not dismissed within such extended period then and only in such event- thirty (i30) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount days; provided, however, if a court of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry competent jurisdiction determines that any of the period acts described in this subsection (e) is not an Event of construction Default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant assigns, subleases, or transfers Tenant’s interest hereunder, then Landlord will receive, as Additional Rent, the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidexcess, if any, of the rent (or any other consideration) paid in connection with such assignment, transfer or sublease over the rent payable by Tenant under this Lease. Industrial Lease e) Tenant shall desert or vacate or shall commence to desert or vacate the Premises or any substantial portion of the Premises or shall, at any time prior to the last month of the Lease Term, remove or attempt to remove, without the prior written consent of Landlord, all or a substantial amount of Tenant’s goods, wares, equipment, fixtures, furniture, or other personal property. f) Omitted.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights A. Tenant further agrees that any one or more of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors following events shall be allowed automatically considered an extension Event of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors Default as said term is used herein, that is to construct the said Unit even within such extended period then and only in such event-say, if: (i) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer against Tenant asking reorganization of Tenant under the Purchaser Federal bankruptcy laws as now or hereinafter amended, or under the laws of any state, shall be entered, and such decree or judgment or order shall not have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising been relocated or stayed or set aside within sixty (60) days from the date of expiry entry or granting thereof; or (ii) Tenant shall file or admit the jurisdiction of the period of construction court and the extension thereof till material allegations contained in any petition in bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (iii) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or (iv) The Premises are levied upon by any revenue officer or similar officer; or (v) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of delivery entry or granting thereof; or (vi) Tenant shall vacate the Premises or abandon the same for more than five (5) days during the Term hereof; or (vii) Tenant shall default in any monthly payment of Rental required to be paid by Tenant hereunder or in the payment of any other sums required to be paid by Tenant hereunder when due as herein provided and such default shall continue for ten (10) days after notice thereof in writing to Tenant; or (viii) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for fifteen (15) days after notice thereof in writing to Tenant; or (ix) Tenant shall default in keeping, observing or performing any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant or in the case of a default not susceptible of being cured with due diligence within said thirty (30) day period, the time within which to cure same shall be extended for such period as may be necessary to cure same with due diligence; or (x) Tenant shall repeatedly be late in payment of Rent or other charges required to be paid hereunder or shall repeatedly default in keeping, observing or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other default shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); or (xi) If Tenant is a corporation, the transfer of part or all of its shares or assets voluntarily or by operation of law so as to result in a change in the control of said corporation by the person or persons owning a majority of its said shares or assets; or (xii) Any matter described elsewhere in this Lease an Event of Default. B. In the case of an Event of Default by Tenant: (i) To the extent not inconsistent with any other terms and provisions hereunder, Landlord may terminate this Lease by giving to Tenant ten (10) day written notice of Landlord’s election to do so, in which event the Term of this lease shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice. To the extent that Tenant’s default threatens life or limb to any person, or materially endangers the Premises or Building, as determined by the Landlord, in Landlord’s sole discretion, no such notice shall be required; (ii) Landlord may terminate the right of Tenant to possession of the said Unit Premises without terminating this Lease by giving written notice to Tenant that Tenant’s right of possession shall end on the Purchaserdate stated on such notice, whereupon the right of Tenant to possession of the Premises or any part thereof shall cease on the date stated in such notice; and (iii) Landlord may maintain Tenant’s right to possession and enforce the provisions of this Lease by a suit or suits in equity or at law for the alternative enforcement of any other appropriate legal or equitable remedy, including without limitation injunctive relief, and for recovery of all moneys due or to become due from Tenant under any of the provisions of this Lease. C. In the case of a default by Landlord and failure to cure within the time provided herein, Tenant may terminate this Lease without further notice, in which event the term of this Lease shall end and all obligations of Tenant except as otherwise provided for herein shall cease on the date of such termination. D. If Landlord exercises any of the remedies provided for in subparagraphs (i) and (ii) of the foregoing Section 20B, Tenant shall surrender possession of and vacate the Premises and immediately deliver possession thereof to terminate Landlord, and Landlord may re-enter and take complete and peaceful possession of the contract Premises, with or without process of law. E. If Landlord terminates the right of Tenant to possession of the Premises without terminating this Lease, such termination of possession shall not release Tenant, in whole or in part, from Tenant’s obligation to pay the Rent hereunder for the full Term, and claim refund the aggregate amount of the Rent (based on the latest applicable rate of Base Rent and the rate of the latest determined Additional Rent) for the period from the date stated in the notice terminating possession to the end of the Term shall be immediately due and payable by Tenant to Landlord, together with any other monies due hereunder, and Landlord shall have the right to immediate recovery of all such amounts. In addition, Landlord shall have right from time to time, to recover from Tenant, and Tenant shall remain liable for, all Rent not theretofore accelerated and paid pursuant to the foregoing sentence and any other sums thereafter accruing as they become due under this Lease during the period from the date of such notice of termination of possession to the stated end of the Term. In any such case, Landlord shall make reasonable attempts to relet the Premises or any part thereof for the account of Tenant for such rent, for such time (which may be for a term extending beyond the Term of this Lease) and upon such terms as Landlord, in Landlord’s sole discretion, shall determine. Landlord shall not be required to accept any tenant offered by Tenant but shall not be unreasonable in rejecting any substitute tenant offered. Also, in any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable, and in connection therewith Landlord may change the locks to the Premises, and Tenant shall upon written demand pay the cost thereof together with Landlord’s expenses of reletting. Landlord may collect the rents from any such reletting and apply the same first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting and second to the payment of Rent herein provided to be paid by Tenant, and any excess or residue shall operate only as an offsetting credit against the amount of consideration Rent due and owing or paid by as a result of acceleration or as the Purchaser same thereafter becomes due and payable hereunder, but the use of such offsetting credit to reduce the Vendors till then alongwith accrued interest as aforesaidamount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely; provided that in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess of the aggregate sum (including Base Rent and Additional Rent) which would have been paid by Tenant for the period for which the credit to Tenant is being determined, had no Event of Default occurred. No such re-entry, repossession, repairs, alterations, additions or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord’s part to terminate this Lease, unless a written notice of such intention is given to Tenant, or shall operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, and Landlord may, at any time and from time to time, xxx and recover judgment for any deficiencies from time to time remaining after the application from time to time of the proceeds of any such reletting. F. In the event of the termination of this Lease by Landlord as provided for by subparagraph (i) of Section 20B, Landlord shall be entitled to recover from Tenant all the fixed dollar amounts of Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or in respect of which Tenant has agreed to indemnify Landlord under any of the provisions of this Lease, which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorney’s fees incurred by Landlord in the enforcement of its rights and remedies hereunder and in addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (i) the unamortized cost of leasehold improvements, additions, alterations, if any, paid for by Landlord pursuant to this Lease and any work letter attached hereto, (ii) the aggregate sum which at the time of such termination represents the excess, if any, of the present value on the aggregate rents at the same annual rate for the remainder of the Term as then in effect pursuant to the applicable provisions of Sections 2 and 3 of this Lease, over the then present value of the then aggregate fair rental value of the Premises for the balance of the Term, such present value to be computed in each case on the basis of three percent (3%) per annum discount from the respective dates upon which such rentals would have been payable hereunder had this Lease not been terminated, and (iii) any damage in addition thereto, including reasonable attorneys’ fees and court costs, which Landlord shall have sustained by reason of the breach of any of the covenants of this lease other than for the payment of rent. G. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or by law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord for all expenses incurred by Landlord in such removal and for reasonable storage charges for such property so long as the same shall be in Landlord’s possession or under Landlord’s control. All such property not removed from the Premises or retaken from storage by Tenant at the end of the Term, however terminated, shall, at Landlord’s option, be conclusively deemed to have been conveyed by Tenant to Landlord as by xxxx of sale, without further payment or credit by Landlord to Tenant. H. Tenant shall pay all of Landlord’s costs, charges and expenses, including without limitation court costs and reasonable attorney’s fees, incurred in enforcing Tenant’s obligations under this Lease or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned. I. The provisions of this Section 20 shall survive termination of this Lease.

Defaults. 8.1 The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one of the Vendors hereunder. The Vendors shall have following which continues beyond the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment expiration of the consideration mentioned herein or in observing his covenants herein within time then in such event, applicable notice and cure period under this agreement Agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period constitute an event of default by the Purchaser.FCAR under this Agreement: 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing (a) Failure to comply with all his obligations hereunder any of the material terms and the Vendors fail to construct the said Unit conditions of this Agreement within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 times herein specified. (sixb) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-FCAR shall: (i) become insolvent; or (ii) admit in writing its inability to pay debts as they mature; or (iii) make a general assignment for the Purchaser benefit of creditors or to an agent authorized to liquidate any such amount of its property; or (iv) be adjudicated bankrupt; or (v) be in violation of applicable building codes, electrical codes, plumbing codes, property maintenance codes, sign regulations, and zoning codes without variance therefrom. (c) Upon an occurrence of default as set forth in Subsection 8.1 (a) and (b)(v), the City shall provide written notice to FCAR specifying the default. Upon receipt of the notice of default, FCAR shall have thirty (30) days after receipt of the option either notice of default to claim interest @9% per annum cure the default, if it can be reasonably cured within thirty (30) days, or FCAR must begin curing the default and complete curing the default within a reasonable time thereafter if the default cannot be cured within thirty (30) days. (d) If a default is not cured within the time periods provided herein, the City may terminate this Agreement, and in that event, the City shall be relieved of any further obligations arising pursuant to this Agreement, and FCAR shall be released from its obligations arising out of this Agreement and the Vendors on the amount of consideration paid by the Purchaser City’s sole remedy following such termination shall be recovery from FCAR for any accrued or other payment(s) which may have been made to the Vendors till then arising from FCAR hereunder between the date of expiry of the period of construction default and the extension thereof till the date of delivery termination of possession this Agreement and any sum for which the City may be entitled to reimbursements from FCAR under the terms of this Agreement. (e) Upon an event of default by FCAR as hereinabove set forth, any monies due or becoming due under this Agreement shall be reserved and held by the City until such time as the default is cured. If the alleged default can be cured by the payment or expenditure of money, FCAR may post a letter of credit or other collateral reasonably acceptable to the City Attorney and with a reputable financial institution, until the matter can be resolved, and the City shall continue to make payments to FCAR as set forth herein. If the default is not cured within the time set forth above, and this Agreement is terminated by the City, all money held by the City as provided herein may be retained by the City and used to cure the default, and any monies remaining after said cure shall be returned by the City to FCAR. 8.2 The City shall be considered to be in default if it shall fail to make complete and timely payments to FCAR on the terms provided herein or fail to comply with any other material term or provision of this Agreement. If such an event of default occurs, FCAR shall notify the City of the said Unit default in writing and allow thirty (30) days for the City to cure the Purchaser; or in default. The City’s failure to cure the alternative (ii) default within the time period specified shall permit FCAR to terminate this Agreement. FCAR shall not be deemed to have waived its right to recover the contract Tax Rebates and claim refund credits to which it is entitled under this Agreement and to seek the remedies of specific performance, costs, expenses and attorneys’ fees and the payment of unpaid Tax Rebates. 8.3 Any lawfully disputed amounts pursuant to this Section 8 shall be deposited in an escrow with a third party pending resolution of the amount of consideration paid dispute. The third party shall be agreed upon by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyCity and FCAR.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights Sublessee further agrees that any one or more of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors following events shall be allowed automatically considered Events of Default as said term is used herein, that is to say, if: A. Sublessee shall be adjudged an extension involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Sublessee asking reorganization of 6 Sublessee under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (six60) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising days from the date of expiry the entry or granting thereof, or B. Sublessee shall file, or admit the jurisdiction of the period of construction court and the extension thereof till material allegations contained in any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Sublessee shall institute any proceedings for relief of Sublessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Sublessee shall make assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Sublessee or any of the property of Sublessee; or D. Sublessee shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Sublessee shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of delivery entry or granting thereof; or G. Sublessee shall abandon the Premises during the Term hereof; or H. Sublessee shall default in any payment of possession Rent required to be made by Sublessee hereunder when due as herein provided and such default shall continue for three (3) days after notice thereof in writing to Sublessee; or I. Sublessee shall by, its act or omission to act, cause a default under the Lease and such default shall not be cured within the time, if any permitted for such cure under the Lease; or J. Sublessee shall default in any of the said Unit other covenants and agreements herein contained to the Purchaser; or be kept, observed and performed by Sublessee, and such default shall continue for ten (10) days after notice hereof in the alternative (ii) writing to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anySublessee.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser If Tenant: (i) fails to pay within five business (5) days of its due date any installment or other payment of Rent, or to keep in effect any insurance required to be maintained; or (ii) vacates or abandons the Premises, or (iii) becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary bankruptcy or an involuntary petition in bankruptcy is filed against Tenant which petition is not dismissed within sixty (60) days of its filing, or (iv) fails to perform or observe any of the other Ring Central, Inc. Lease 25 covenants, conditions or agreements contained herein on Tenant’s part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord; provided, that, if such performance is of a nature so as to require more than 30 days to cure, Tenant shall not be in default hereunder if Tenant shall have commenced such cure within the 30-day period and thereafter diligently and continuously prosecutes same to completion, (v) if the interest of Tenant shall be offered for sale or sold under execution or other legal process, or (vi) if Tenant makes any transfer, assignment, conveyance, sale, pledge, disposition of all or a substantial portion of Tenant’s property, then any such event or conduct shall constitute a “default” hereunder. If Tenant shall file a voluntary petition pursuant to the Vendors United States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the “Bankruptcy Code”), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant pursuant to the Bankruptcy Code and said petition is not dismissed within thirty (30) days after such filing, or if a receiver shall be appointed for its business or its assets and the period stipulated hereunder appointment of such receiver is not vacated within thirty (30) days after such appointment, or if it shall make an assignment for the period during which the Purchaser remains in default. This will be without prejudice to the other rights benefit of its creditors, then Landlord shall have all of the Vendors hereunder. The Vendors shall have rights provided for in the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment event of nonpayment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to Rent. If any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the alleged default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors Landlord hereunder occurs, Tenant shall give written notice to construct Landlord in the said Unit even within manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such extended period then and only in default. In addition, Tenant shall send notice of such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid default by the Purchaser certified or registered mail, postage prepaid, to the Vendors till then arising from the date holder of expiry any Mortgage whose address Tenant has been notified of the period in writing, and shall afford such Mortgage holder a reasonable opportunity to cure any alleged default on Landlord’s behalf. In no event will Landlord be responsible for any damages incurred by Tenant, including but not limited to, lost profits or interruption of construction and the extension thereof till the date business as a result of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid any alleged default by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyLandlord hereunder.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one or more of the Vendors hereunder. following events shall constitute a material default and breach of this Lease by Lessee: (a) The Vendors shall have vacating or abandonment of the discretion to waive and/or reduce the interest payable as aforesaidPremises by Lessee for three (3) consecutive months. 9.1 In case the Purchaser commits default in making (b) The failure by Lessee to make any payment of the consideration mentioned herein rent of any other payment required to be made by Lessee hereunder, as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or in observing his covenants herein within time then in such event, this agreement shall at the option perform any of the Vendors stand terminated and rescinded and the Vendors covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into continue for a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared such that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written more than thirty (30) days are reasonably required for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder writtenits cure, then the Vendors Lessee shall not be allowed automatically an extension of 6 deemed to be in default if Lessee commenced such cure within said thirty (six30) months whereof without being liable for any penalty or interest during such extended day period and in case of failure on the part of the Vendors thereafter diligently pursues such cure to construct the said Unit even within such extended period then and only in such event-completion. (i) The making by Lessee of any general assignment or general arrangement for the Purchaser shall benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the option either case of a petition filed against Lessee, the same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to claim take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest @9% per annum in this Lease, where possession is not restored to Lessee within ninety (90) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in interest of Lessee of any guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Vendors on the amount of consideration paid Premises for three (3) consecutive months. (g) The failure by the Purchaser Lessee to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of move into or take possession of the said Unit Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to the Purchaser; any other lease between (i) Lessor and Lessee, or in the alternative (ii) to terminate the contract any parent company or subsidiary company or affiliate or agent of Lessor and claim refund Lessee. (k) The assignment or other transfer by Lessee of substantially all of the amount of consideration paid by assets used in connection with the Purchaser to business conducted in the Vendors till then alongwith accrued interest as aforesaid, if anyPremises.

Defaults. The Purchaser If Lessee defaults in payment of rent, Lessee's share of Common Expenses, or in the performance of any of the conditions or covenants of this lease, or if any bankruptcy, insolvency or similar proceeding is filed by or against the Lessee, or if Lessee abandons the Premises or ceases business operations therein for more than 15 days (unless in connection with restoration after casualty loss) Lessor lawfully may, in addition to any other remedies available in law or in equity, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises and repossess the same as of its former estate, and expel Lessee and those claiming through or under it and remove its or their effects (forcibly, if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears or rent or preceding breach of covenant, and upon entry as aforesaid this Lease shall terminate; and Lessee covenants and agrees, notwithstanding any entry or re-entry by Lessor whether by summary proceedings, termination or otherwise, to pay interest @18% per annum and be liable for, on all sums becoming the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as would, under the terms o this Lease, become due hereunder if this Lease had not been terminated or if Lessor had not entered or re-entered as aforesaid, and which whether the Purchaser fails to Premises be relet or remain vacant in whole or in part or for a period less than the exceeding amount of any deficiency then existing, or at the election of Lessor, Lessee will upon such termination pay to the Vendors within Lessor as damages such a sum as at the period stipulated hereunder time of such termination represents the difference between the then rental value of the Premises for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale remainder of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder term and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period rent and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyother payments named herein.

Defaults. The Purchaser If Tenant, or Tenant’s successors or assigns, mortgage this Lease in compliance with the provisions of this Article 20, then so long as any such mortgage shall pay interest @18% per annum remain unsatisfied of record, the following provisions shall apply: (a) Tenant shall immediately provide Landlord with written notice that a Leasehold Mortgage has been filed, along with the name, facsimile, contact person, e-mail address, and address of the Leasehold Mortgagee. Tenant shall promptly give Landlord written notice of any change in any Leasehold Mortgagee and shall ensure that Landlord has current contact information for such Leasehold Mortgagee at all times. Landlord, upon serving any notice of default on all sums becoming due hereunder Tenant pursuant to Article 24 or any other notice under the provisions of this Lease, shall also serve a copy of such notice upon Leasehold Mortgagee, at the address provided to Landlord in writing by Tenant and which the Purchaser fails no notice shall be deemed to pay have been duly given as to the Vendors within Leasehold Mortgagee unless and until a copy thereof has been so served upon the period stipulated hereunder for the period during which the Purchaser remains Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in default. This will be without prejudice any way affect or become a condition precedent to the effectiveness of any notice given or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving Leasehold Mortgagee notice and opportunity to cure. Any notice or other rights of the Vendors hereunder. The Vendors communication which Leasehold Mortgagee desires or is required to give to or serve upon Landlord shall be deemed to have been duly given or served if sent in accordance with Article 27.2. (b) Any Leasehold Mortgagee, in case Tenant is in default under this Lease, shall have the discretion right to waive and/or reduce remedy such default (or cause the interest payable same to be remedied) within the same period provided to Tenant hereunder and otherwise as aforesaidherein provided, and Landlord shall accept such performance by or at the instance of Leasehold Mortgagee as if the same had been made by Tenant. 9.1 In case (c) For the Purchaser commits default purposes of this Article 20, no Event of Default shall be deemed to exist under Article 24 in making respect of the performance of work required to be performed, or of acts to be done, or of conditions to be remedied, if steps shall, in good faith, have been commenced by Leasehold Mortgagee within the time permitted therefor to rectify the same and shall be prosecuted to completion with diligence and continuity and within the time periods provided therefor in Article 24. (d) Notwithstanding anything in this Lease to the contrary, upon the occurrence of an Event of Default other than an Event of Default which can be cured by the payment of money (the consideration mentioned herein “Monetary Default”), Landlord shall take no action to effect a termination of this Lease without first giving Leasehold Mortgagee at least thirty (30) days written notice of its intent to terminate if Tenant’s default is of any type other than a Monetary Default (a “Non-Monetary Default”), and Leasehold Mortgagee fails to cure such Non-Monetary Default within said thirty (30) day period. If such Non-Monetary Default cannot reasonably be cured within said thirty (30) day period (or in observing his covenants herein within time then in is such event, this agreement shall at the option that possession of the Vendors stand terminated and rescinded and Leased Premises is necessary to remedy the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyersNon-Monetary Default), the Vendors date for termination shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove be extended for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing time as may be reasonably required to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Partremedy such Non-III of the Third Schedule hereunder writtenMonetary Default, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then if and only in such event- if (i) subject to Article 20.4, within thirty (30) days of Landlord’s notice of its intent to terminate the Purchaser Lease, Leasehold Mortgagee irrevocably agrees in writing to assume Tenant’s obligations under the Lease following Leasehold Mortgagee’s obtaining possession of the Leased Premises, (ii) Leasehold Mortgagee shall have fully cured any default in the option either payment of any monetary obligations of Tenant under this Lease within five (5) business days after its receipt of notice of Landlord’s intent to claim interest @9% per annum from terminate, and shall continue to pay currently such monetary obligations as and when the Vendors on the amount of consideration paid by the Purchaser same are due, subject to the Vendors till then arising from the date of expiry of the period of construction applicable notice and the extension thereof till the date of delivery cure provisions provided in this Lease, and (iii) Leasehold Mortgagee continues its good faith and diligent efforts to remedy such Non-Monetary Default (including its acquisition of possession of the said Unit Leased Premises if necessary to cure such Default); provided, however, that Leasehold Mortgagee shall not be obligated to pursue the Purchaser; or in the alternative (ii) to terminate the contract and claim refund cure of any Non-Monetary Default until it has obtained possession of the amount Leased Premises if, but only if, (x) Leasehold Mortgagee fully complies with the obligation to cure any Monetary Default of consideration paid by Tenant and to keep current all monetary obligations under this Lease as provided in, and within the Purchaser time set forth in, subclause (d)(i) above, and (y) Leasehold Mortgagee is diligently and continuously pursuing such actions as are necessary to enable it to obtain possession of the Vendors till then alongwith accrued interest as aforesaid, if anyLeased Premises at the earliest possible date.

Defaults. The Purchaser Any of the following shall constitute a "Default" under this Sublease: A. Subtenant shall fail to pay interest @18% per annum on all sums becoming any installment of Rent when the same shall be due and payable, and such failure shall continue for a period of ten (10) days after receipt by Subtenant of written notice thereof from Sublandlord; or B. If Subtenant shall fail to maintain the insurance coverage required by this Sublease or Subtenant shall fail to timely deliver a copy of any certificate of insurance required hereunder and which such default shall continue for a period of ten business (10) days after written notice is given by Sublandlord to Subtenant specifying such default; or default shall be made with respect to any assignment of this Sublease or subletting of the Purchaser fails Demised Premises as provided in Article IX hereof; or default shall be made with respect to pay Subtenant's obligation to make certifications as provided in Article XVI hereof(such notice provided herein constituting a second notice in addition to that provided for in Article XVI); or C. Subtenant shall fail to perform any of the Vendors other covenants, conditions and agreements herein contained on Subtenant's part to be performed and such failure shall continue for a period of thirty (30) days after receipt by Subtenant of notice in writing from Sublandlord specifying in detail the nature of such failure, except that if within the thirty (30) day period stipulated hereunder for Subtenant commences and thereafter proceeds diligently to remedy the violation or failure within a reasonable period during which of time, Subtenant shall not be in default hereunder. D. Subtenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Purchaser remains present or any future federal bankruptcy act or any other present or future applicable federal, state or other stature or law, or shall seek or consent to or acquiesce in default. This will be without prejudice to the other rights appointment of any trustee, receiver or liquidator of Subtenant or of all or any substantial part of its properties or of the Vendors hereunder. The Vendors Demised Premises; or E. If within sixty (60) days after the commencement of any proceeding against Subtenant seeking any reorganization, arrangement composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the discretion to waive and/or reduce appointment, without the interest payable as aforesaidconsent or acquiescence of Subtenant of any trustee, receiver or liquidator of Subtenant, or of all or any substantial part of its properties or of the Demised Premises, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated. 9.1 In case the Purchaser commits default in making payment F. The abandonment of the consideration mentioned herein or in observing his covenants herein within Demised Premises by Subtenant at any time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of following delivery of possession of the said Unit Demised Premises to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anySubtenant.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which If You breach any of the Purchaser fails terms of this Contract, We will be entitled to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in defaultserve You with a Default Notice. This will not affect any of Our other rights, either under this Contract or by law. If We serve You with a Default Notice which relates to a default which can be without prejudice put right, the Default Notice will tell You what We consider the default to be and the timescale in which We expect You to put things right. You will be entitled to apply clauses 19.1 and 19.2 to Us but if the default involves Us failing to pay You the Charges on time, You must allow Us a minimum of 30 Working Days to rectify the position and pay the Charges. If there is any disagreement between us as to whether there has been a default, or about the action that needs to be taken or the timescale within which the action is to be taken, either of us can refer the matter for resolution, in accordance with clause 23. If either of us fails to put right a default within the timescale set out in any Default Notice we will each be entitled to end this Contract immediately by giving notice in writing. Either of us will be entitled to give the other rights party notice ending this Contract immediately if: a) being an individual, either of us is declared bankrupt, or a bankruptcy petition is filed against one of us at court, or if either of us tries to make an arrangement for the benefit of creditors; b) either of us is a corporate organisation and: has a receiver, administrative receiver or liquidator appointed; a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; a shareholders’ meeting is convened for the purpose of considering a winding-up resolution or a winding-up resolution is passed; a winding-up petition is presented or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened; an application is made for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; is or becomes insolvent; being a “small company” within the meaning of Section 247(3) of the Vendors hereunder. The Vendors shall have the discretion Companies Act 1985, a moratorium comes into force pursuant to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment Schedule A1 of the consideration mentioned herein Insolvency Act 1986; or any event similar to those listed in observing his covenants herein within time then this clause 20.1(a) or (b) occurs; c) either of us commits or causes anyone else to commit any criminal offence in such eventproviding the Goods or Services (except for any minor offence or minor traffic offence); or d) in relation to any Contract either of us, this agreement shall at or any person employed by either of us or acting on our behalf, commits an offence under the option Prevention of Corruption Acts 1889-1916, the Bribery Act 2010 or gives any fee or reward to anyone which is an offence under section 117(2) of the Vendors stand terminated and rescinded and the Vendors shall become Local Government Act 1972. We will be entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid end this Contract by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder giving You written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising notice effective from the date specified in Our notice if You commit a material default that in Our reasonable opinion cannot be remedied or that You have not remedied to Our reasonable satisfaction within 20 Working Days or within any other timeframe specified in Our Default Notice. We will be entitled to end this Contract by giving one month’s notice if, following a Service Review, the Service does not meet the standards set out in the Purchase Order or Specification (as applicable). We may end all or part of expiry this Contract for any reason by giving You at least one month’s notice in writing. If all or part of this Contract is ended, whether under clause 19 or this clause 20, clause 20.6 will apply. When this Contract ends, You must give Us all the information, files, records and documents which We give You under this Contract or which You produced while carrying out Your responsibilities under this Contract. You must not keep any copies of the period of construction and the extension thereof till the date of delivery of possession of the said Unit information referred to the Purchaserin clause 20.6 unless We give You permission or You have to do so by law. You must get Our permission in writing if You want to: a) transfer Your rights in this Contract to any other person; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.or

Defaults. The Purchaser A. If Sellers shall pay interest @18% per annum on all sums becoming due tender the Deeds in compliance with the Sellers' obligations hereunder, and Buyer shall fail or refuse to close title hereunder and which as required by the Purchaser fails terms of this Agreement, then the Escrow Agent shall deliver the Deposit to pay Sellers (pro rata in proportion to the Vendors within allocation of the period stipulated hereunder for Purchase Price set forth in Paragraph 2(C)), and the period during which Sellers shall be entitled to retain the Purchaser remains in default. This will be without prejudice Deposit, free of any claim thereto of Buyer, as liquidated damages, as their sole and exclusive remedy hereunder, and neither party shall have any further rights or obligations to the other rights hereunder (other than those obligations which expressly survive the closing or termination hereof). In connection with the foregoing, the parties recognize that Sellers will incur expense in connection with the transaction contemplated by this Agreement and that the Property will be removed from the market; further, that it is extremely difficult and impracticable to ascertain the extent of detriment to Sellers caused by the breach by Buyer under this Agreement and the failure of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment consummation of the consideration mentioned herein transaction contemplated by this Agreement or in observing his covenants herein within time then in such event, this agreement shall at the option amount of compensation Sellers should receive as a result of Buyer's breach or default. In the Vendors stand terminated and rescinded and event the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit Property shall not be consummated on account of Buyer's default, then the retention of the Deposit shall be Sellers' sole and exclusive remedy under this Agreement by reason of such default. B. If the transaction herein provided shall not be closed by reason of Sellers' default under this Agreement or the failure to satisfy the conditions set forth in this Agreement or the termination of this Agreement in accordance with the terms hereof, then the Deposit shall be returned to Buyer, and neither party shall have any new buyer further obligation or buyers, the Vendors shall refund liability to the Purchaser other; provided, however, if the xxxxxxx money paid transaction hereunder shall fail to close solely by the Purchaser to the Vendors after deduction reason of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of material or wilful default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his Sellers, Buyer shall have fully performed its obligations hereunder and shall be ready, willing and able to close, then Buyer shall be entitled to specifically enforce this Agreement; and provided further however, if Sellers shall willfully take actions so as to attempt to prevent the Vendors fail availability of a specific performance to construct the said Unit within the period stipulated Buyer, then Buyer shall, at its option, in Part-III lieu of specific performance, be entitled to a return of the Third Schedule Deposit and reimbursement of its actual out-of-pocket costs paid to third parties in connection with the transactions hereunder written(such reimbursement not to exceed $50,000 in the aggregate). Except as set forth above, then the Vendors no other actions, for damages or otherwise, shall be allowed automatically an extension permitted in connection with any default by Sellers. Notwithstanding anything to the contrary contained herein, if the closing of 6 the transaction hereunder shall have occurred (sixand Buyer shall not have waived, relinquished or released any applicable rights in further limitation), the aggregate liability of Sellers arising to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) months whereof of Sellers under this Agreement (or any document executed or delivered in connection herewith) shall not exceed $2,000,000.00, which amount shall be maintained by Sellers in Sellers' names until November 15, 1998, at which time, if no claim has been asserted by Buyer against Sellers, Sellers may distribute such funds. If a claim has been timely made such funds (up to the amount that might be necessary to satisfy such claim) shall continue to be held by Sellers until resolution of the claim. C. The liability of Sellers hereunder for damages or otherwise shall be limited to Sellers' interest in the Property including, without being liable limitation, the proceeds of any insurance policies covering or relating to the Property, any awards payable in connection with any condemnation of the Property or any part thereof, and any other rights, privileges, licenses, claims, causes of actions or other interests, sums or receivables appurtenant to the Property. Sellers shall have no personal liability beyond Sellers' interest in the Property, and no other property or assets of Sellers shall be subject to levy, execution or other enforcement procedure for the satisfaction of Buyer's claims. In no event shall Sellers' officers, partners, trustees, directors, agents, employees or shareholders have personal liability in connection with the transactions hereunder or otherwise. No constituent partner in or agent of Sellers, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any corporation or trust that is or becomes a constituent partner in Sellers (including, but not limited to, JMB Realty Corporation or London & Leeds Development Corporation or any affiliates thereof) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Sellers' interest in the Property for payment of any claim or for any penalty performance, and Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent partner in Sellers, nor any obligation of any constituent partner in Sellers to restore a negative capital account or interest during such extended period to contribute capital to Sellers (or any constituent partner of Sellers), shall at any time be deemed to be the property or an asset of Sellers or any constituent partner thereof, and in case neither Buyer nor any of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser its successors or assigns shall have the option either any right to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser collect, enforce or proceed against or with respect to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit any such negative capital account or partner's obligation to the Purchaser; restore or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anycontribute.

Defaults. The Purchaser occurrence of any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute an “Event of Default”: (a) The Borrower shall fail to pay any interest with respect to the Vendors Revolving Loans or the Term Loans or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Loans or the Term Loans in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period stipulated of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which the Purchaser remains in default. This will be without prejudice to the other rights execution of the Vendors hereunder. The Vendors same shall have been stayed, appeal therefrom and cause the discretion execution thereof to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest stayed during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-appeal. (i) At any time after a Change in Control, the Purchaser shall have the option either Borrower fails to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry maintain at least one of the period following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or better) by Standard & Poor’s Ratings Service, a Division of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; The XxXxxx-Xxxx Companies, Inc., or in the alternative (iib) to terminate the contract and claim refund of the amount of consideration paid Baa3 (or better) by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidXxxxx’x Investors Service, if any.Inc.

Defaults. The Purchaser 12.1 In the event that (i) Lessee shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails fail to pay the Base Rent or any other Amount Due for more than ten (10) days after its due date, or (ii) Lessee shall fail to comply with any of the Vendors within terms, covenants, conditions, or agreements herein contained or any of the period stipulated hereunder rules and regulations now or hereafter established for the period during which the Purchaser remains in default. This will be without prejudice to the other rights government of the Vendors hereunder. The Vendors Building and such failure to comply continues for thirty (30) days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall fail for more than thirty (30) days after written notice thereof from Lessor to Lessee to comply (or fail to diligently pursue within thirty (30) days compliance which cannot reasonably be completed with such thirty (30) day period and within sixty (60) days comply with) with any term, provision, condition or covenant of any other agreement between Lessor and Lessee; then Lessor shall have the discretion option, but not the obligation, to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment do any one or more of the consideration mentioned herein following in addition to, and not in limitation of, any other remedy permitted by law, in equity or by this Lease: 12.1.1 Terminate this Lease, in observing his covenants herein within time then in such event, this agreement which event Lessee shall at surrender the option Premises to Lessor immediately upon expiration of ten (10) days from the date of the Vendors stand terminated and rescinded and service upon Lessee of written notice to that effect, without any further notice or demand. In the Vendors event Lessor shall become entitled to enjoy and/or transfer the said Unit possession of the Premises by any termination of this Lease herein provided, and Lessee shall refuse to any person surrender or deliver up possession of the Premises after the service of such notice, then Lessor may, without in any way becoming liable to the Purchaser further notice or demand, enter into and upon the Vendors having entered into a contract for sale Premises, or any part thereof, and take possession of and repossess the said Unit with any new buyer or buyersPremises as Lessor's former estate, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction and expel, remove, and put out of a sum equivalent to 25% (twenty-five percent) thereof possession Lessee and its effects, using such help, assistance and force in so doing as may be needful and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such eventproper, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for prosecution or damages therefor, and without prejudice to any penalty remedy allowed by law available in such cases. Lessee shall indemnify Lessor for all loss, cost, expense, and damage which Lessor may suffer by reason of the termination, whether through inability to relet the Premises, or through decrease in rent or otherwise. In the event of such termination, Lessor may, at its option, recover forthwith as damages a sum of money equal to the total of (a) the cost of recovering the Premises (including, without limitation, attorneys' fees and cost of suit), (b) the unpaid rent earned at the time of termination, plus late charges and interest thereon at the rate specified in paragraph 2.2 hereof, (c) the present value (discounted at the rate of 8% per annum) of the balance of the rent for the remainder of the Lease Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period, and (d) any other sum of money and damages owed by Lessee to Lessor. 12.1.2 Without terminating this Lease, retake possession of the Premises and rent the Premises, or any part thereof, for such term or terms and for such rent and upon such conditions as Lessor may, in its sole discretion, think best, making such changes, improvements, alterations, and repairs to the Premises as may be required. All rent received by Lessor from any reletting shall be applied first to the payment of any indebtedness other than rent due hereunder from Lessee; second, to the payment of any costs and expenses of the reletting, including but not limited to brokerage fees, attorneys' fees and costs of such changes, improvements, alterations, and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Lessor and applied in payment of future rent or damage as they may become due and payable hereunder. If the rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on demand. 12.1.3 Correct or cure the default and recover any amount expended in so doing, together with interest thereon until paid. 12.1.4 Recover any and all costs incurred by Lessor resulting directly, indirectly, proximately, or remotely from the default, including but not limited to reasonable attorneys' fees. 12.2 In addition to any other rights which Lessor may have, Lessor, in person or by agent, may enter upon the Premises and take possession of all or any part of Lessee's property in the Premises, and may sell all or any part of such extended period property at a public or private sale, in one or successive sales, with or without notice, to the highest bidder for cash, and, on behalf of Lessee, sell and in case of failure on the convey all or part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser property to the Vendors till then arising from highest bidder, delivering to the date highest bidder all of expiry Lessee's title and interest in the property sold to him. The proceeds of the period of construction and the extension thereof till the date of delivery of possession sale of the said Unit to property shall be applied by Lessor toward the Purchaser; or in the alternative (ii) to terminate the contract reasonable costs and claim refund expenses of the amount sale, including, without limitation, attorneys' fees, and then toward the payment of consideration all sums then due by Lessee to Lessor under the terms of this Lease. Any excess remaining shall be paid to Lessee or any other person entitled thereto by law. Such sale shall bar Lessee's right of redemption. 12.3 In the Purchaser event of a default or threatened default under this Lease by Lessee, Lessor shall be entitled to the Vendors till then alongwith accrued interest as aforesaidall equitable remedies, if anyincluding, without limitation, injunction and specific performance.

Defaults. The Purchaser Tenant shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser be in material default under this Lease: (a) If Tenant fails to pay Rent or any other charge within five (5) business days after notice that such amount is past due; (b) If Tenant fails to the Vendors perform any of Tenant’s non-monetary obligations under this Lease for a period of thirty (30) days after written notice from Landlord; provided that if more than thirty (30) days are required to complete such performance, Tenant shall not be in default if Tenant commences such performance within the thirty (30) day period stipulated hereunder for the period during which the Purchaser remains in defaultand thereafter diligently pursues its completion. This will However, Landlord shall not be without prejudice required to the other rights give such notice if Tenant’s failure to perform constitutes a non-curable breach of the Vendors hereunderthis Lease. The Vendors shall have the discretion notice required by this Section 10.02(c) is intended to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default satisfy any and all notice requirements imposed by law on Landlord and is not in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit addition to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagessuch requirement. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) if Tenant makes a general assignment or general arrangement for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) if a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant and is not dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed to terminate take possession of substantially all of Tenant’s assets located at the contract Premises or of Tenant’s interest in n this Lease and claim refund possession is not restored to Tenant within thirty (30) days; or (iv) if substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30) days. If a court of competent jurisdiction determines that any of the amount of consideration paid by acts described in this subparagraph (d) are not a default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the Purchaser to the Vendors till then alongwith accrued interest as aforesaidexcess, if any, of the rent (or any other consideration) paid in connection with such assignment or sublease over the rent payable by Tenant under this Lease.

Defaults. 14.1 If Closing does not take place because of Buyer’s default, the Deposit shall be retained by Seller as agreed upon liquidated damages as Seller’s sole remedy for such default, and thereupon this Agreement shall be null and void and of no further force or effect whatsoever (except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8). The Purchaser parties hereto expressly agree that Seller’s actual damages in the event of a default by Buyer would be extremely difficult or impractical to ascertain and that the amount of the Deposit represents the parties’ reasonable estimate of such damages. 14.2 If Closing does not occur due to Seller’s willful default and refusal to close despite Buyer’s willingness to do so (such willingness includes waiver by Buyer of any uncured title objection properly made by Buyer under Section 6.1 or material breach of representation or warranty by Seller) (such willful default and refusal being hereinafter referred to as a “Seller Default”), then Buyer, as its sole and exclusive right and remedy as a result of such Seller Default, may elect to either (i) cancel this Agreement, in which event the Deposit shall pay interest @18% per annum be returned to Buyer, Seller shall be liable for any title and survey costs theretofore incurred by Buyer, and thereupon no party shall have any further right or obligation hereunder (except that Buyer shall remain liable on all sums becoming its obligations under Sections 4.2 and 15.8), or (ii) Buyer may enforce specific performance of this Agreement without any reduction or abatement of the Purchase Price, provided that, in the event that specific performance is not available due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights nature of the Vendors Seller Default (e.g., Seller has sold the Shopping Center to a bona fide third party for value), then, Buyer shall be entitled to damages from Seller (and may pursue and action therefor in a court of competent jurisdiction) in an amount equal to all of its third party, out of pocket costs and expenses incurred with respect the transaction contemplated hereunder. The Vendors shall have , such amount not to exceed, in any event, the discretion to waive and/or reduce the interest payable as aforesaidsum of $50,000. 9.1 In case the Purchaser commits 14.3 If Closing should not occur for any reason whatsoever other than a default in making payment by Buyer or a Seller Default (including without limitation by reason of the consideration mentioned herein a material breach of representation or in observing his covenants herein within time warranty of Seller or an uncured title objection properly made by Buyer under Section 6.1, or a failure to deliver any tenant estoppel required hereunder) which Buyer is not willing to waive, then in such event, event this agreement Agreement shall at the option of the Vendors stand terminated be and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyersbe deemed cancelled, the Vendors Deposit shall refund be returned to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as Buyer, and thereupon Buyer shall have no other right, by way of pre-determined compensation/liquidated damagesdamages or otherwise, against Seller notwithstanding the existence of any failure or breach of representation, warranty, covenant, title, provision of estoppel or other Closing condition (provided that Buyer will remain liable on its obligations under Sections 4.2 and 15.8). 9.2 In case 14.4 Notwithstanding anything to the Vendors condones contrary contained in this Agreement, in the default event of any litigation between Buyer and Seller arising from or relating to this Agreement, the prevailing party, in addition to and not in limitation of any other rights and remedies, shall be entitled to receive immediate payment of its reasonable attorneys fees, expenses and court costs from the other party. 14.5 Notwithstanding anything herein contained to the contrary, in the event of a breach of any of the Purchaser then warranties and representations of Seller set forth in such Section 10 hereunder, which breach is not discovered or known to Buyer until after Closing, Seller shall indemnify, defend and hold Buyer harmless of and from any and all loss, cost, damage, liability and expense, including, but not limited to reasonable and actual attorneys’ fees and costs, incurred on account thereof; provided that, in no event shall Seller be liable pursuant to the foregoing for an amount exceeding $500,000 and in no event shall Buyer bring an action for any claim thereon unless it has suffered, in the aggregate, damages exceeding $10,000. In all event, the Purchaser shall, alongwith any such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors claim shall be allowed automatically an extension of 6 made to Seller on or before the date six (six6) months whereof without being liable for any penalty or interest during such extended period from and in case after Closing, failing of failure on which, the part of the Vendors to construct the said Unit even within such extended period then same shall thereafter be forever barred, waived and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anydeemed released.

Defaults. 14.1 If Closing does not take place because of Buyer’s default the Deposit shall be retained by Seller as agreed upon liquidated damages as Seller’s sole remedy for such default, and thereupon this Agreement shall be null and void and of no further force or effect whatsoever (except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8). The Purchaser parties hereto expressly agree that Seller’s actual damages in the event of a default by Buyer would be extremely difficult or impractical to ascertain and that the amount of the Deposit represents the parties’ reasonable estimate of such damages. 14.2 If Closing does not occur due to Seller’s willful default and refusal to close despite Buyer’s willingness to do so (such willingness includes waiver by Buyer of any uncured title objection properly made by Buyer under Section 6.1 or material breach of representation or warranty by Seller) (such willful default and refusal being hereinafter referred to as a “Seller Default”), then Buyer, as its sole and exclusive right and remedy as a result of such Seller Default, may elect to either (i) cancel this Agreement, in which event the Deposit shall pay interest @18% per annum be returned to Buyer, Seller shall be liable for any title and survey costs, as well as environmental site assessment, appraisal and legal fees theretofore incurred by Buyer (however Seller shall not be obligated to reimburse Buyer more than Twenty-Five Thousand Dollars ($25,000.00) in the aggregate for such environmental site assessment, appraisal and legal fees), and thereupon no party shall have any further right or obligation hereunder (except that Buyer shall remain liable on all sums becoming due hereunder its obligations under Sections 4.2 and which 15.8), or (ii) Buyer may enforce specific performance of this Agreement without any reduction or abatement of the Purchaser fails Purchase Price, together with the right of Buyer to pay collect its reasonable attorney’s fees and costs of suit, subject to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice limitation on Landlord’s reimbursement of same described above. 14.3 Subject to the provisions of Article 14.1 and 14.2 above, if Closing should not occur for any reason whatsoever other rights than a default by Buyer or a Seller Default (including without limitation by reason of the Vendors a material breach of representation or warranty of Seller or an uncured title objection properly made by Buyer under Section 6.1, or a failure to deliver any tenant estoppel required hereunder. The Vendors shall have the discretion ) which Buyer is not willing to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time waive, then in such event, event this agreement Agreement shall at the option of the Vendors stand terminated be and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyersbe deemed cancelled, the Vendors Deposit shall refund be returned to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as Buyer, and thereupon Buyer shall have no other right, by way of pre-determined compensation/liquidated damagesdamages or otherwise, against Seller notwithstanding the existence of any failure or breach of representation, warranty, covenant, title, provision of estoppel or other Closing condition (provided that Buyer will remain liable on its obligations under Sections 4.2 and 15.8). 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one or more of the Vendors following events shall constitute a "Default" hereunder. The Vendors : (a) Any Borrower shall have the discretion fail to waive and/or reduce the pay, when due, any principal, interest or any other sum payable as aforesaidhereunder, under either Replacement Note, any Debenture, any other Settlement Document or any Surviving Document (whether upon maturity thereof, upon any installment payment date, upon any mandatory prepayment date, upon acceleration or otherwise). 9.1 In case the Purchaser commits default in making payment (b) Any representation or warranty of the consideration mentioned any Borrower made herein or in observing his covenants herein within time then any other Settlement Document shall prove to have been incorrect in such event, this agreement shall at the option any material respect on or as of the Vendors stand terminated date made or deemed to have been made. (c) Any Borrower shall fail to observe, satisfy or perform any other term, covenant or agreement contained in this Agreement, in any other Settlement Documents or in any Surviving Document, and rescinded and the Vendors such failure shall become entitled to enjoy and/or transfer the said Unit continue unremedied for any grace period applicable thereto. (d) Any Borrower shall default beyond any applicable grace period with respect to any person indebtedness or contingent obligations owing by such Borrower to any Lender or any third party, including, without limitation, CIT, and involving an amount in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale such case of the said Unit with any new buyer $25,000 or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagesmore. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser (e) Any Operating Borrower (other than WEI) shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- : (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser apply for or consent to the Vendors till then arising from the date appointment of expiry a receiver, trustee or liquidator of the period such Borrower or any of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasersuch Borrower's property or assets; or in the alternative (ii) be unable, or admit in writing such Borrower's inability, generally to terminate pay such Borrower's debts as they mature; (iii) make a general assignment for the contract benefit of creditors; (iv) file a voluntary petition of bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any law or statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and claim refund effect or (v) any action shall be commenced seeking an order for relief against any Operating Borrower, or seeking reorganization, arrangement or composition of such Borrower or such Borrower's debts under any law or statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and effect. (f) The issuance of any attachment or garnishment against any Borrower as the amount debtor, which is not discharged within thirty (30) days thereafter. (g) One or more judgments or decrees in excess of consideration paid by $50,000 in any such case shall be entered against any Operating Borrower (other than WEI) and shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the Purchaser entry thereof. (h) Any Borrower shall revoke or attempt to the Vendors till then alongwith accrued interest as aforesaid, if anyrevoke any Settlement Document or any Surviving Document.

Defaults. The If Seller fails to comply with or perform any of its covenants, agreements and obligations under this Agreement, then, at Purchaser’s option: (i) Purchaser will be entitled to terminate this Agreement and receive an immediate refund of all Xxxxxxx Money as its sole option (except as hereafter provided), or (ii) enforce Seller’s obligations to convey the Property by delivering written notice to Seller within forty-five (45) days after the scheduled Closing which describes such default and states Purchaser’s election to enforce specific performance and actually filing suit within ninety (90) days following the expiration of such forty-five (45) day period. Notwithstanding anything herein to the contrary, if Purchaser elects to terminate this Agreement as the result of a default by Seller, Seller shall pay interest @18% per annum on all sums becoming reimburse Purchaser up to One Hundred Thousand and 00/100 Dollars ($100,000) for the out-of-pocket costs and expenses incurred by Purchaser in connection with this transaction including Purchaser’s due hereunder diligence investigation of the Property and which the legal fees and expenses of and court and other costs and expenses of preparing, negotiating and enforcing this Agreement. If Purchaser fails to pay purchase the Property in accordance with the terms of this Agreement, then Seller’s sole and exclusive remedy for the default will be to terminate this Agreement and to receive and retain the Xxxxxxx Money as full liquidated damages for Purchaser’s default. Seller and Purchaser acknowledge that it is impossible to more precisely estimate the damages to be suffered by Seller and that retention of the Xxxxxxx Money is not intended to be a penalty. Upon the termination, except as expressly provided in this Agreement to the Vendors within contrary, all rights and obligations created under this Agreement will terminate and be of no further force or effect. The provisions of this Section 14 will not limit Purchaser’s obligations under any indemnity set forth in this Agreement. If either Seller or Purchaser enforces the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to obligations of the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, under this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid Agreement by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder writteninstituting legal proceedings, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for non-prevailing party in any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid proceedings will pay all out-of-pocket expenses actually incurred by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction prevailing party, including court costs and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyreasonable attorneys’ fees.

Defaults. The Purchaser Tenant shall pay interest @18% per annum on all sums becoming due hereunder and which be in material default under this Lease: (a) If Tenant abandons the Purchaser Property or if Tenant’s vacation of the Property results in the cancellation of any insurance described in Section 4.5; (b) If Tenant fails to pay Base Rent and such failure continues for a period of ten (10) days after delivery of a written notice by Landlord to the Vendors Tenant demanding such payment; (c) If Tenant fails to pay any portion of Additional Rent which is not subject to a Good Faith Dispute, and such failure continues for a period of ten (10) days after delivery of a written notice By Landlord to Tenant demanding such payment. (d) If Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease for a period of thirty (30) days after written notice from Landlord, provided that if more than thirty (30) days are required to complete such performance, Tenant shall not be in default if Tenant commences such performance within the thirty (30) day period stipulated hereunder for the period during which the Purchaser remains in defaultand thereafter diligently pursues its completion. This will However, Landlord shall not be without prejudice required to the other rights give such notice if Tenant’s failure to perform constitutes a non-curable breach of the Vendors hereunderthis Lease. The Vendors shall have the discretion notice required by this subsection is intended to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default satisfy any and all notice requirements imposed by law on Landlord and is not in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit addition to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagessuch requirement. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) If Tenant makes a general assignment or general arrangement for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) if a petition for adjudication of bankruptcy or for reorganization or rearrangement is filed by or against Tenant and is not dismissed within sixty (60) days; (iii) if a trustee or receiver is appointed to terminate take possession of substantially all of Tenant’s assets located at the contract Property or of Tenant’s interest in this Lease and claim refund possession is not restored to Tenant within sixty (60) days; or (iv) if substantially all of Tenant’s assets located at the Property or of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within sixty (60) days. If a court of competent jurisdiction determines that any of the amount of consideration paid by acts described in this subsection (e) is not a default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the Purchaser to the Vendors till then alongwith accrued interest as aforesaidexcess, if any, of the rent (or any other consideration) paid in connection with such assignment or sublease over the rent payable by Tenant under this Lease.

Defaults. The (a) In the event Seller fails to comply with or perform any of the covenants, agreements and obligations to be performed by Seller under the terms and provisions of this Agreement, Purchaser shall pay interest @18% per annum give Seller written notice of such failure. If Seller shall fail to cure such default within five (5) days after receipt of Purchaser’s written notice thereof (the “Seller’s Cure Period”), Purchaser shall have the right and option, as Purchaser’s sole and exclusive remedy, to either (i) terminate this Agreement upon written notice to Seller at any time after the expiration of the Seller’s Cure Period, whereupon the Binder Deposit shall be refunded to Purchaser and the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, (except for Purchaser’s Indemnification Obligations which shall survive such termination), or (ii) demand and compel by an action for specific performance or similar legal proceedings, if necessary, the immediate conveyance of the Property by Seller in compliance with the terms and conditions of this Agreement. (b) If the sale and purchase of the Property is not consummated on all sums becoming due hereunder account of Purchaser’s default hereunder, Seller shall give Purchaser written notice of such default. If Purchaser shall fail to cure such default within five (5) days after receipt of Seller’s written notice thereof (the “Purchaser’s Cure Period”), Seller shall be entitled to terminate this Agreement upon written notice to Purchaser at any time after the expiration of the Purchaser’s Cure Period (and Purchaser’s Indemnification Obligations shall survive such termination), to retain the Binder Deposit and to recover Seller’s out of pocket expenses plus any damages incurred by Seller in excess of the amount of the Binder Deposit as a result of Purchaser’s breach, which excess amount shall be capped at $1,000,000. Notwithstanding the foregoing, in the event Purchaser fails to pay to the Vendors Binder Deposit within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid specified by the Purchaser applicable provisions of this Agreement, Seller shall not be required to the Vendors after deduction deliver any notice of a sum equivalent such default prior to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagesimmediately exercising its rights or remedies hereunder. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. The Purchaser occurrence of any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute an "Event of Default": (a) The Borrower shall fail to pay any interest with respect to the Vendors Revolving Notes or the Term Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period stipulated of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in a principal amount not less than $75,000,000, shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $75,000,000; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $75,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which the Purchaser remains in default. This will be without prejudice to the other rights execution of the Vendors hereunder. The Vendors same shall have been stayed, appeal therefrom and cause the discretion execution thereof to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest stayed during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-appeal. (i) At any time after a Change in Control, the Purchaser shall have the option either Borrower fails to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry maintain at least one of the period following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or better) by Standard & Poor's Ratings Service, a Division of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; The McGraw-Hill Companies, Inc., or in the alternative (iib) to terminate the contract and claim refund of the amount of consideration paid Baa3 (or better) by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidMoody's Ixxxxxxxx Xxrvice, if any.Inc.

Defaults. The Purchaser In the event of any of the following ("Events of Default") if: a. any Borrower shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails fail to pay to any principal or interest on the Vendors within the period stipulated hereunder for the period during which the Purchaser remains Notes; b. any representation or warranty of any Borrower herein, in default. This will be without prejudice to the other rights any of the Vendors hereunder. The Vendors Security Documents, or in any certificate delivered hereunder shall prove to have the discretion to waive and/or reduce the interest payable been false in any material respect as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned time made or furnished; c. any Borrower shall fail to perform any covenant contained in Section VI hereof; d. any Borrower shall fail to perform any other term, covenant or agreement contained herein or in observing his covenants herein within time then in such event, this agreement shall at the option any of the Vendors stand terminated Security Documents and rescinded and the Vendors such default shall become entitled continue for ten days after notice thereof has been received by such Borrower from any source; e. any Borrower shall fail to enjoy and/or transfer the said Unit pay at maturity, or within any applicable period of grace, any obligation for borrowed monies or advances or any capitalized or non-capitalized lease obligations or fail to observe or perform any person without term, covenant or agreement contained in any way becoming liable agreement by which it is bound, evidencing or securing borrowed monies or advances, for such period of time as would, or would have permitted (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof but only to the Purchaser extent that the acceleration of such obligation would have a Material adverse effect on the financial condition, business or continued operations of any Borrower; f. any Borrower shall admit in writing its inability to pay its debts; g. any Borrower shall suffer a receiver or trustee for all or substantially all of its property to be appointed; or institute or suffer to be instituted against it in any proceedings under any law relating to bankruptcy, insolvency, arrangement, reorganization or relief of debtors; h. any Borrower shall suffer any judgment to be entered against it and upon not dismissed, satisfied or stayed within 60 days, or any writ of attachment issued and not released within 60 days or any execution or any similar process to be issued or levied against a substantial part of its property; i. any Borrower terminates its existence or dissolves; or j. the Vendors having entered into a contract for sale trustee of the said Unit with any new buyer or buyersPension Plan shall fail to pay when due all benefits payable thereunder then, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in every such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on Bank may declare all amounts remaining unpaid owing with respect to the Term Note and nonetheless in addition thereto it is expressly agreed the Fixed Maturity Carve Out Note and declared that all other obligations to be, and they shall upon written notice and the period stipulated in PART-III lapse of the THIRD SCHEDULE hereunder written for construction time periods specified above forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. Notwithstanding the said Unit by foregoing recital of defaults with respect to the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder Term Note and the Vendors fail Fixed Maturity Carve Out Note, the Revolving Note shall at all times be due and payable on demand without regard to construct the said Unit within existence or non-existence of an Event of Default, provided, however, that upon the period stipulated in Part-III occurrence of an Event of Default under subsection (g) above all such amounts due under the Third Schedule hereunder writtenTerm Note, then the Vendors Fixed Maturity Carve Out Note and the Revolving Note shall be allowed automatically an extension of 6 (six) months whereof become immediately due and payable without being liable for demand or any penalty or interest during such extended period and in case of failure action on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyBank.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser If Seller breaches or fails to pay perform fully the terms of -------- this Agreement, Buyer may, at its option, exercise every right and remedy available at law, in equity, or hereunder, including but not limited to the Vendors within right to: (i) cancel this Agreement and recover from Seller any and all reasonable expenses paid or incurred by Buyer in connection with this Agreement, (ii) proceed with the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice Closing hereunder, reserving all of Buyer's rights to the other rights thereafter recover actual and consequential damages arising from Seller's breach, or (iii) enforce Buyer's right to specific performance of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his Seller's obligations hereunder and related injunctive relief, and to record a lis pendens --- ------- against the Vendors fail Property in connection therewith. Seller acknowledges that Buyer has rigorous internal guidelines regarding the suitability of a site and that Buyer has selected the Property as a potential site after careful analysis of a number of factors, including, without limitation, the geographic location, and ingress and egress. Accordingly, Seller acknowledges and agrees that the Property is unique for Buyer's purposes, that monetary damages alone would not adequately compensate Buyer for Seller's breach of its obligation to construct convey the said Unit within the period stipulated in Part-III Property to Buyer hereunder, and that if Buyer seeks specific performance of this Agreement, Buyer shall be entitled to an order of the Third Schedule hereunder writtencourt enforcing this Agreement without any need to make a further showing that the Property is unique or that Buyer's damages are liquidated and not speculative, then or that other remedies are impracticable, unavailable, ineffective or inadequate. Seller acknowledges that if Buyer seeks injunctive relief, the Vendors shall same may be allowed automatically an extension fashioned in a mandatory or prohibitive manner, and Seller hereby waives any right, at law or in equity, to demand the posting of 6 (six) months whereof without being liable for any penalty a bond or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid other security by the Purchaser Buyer as a condition to the Vendors till then arising from the date continuation, of expiry record, of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyany lis pendens which Buyer may --- ------- file.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder If (a) Tenant defaults in the payment of rent or other amounts under this Lease and which the Purchaser fails default continues for 10 days after written notice by Lessor to pay Tenant, (b) Tenant defaults in any other obligation under this Lease and the default continues for 30 days after written notice by Lessor to Tenant, (c) any proceeding is begun by or against Tenant to subject the Vendors within the period stipulated hereunder assets of Tenant to any bankruptcy or insolvency law or for an appointment of a receiver of Tenant or for any of Tenant's assets, or (d) Tenant makes a general assignment of Tenant's assets for the period during which the Purchaser remains in default. This will be benefit of creditors, then Lessor may, with or without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventterminating this Lease, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones cure the default and charge Tenant all costs and expenses of doing so, and Lessor also may reenter the Purchaser then in such eventPremises, the Purchaser shallremove all persons and property, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of regain possession of the said Unit Premises, without waiver or loss of any of Lessor's rights under this Lease, including Lessor's right to payment of Monthly Rent. Lessor also may terminate this Lease as to all future rights of Tenant, without terminating Lessor's right to payment of Monthly Rent and other charges due under this Lease. Tenant waives any right of restoration to possession of the Purchaser; Premises after reentry, notice of termination, or after judgment for possession. If this Lease is terminated under this Section, Tenant promises and agrees to pay all Monthly Rent and other charges due for the remainder of the original Term, and all attorneys' fees and other expenses. If Tenant defaults in any of its obligations under this Lease, it will promptly pay all costs (including attorneys' fees) of enforcing Tenant's obligations, whether or not this Lease is terminated and whether or not suit is brought. No right or remedy will preclude any other right or remedy, no right or remedy will be exclusive of or dependent upon any other right or remedy, and any right or remedy may be exercised independently or in combination. If Tenant is in default and notice of termination of Tenant's right to possession has been mailed to Tenant at the alternative (ii) to terminate Premises and it appears in Lessor's reasonable judgment that Tenant has abandoned or vacated the contract Premises, Lessor may reenter the Premises and claim refund retake possession without legal action, without relieving Tenant of the amount obligation to pay Monthly Rent or any other obligations under this Lease, and without any liability to Tenant for re-entry removal of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyTenant's property.

Defaults. The Purchaser If any of the following events ("Defaults") shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser occur: (A) Borrower (i) fails to pay when due or declared due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any of the Liabilities consisting of principal or interest with respect to the Vendors Loans or (ii) fails to pay within three (3) Business Days of the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to date when due or declared due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any of the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-Liabilities; (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount a proceeding under any bankruptcy, reorganization, arrangement of consideration paid debt, insolvency, readjustment of debt or receivership law or statute is filed (a) against Borrower or any of Borrower's Subsidiaries and such proceeding remains undismissed for a period in excess of sixty (60) days, or an order for relief is entered, or (b) by the Purchaser to the Vendors till then arising from the date Borrower or any of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; Borrower's Subsidiaries or in the alternative (ii) Borrower or any of Borrower's Subsidiaries shall make an assignment for the benefit of creditors; or Borrower or any of Borrower's Subsidiaries shall take any corporate action to terminate the contract and claim refund authorize any of the amount foregoing in this clause (G); (C) Borrower or any of consideration paid by Borrower's Subsidiaries shall become insolvent or shall fail generally to pay its debts as they become due; (D) A default, as defined under the Purchaser documents evidencing the Working Capital Credit Facility, shall occur thereunder, which default shall give the lender thereunder the right to accelerate the Vendors till indebtedness evidenced thereby. then alongwith accrued interest as aforesaidLender may, if anyupon notice to Borrower (i) terminate Lender's obligation to make advances to Borrower pursuant to subsection 2.1 hereof, and/or (ii) declare all or any portion of the Liabilities to be immediately due and payable, whereupon all or such portion of the Liabilities shall become immediately due and payable and Lender shall not be obligated to make any further advances to Borrower, except that in the event a Default described in subsection 8.1(B) hereof shall exist or occur, all of the Liabilities shall automatically, without notice of any kind, be immediately due and payable and Lender shall not be obligated to make any further advances to Borrower.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights Each of the Vendors hereunder. The Vendors following shall have the discretion constitute a default under this Note (a "Default"): (a) Failure by Borrower to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making make any payment of the consideration mentioned herein due under this Note or in observing his covenants herein within time then in such eventunder any other agreement with Lender, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer Koyah Leverage Partners, L.P. or buyersKoyah Partners, L.P. (collectively, the Vendors shall refund "Affiliated Lenders") within five (5) days of its due date; failure by Borrower to satisfy the Purchaser conditions set forth in Section 14 on or before the xxxxxxx money paid date specified therein; or failure by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing Borrower to comply with all his obligations hereunder and the Vendors fail to construct provisions of any other covenant, obligation or term of this Note or any other agreement with the said Unit within Affiliated Lenders which shall unremedied for five (5) days after written notice from the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-Affiliated Lenders; (ib) Failure by Borrower to pay when due any other indebtedness or obligations in excess of two hundred thousand dollars ($200,000) which shall continue after the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidapplicable grace period, if any, specified in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; (c) Borrower makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of thirty (30) days; or Borrower by any act indicates its consent or acquiesence in any such proceeding or the appointment of any such trustee or receiver; (d) Occurrence of any extraordinary situation which gives Lender reasonable grounds to believe that Borrower will or may not be able to perform its obligations under this Note or any other agreement with the Affiliated Lenders; or (e) The provisions of any covenant, agreement or term of the Subordination Letter or Subordination Agreement shall for any reason be invalidated or otherwise cease to be in full force and effect; the debt evidenced by this Note shall for any reason not have the seniority and priority contemplated by the provisions of the Subordination Letter or Subordination Agreement; Softline or Borrower shall fail to comply with the provisions of any covenant, obligation or term of the Subordination Letter or Subordination Agreement; or Softline shall revoke or repudiate or attempt to contest any of its obligations under the Subordination Letter or Subordination Agreement.

Defaults. The Notwithstanding any claim of default by Purchaser against either or both Sellers, the Annual Fee must continue to be paid the Sellers with no set-off, adjustment or modification. In the event, either Sellers or Purchaser claims a default of this agreement, the party claiming such default shall notify the other and the other party shall not be in default of this agreement until the expiration of twenty (20) business days after receipt of such notice during which period the defaulting party may cure such default. If a default, except for any monetary obligations of Purchaser to Sellers, shall be of a nature that said default cannot be completely cured or remedied within such twenty (20) day period and if the defaulting party is reasonably and expeditiously in good faith with reasonable diligence attempting to cure, the other shall reasonably extend the cure period as may be necessary. If after the receipt of written notice from Sellers stating the specific default within the time period set forth herein, Sellers may then serve a five (5) day written notice of cancellation of this agreement and upon the expiration of said five (5) days, this agreement and the terms hereunder shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of the term of this agreement and Sellers shall be entitled to any and all rights and remedies as may be authorized and allowable under applicable law. All payments made by Purchaser to Sellers prior to any default shall be deemed to be nonrefundable but shall not be deemed to modify or in any way limit any of the rights and remedies or privileges of the Sellers under applicable law which shall include but not be limited to the right of rescission without the obligation of Sellers to refund any part of the purchase price or Annual Fee received, specific performance, damages, liquidated damages, redemption of the Annual Fee or such other right or remedy as may be authorized by a court of competent jurisdiction. Purchaser shall pay interest @18% per annum on all sums becoming due hereunder of Sellers legal fees and expenses as incurred which the arise from any default of Purchaser fails of this agreement. 15.1 Nothing contained herein shall limit or prevent Purchaser or Sellers from seeking from any court of competent jurisdiction for judicial assistance in restraining and enjoining violations of this agreement. Sellers shall not be deemed to pay have waived any of its rights to the Vendors within the period stipulated hereunder for the period during which the enforce compliance by Purchaser remains in default. This will be without prejudice to the other rights of any default of this agreement despite any prior nonenforcement by Sellers' of any violation of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment terms of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into unless such default waiver is reflected by a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period written waiver of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit agreement executed by the Vendors shall stand automatically extended by such period of default by the PurchaserSellers. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. The Purchaser (a) Licensee and Licensor shall pay interest @18% per annum on all sums becoming due hereunder have fifteen (15) days after receipt of written notice to cure any monetary Licensor Default or Licensee Default, respectively, and which thirty (30) days after receipt of written notice to cure any non-monetary Licensor Default or Licensee Default, respectively; provided however, that if any Licensor Default or Licensee Default is not capable of being cured within the Purchaser fails requisite period of time, then so long as the party charged with the default has diligently pursued such cure of the default within the prescribed period, the party shall be given the necessary time to pay cure the default. If subsequent to the Vendors within foregoing requisite periods of time, there continues to be an event of Licensor Default or Licensee Default, the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice non- defaulting party may upon thirty (30) days written notice, terminate this Agreement with respect to the applicable Schedule and institute any other rights of proceedings at law or in equity to recover damages from the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaidother party. 9.1 In case (b) Upon the Purchaser commits default occurrence of any Licensee Default which is not cured in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventaccordance with Section 12.16(a), this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and Licensor may enter upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percentaffected Licensed Space(s) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for prosecution or any penalty claims of Damages of such entry, and do whatever Licensee is obligated to do under the terms of this Agreement or interest during any individual License to correct the default. Licensee agrees to reimburse Licensor on demand for any expenses that Licensor may incur in effecting compliance with Licensee's obligations under this Agreement or any License in this manner, and Licensee further agrees that Licensor shall not be liable for any Damages resulting from such extended period and in case of failure action. No action by Licensor pursuant to this Section 12,16(b) shall be construed as an election on the Licensor's part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund this Agreement or any individual License, unless a written notice of the amount of consideration paid by the Purchaser such intention is given to the Vendors till then alongwith accrued interest as aforesaid, if anyLicensee.

Defaults. The Purchaser Lessee shall pay interest @18% per annum on all sums becoming due hereunder and which be in material default under this Lease: If Lessee abandons or vacates the Purchaser Property; If Lessee fails to pay Rent or any other charge required to be paid by Lessee, within 21 days of the date due, Lessor provides written notice to Lessee of the failure of Lessee to pay Rent or such other charge, and Lessee fails to pay Rent or such other charge within seven (7) days after receipt of such written notice from Landlord; or If Lessee fails to perform any of Lessee’s nonmonetary obligations under this Lease for a period of thirty (30) days after written notice from Lessor; provided that if more time is required to complete such performance, Lessee shall not be in default if Lessee commences such performance within the thirty (30) day period and thereafter diligently pursues its completion. However, Lessor shall not be required to give such notice if Lessee’s failure to perform constitutes a non-curable breach of this Lease. The notice required by this Section is intended to satisfy any and all notice requirements imposed by law on Lessor prior to the Vendors commencement of an unlawful detainer action and is not in addition to any such requirement. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within the period stipulated hereunder for the period during which the Purchaser remains a reasonable time, but in default. This will be without prejudice no event later than thirty (30) days after written notice by Lessee to Lessor and to the other rights holder of any first mortgage or deed of trust covering the Vendors hereunder. The Vendors Property whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the discretion nature of Lessor’s obligation is such that more than thirty (30) days are required for performance, then Lessor shall not be in default if Lessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to waive and/or reduce completion. In the interest payable as aforesaid. 9.1 In case event Lessor fails to perform an obligation required of it hereunder in the Purchaser commits default in making payment time periods allowed under this Section and following notice from Lessee, Lessee may, but shall not be obligated to, perform any obligation of the consideration mentioned herein or in observing his covenants herein within time then in such event, Lessor under this agreement Lease. Lessee shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become be entitled to enjoy and/or transfer a credit against the said Unit to any person next accruing rent for all reasonable costs and expenses paid or incurred by Lessee in performing Lessor’s obligations as provided in this Section, including without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyerslimitation, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagesreasonable attorneys’ fees incurred. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. Failure or delay by Developer to perform any material obligation set forth in any term or provision of this Agreement constitutes a default. (a) The Purchaser City shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay give written notice of default to the Vendors within Developer, specifying the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. (b) Any failures or delays by the City in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by the other City in asserting any of its rights and remedies shall not deprive the City of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. (c) If a non-monetary event of default occurs, prior to exercising any remedies hereunder, City shall give Developer notice of such default. If the Vendors hereunder. The Vendors default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to effect a cure prior to exercise of remedies by the discretion City. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer (1) initiates corrective action within said period, and (2) diligently and in good faith works to waive and/or reduce effect a cure as soon as possible, then Developer shall have such additional time as is reasonably necessary to cure the interest payable as aforesaiddefault prior to exercise of any remedies by City. In no event shall City be precluded from exercising remedies if its remedies become or are about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the notice of default is first given. 9.1 (d) Developer shall not be in Default where Developer’s performance under this Agreement is affected by force majeure. In case the Purchaser commits default in making payment context of the consideration mentioned herein or in observing his covenants herein within time then in such eventthese terms and conditions, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to “force majeure” is any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared event that the period stipulated in PART-III Developer could not, even with due care, reasonably foresee or avoid. These events include but are not limited to war, threat of war, riot, civil commotion or strife, hostilities, industrial dispute, natural disaster, fire, acts of god, terrorist activity, nuclear disaster, adverse weather, government action, City caused delays, delays caused by third parties, technical problems with transportation or other events outside the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the PurchaserDeveloper’s control. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. The Purchaser occurrence of any one or more of the following events shall pay interest @18% per annum on all sums becoming due hereunder constitute a material default and which breach hereof by Tenant: (a) The vacating or abandonment of the Purchaser fails Property by Tenant; (b) The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant. In the event that Landlord serves Tenant with a notice to pay rent or vacate pursuant to applicable unlawful detainer or other statutes, such notice shall also constitute the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice notice required by this subsection; (c) The failure by Tenant to the other rights observe or perform any of the Vendors hereunder. The Vendors covenants, conditions or provisions hereof to be observed or performed by Tenant, other than described in Subsection (b) above, where such failure shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into continue for a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared such that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written more than 30 days are reasonably required for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder writtenits cure, then the Vendors Tenant shall not be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during deemed to be in default if Tenant commences such extended cure within said 30-day period and in case of failure on the part of the Vendors thereafter diligently prosecutes such cure to construct the said Unit even within such extended period then and only in such event-completion; (i) The making by Tenant of any general arrangement or assignment for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) Tenant becomes a "debtor" as defined under the Federal Bankruptcy Code or any successor statute thereto or any other statute affording debtor relief, whether state or federal, (unless, in the case of a petition filed against Tenant, the same is dismissed within thirty (30) days), or admits in writing its present or prospective insolvency or inability to terminate pay its debts as they mature, or is unable to or does not pay a material portion (in numbers or dollar amount) of its debts as they mature; (iii) the contract and claim refund appointment of a trustee or receiver to take possession of all or a substantial portion of Tenant's assets located at the amount Property or of consideration paid by Tenant's interest in this Lease; (iv) the Purchaser attachment, execution or other judicial seizure of all or a substantial portion of Tenant's assets located at the Property or of Tenant's interest in this Lease; or (v) the entry of a judgment against Tenant which affects Tenant's ability to conduct its business in the or dinary course; provided, however, to the Vendors till then alongwith accrued extent that any provision of this Subsection 12.1(d) is contrary to any applicable law, such provision shall be of no force or effect to such extent only; and/or (e) The discovery by Landlord that any financial statement, warranty, representation or other information given to Landlord by Tenant, any assignee of Tenant, any subtenant of Tenant, any successor in interest as aforesaidof Tenant or any guarantor of Tenant's obligation hereunder, if anyin connection with this Lease, was materially false or misleading when made or furnished.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one or more of the Vendors hereunder. following events shall constitute a default hereunder by Xxxxxx: (a) The Vendors shall have vacation or abandonment of the discretion to waive and/or reduce the interest payable as aforesaidPremises by Xxxxxx. 9.1 In case (b) Without the Purchaser commits default in making giving of any notice by Xxxxxxxx, the failure by Tenant to make any payment of the consideration mentioned herein rent, additional rent or in observing his covenants herein within time then in such eventother payment required to be made by Tenant hereunder, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and when due, or the failure by way of pre-determined compensation/liquidated damagesXxxxxx to be observed or performed by Xxxxxx. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) The making by Tenant of any assignment or arrangement for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) the filing by or against Tenant of a petition to terminate have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy; (iii) the contract and claim refund appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease. (d) Any attempted or involuntary transfer of Xxxxxx's interest in this lease without Landlord's prior written consent, as set forth more specifically in Section 10.01 of this Lease. (e) If any lease (other than this Lease) made by Tenant for other space in the Shopping Center is terminated or terminable after the commencement of the amount term of consideration paid this lease due to any default by Tenant under such other lease. (f) The discovery by Landlord that any warranty, representation or financial statement given to Landlord by Xxxxxx, any assignee of Tenant, any subtenant of Tenant, any successor in interest of Xxxxxx, or any guarantor of Xxxxxx's obligations hereunder, or any of them, was materially false. (g) The violation by Tenant of its restrictions as to use of the Purchaser to the Vendors till then alongwith accrued interest as aforesaidPremises, if anyasset forth in Article VI of this Lease.

Defaults. The Purchaser occurrence of any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute an “Event of Default”: (a) The Borrower shall fail to pay any interest with respect to the Vendors Revolving Notes or the Term Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period stipulated of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which the Purchaser remains in default. This will be without prejudice to the other rights execution of the Vendors hereunder. The Vendors same shall have been stayed, appeal therefrom and cause the discretion execution thereof to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest stayed during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-appeal. (i) At any time after a Change in Control, the Purchaser shall have the option either Borrower fails to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry maintain at least one of the period following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or better) by Standard & Poor’s Ratings Service, a Division of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; The XxXxxx-Xxxx Companies, Inc., or in the alternative (iib) to terminate the contract and claim refund of the amount of consideration paid Baa3 (or better) by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidXxxxx’x Investors Service, if any.Inc.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay (a) Subject to the Vendors within further provisions of this Section 16, failure or delay by Borrower to perform any material term or provision of the period stipulated hereunder for OPA, the period during which City Loan Documents including this Note, and/or the Purchaser remains Agreement Affecting Real Property, or other obligations, including the Housing Commission Loan, secured by a deed of trust on the Leasehold, constitutes a default under this Note. (b) The City shall give written notice of default to the Borrower, specifying the default complained of by the City. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. This will be without prejudice Except as otherwise expressly provided in this Agreement, any failures or delays by City in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by City in asserting any of its rights and remedies shall not deprive City of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. (c) If a monetary event of default occurs, prior to exercising any remedies hereunder, the other rights City shall give the Borrower written notice of the Vendors hereundersuch default. The Vendors Borrower shall have a period of thirty (30) calendar days after such notice is received or deemed received within which to cure the discretion default prior to waive and/or reduce exercise of remedies by the interest payable as aforesaidCity. 9.1 In case (d) If a non-monetary event of default occurs, prior to exercising any remedies hereunder, the Purchaser commits City shall give the Borrower notice of such default. If the default in making payment is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, the consideration mentioned herein or in observing his covenants herein Borrower shall have such period to effect a cure prior to exercise of remedies by the City. If the default is such that it is not reasonably capable of being cured within time then in thirty (30) days after such eventnotice is received, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the Borrower (1) initiates corrective action within said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyersperiod, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.and

Defaults. The Purchaser 17.01. If (i) Tenant shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making the payment of Rent as and when due hereunder, and such default shall continue for a period of three (3) business days after written notice of such default from Landlord (provided, however, that Landlord shall not be obligated to give such notice to Tenant more than twice in any Lease Year, and any default in the consideration mentioned herein payment of Rent thereafter shall be deemed to occur three (3) business days from the date it was due without such notice), or (ii) Tenant shall default in observing his covenants herein within time then fulfilling any other obligation, provision, condition or covenant of this Lease, and such default shall continue for a period of thirty (30) days after written notice thereof from Landlord specifying such default, (iii) the Demised Premises shall become vacant or deserted, or (iv) any execution or attachment shall be issued against Tenant or any of its property whereupon the Demised Premises shall be taken or occupied or attempted to be taken or occupied by some one other than Tenant and the same shall not be bonded or dismissed or discharged as promptly as may be under circumstances then, and in any such event, this agreement Landlord may give ten (10) business days written notice of intention to end the Term, and then upon the expiration of said ten (10) business days, the Term shall at expire as fully and completely as if that day were the option day definitely fixed herein for the expiration of the Vendors stand terminated Term, and rescinded Tenant shall quit and surrender the Demised Premises to Landlord, but Tenant shall remain liable as hereinafter provided. 17.02. If the notices provided in the above paragraph shall have been given and the Vendors Term shall become entitled expire as aforesaid, then Landlord may, pursuant to enjoy and/or transfer legal process, if any be applicable, re-enter the said Unit to any person without in any way becoming liable to Demised Premises, either by force or otherwise, and dispossess Tenant and the Purchaser and upon the Vendors having entered into a contract for sale legal representatives of Tenant, or other occupants of the said Unit with any new buyer Demised Premises, by summary proceeding or buyersotherwise, and remove their effects and hold the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof Demised Premises as and by way of pre-determined compensation/liquidated damagesif this Lease had not been made. 9.2 17.03. In case the Vendors condones the default of the Purchaser then in such eventdefault, the Purchaser shallre-entry, alongwith such dues and/or arrearsexpiration and or dispossess by summary proceedings or otherwise, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser Rent shall become due thereupon and be paid up to the time of such reentry, dispossess or expiration, together with such expenses as Landlord may incur for legal expenses, reasonable attorneys’ fees, brokerage and/or putting the Demised Premises in such condition as Landlord may determine is advisable or necessary good order for re-rental, (ii) Landlord may re-let the Demised Premises or any part or parts thereof, either in its own name or otherwise, for a term or terms which may, at its option, be shorter or longer than the period which would otherwise have constituted the remainder of the Term of this Lease to such extent as Landlord, in Landlord’s reasonable judgment, considers advisable and necessary to re-let the same; and (iii) Tenant, or its successors, shall also pay Landlord, any deficiency between the Rent, and the net amount, if any, of the rents collected on account of the lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the remainder of the Term. Any such deficiency shall be paid in monthly installments on the first day of each calendar month, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. 17.04. Whether or not Landlord shall have collected any monthly deficiency as aforesaid, Landlord shall be entitled, at its option, to elect to recover from Tenant, and in such event Tenant shall pay to Landlord on demand in lieu of any further such deficiency, as liquidated damages, a sum calculated as follows: the excess, if any, of (i) the aggregate Rent which would have been payable by Tenant under this Lease (conclusively presuming the Additional Rent to be at the same rate as was payable for the twelve (12) months immediately preceding such re-entry by Landlord) for the period commencing with the last date to which Rent was paid (less any such deficiency collected) and ending on the date set for the expiration of the Term had this Lease not been terminated or Landlord not re-entered the Demised Premises, over (ii) the aggregate rental value of the Demised Premises for the same period, both discounted to their present value at 4% per annum. Nothing herein shall be construed as limiting the recovery by Landlord against Tenant of any sum or damages to which, in addition to the deficiency or damages described above, Landlord may be entitled by reason of any default of Tenant under this Lease prior to such re-entry. Landlord shall make reasonable efforts to mitigate its damages upon a default by Tenant under this Lease. 17.05. Landlord, at its option, may make such alterations in the Demised Premises as in Landlord’s judgment are advisable or necessary for the purpose of re-letting the Demised Premises, and the making of such alterations shall not operate or be construed to release Tenant from any liability hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the option either to claim interest @9% per annum from the Vendors on the amount right of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction injunction and the extension thereof till right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy in law or equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the date event of delivery Tenant being evicted or dispossessed, for any just cause, or in the event of Landlord obtaining possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund Demised Premises by reason of the amount violation by Tenant of consideration paid by any of the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anycovenants and conditions of this Lease or otherwise.

Defaults. The Purchaser (a) If a default or event of default shall pay interest @18% per annum on occur under any Covered Facility (a "Defaulted Facility"), (i) each Lender Party thereto agrees that it will (or will instruct its representative or agent under such Defaulted Facility to which it is a party, as applicable, to) promptly notify the Administrative Agent, and the Administrative Agent will promptly notify all sums becoming due hereunder Lender Parties under all of the Covered Facilities and which the Purchaser fails Collateral Trustee and (ii) from the Effective Date until the earlier of (1) the Termination Date and (2) a Bankruptcy Event, (A) each Lender Party other than, upon the occurrence and during the continuance of an Event of Default under the Facility Agreement or the Specified Facility, the Specified Facility Lender, agrees that it will refrain from exercising any right, remedy or power available to pay it (including, without limitation, rights of set-off (whether or not a default or event of default shall have occurred) or acceleration and the right to reduce or terminate commitments), and (B) each Lender Party agrees that it will refrain from directing the Collateral Trustee, the Administrative Agent, the Debt Coordinators or any other Person from taking any such action (including making claims under any guaranty), under such Defaulted Facility or the Loan Documents or applicable law related thereto, in either case, unless authorized to do so by the Required Lenders, acting through the Debt Coordinators. Notwithstanding the foregoing and notwithstanding any other provision of this Agreement or the Facility Agreement to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventcontrary, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have counterparties to the option either to claim interest @9% per annum from Equity Derivatives may terminate the Vendors Equity Derivatives, may sell shares of Group's stock, may accept Equity Derivative Notes and may exercise other rights and remedies under the terms of the Equity Derivatives as in effect on the Effective Date, including, without limitation, upon the occurrence of an Event of Default or Termination Event (as such terms are defined in the applicable Equity Derivative) or upon the occurrence of an Event of Default under the Facility Agreement; provided, however, that except for the rights set forth in Section 2.1(d)(iii) hereof, such counterparties' respective collection and enforcement rights with respect to any net amount owing by any Loan Party as a result of consideration paid by termination and settlement of the Purchaser Equity Derivatives shall be subject to the Vendors till then arising from the date of expiry of the period of construction limitations otherwise specified in this clause (a) and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) upon the occurrence and during the continuance of an Event of Default under either the Facility Agreement or the Specified Facility, the Specified Facility Lender may retain all payments made to terminate it by any Loan Party at such time in respect of any Obligations under the contract Specified Facility. EACH OF THE LENDER PARTIES ACKNOWLEDGES AND AGREES THAT, WITH RESPECT TO ANY COLLATERAL, IT SHALL HAVE NO RIGHT TO INDIVIDUALLY DIRECT THE COLLATERAL TRUSTEE, THE ADMINISTRATIVE AGENT, THE DEBT COORDINATORS OR ANY OTHER PERSON TO TAKE OR REFRAIN FROM TAKING ANY ACTION HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR UNDER ANY COVERED FACILITY OR UNDER APPLICABLE LAW, AND THAT ALL RIGHTS WITH RESPECT TO THE COLLATERAL SHALL BE VESTED SOLELY IN THE REQUIRED LENDERS ACTING THROUGH THE COLLATERAL TRUSTEE (AS INSTRUCTED BY THE DEBT COORDINATORS) AND OTHERWISE IN ACCORDANCE WITH THIS AGREEMENT. (b) In case the Administrative Agent, the Collateral Trustee or the Debt Coordinators shall have proceeded to enforce any right, remedy or power under this Agreement or the other Loan Documents and claim refund of the amount of consideration paid by proceeding for the Purchaser enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Vendors till Administrative Agent, the Collateral Trustee or the Debt Coordinators, then alongwith accrued interest as aforesaidand in every such case each Secured Party shall, if anysubject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder and under the other Loan Documents with respect to the Collateral and in all other respects.

Defaults. The Purchaser occurrence of any of the following shall pay interest @18% per annum on all sums becoming due hereunder constitute a material default and which breach of this Lease: (a) The vacating or abandonment of the Purchaser fails Premises by Tenant. (b) A failure by Tenant to pay the Rent or to the Vendors make any other payment required to be made by Tenant hereunder, when due, or within the period stipulated hereunder ten (10) days thereafter. (c) A failure by Tenant to observe and perform any other obligation of this Lease to be observed or performed by Tenant, if Tenant has failed to perform such obligation within thirty (30) days after written notice by Landlord to Tenant specifying wherein Tenant has failed to perform such obligation. (d) The making by Tenant of any general assignment for the period during which benefit of creditors; the Purchaser remains filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or the filing of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in defaultthe case of a petition filed against Tenant, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days. This will Landlord shall not be without prejudice deemed to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits be in default in making payment the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation. Provided, however, that if the consideration mentioned herein or nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in observing his covenants herein default if it shall commence such performance within time then in such event, thirty (30)-day period and thereafter diligently prosecute the same to completion. In no event shall Tenant have a right to terminate this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into Lease as a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction result of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such eventLandlord default, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly being agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors Tenant’s remedies shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period limited to money damages and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyinjunctive relief.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser following are events of default under this Note (each, an “Event of Default”): Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; Borrower fails to deliver any Conversion Shares in accordance with the Vendors terms hereof; a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within the period stipulated hereunder sixty (60) days; Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; Borrower makes a general assignment for the period during which the Purchaser remains in default. This will be without prejudice benefit of creditors; Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to the other rights observe or perform any covenant, obligation, condition or agreement of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned Borrower or such pledgor, trustor, or guarantor contained herein or in observing his covenants herein within time then any other Transaction Document (as defined in such eventthe Purchase Agreement), other than those specifically set forth in this agreement shall at the option Section 5.1 and Section 4 of the Vendors stand terminated and rescinded and the Vendors shall become entitled Purchase Agreement; any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to enjoy and/or transfer the said Unit to any person without Lender herein, in any way becoming liable Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; the occurrence of a Fundamental Transaction without Lender’s prior written consent; Borrower fails to maintain the Purchaser Share Reserve as required under the Purchase Agreement; Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and upon the Vendors having entered into shall remain unvacated, unbonded or unstayed for a contract for sale period of twenty (20) calendar days unless otherwise consented to by Lender; Borrower’s Common Stock fails to be DTC Eligible; Borrower fails to observe or perform any covenant set forth in Section 4 of the said Unit Purchase Agreement (other than the covenant with any new buyer or buyers, the Vendors shall refund respect to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically Unapproved Variable Security Issuances); Borrower makes an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the PurchaserUnapproved Variable Security Issuance; or Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyany Other Agreements.

Defaults. The Purchaser (a) If any one or more of the following events (herein sometimes called “events of default”). shall pay interest @18% per annum occur: (1) if default shall be made in the due and punctual payment of any installment of Minimum Rent, Additional Rent or other charges due hereunder, when and as the same shall become due and payable, and such default shall continue for a period of five (5) days after written notice from Landlord to Tenant specifying the items in default (provided that Tenant shall be entitled to only one (1). such notice in any Lease Year); or (2) if default shall be made by Tenant in the performance or compliance with any of the agreements, terms, covenants or conditions in this Lease provided, other than those referred to in the foregoing subparagraph (1), and such default shall continue for a period of fifteen (15) days after written notice from Landlord to Tenant specifying the items in default (provided that Tenant shall be entitled to only one (1) such notice in any Lease Year with respect to the same or similar default), or in case of a default or contingency which cannot with due diligence be cured within said fifteen (15) day period, Tenant rails to proceed within said fifteen (15) day period to commence to cure the same and thereafter to prosecute the curing of such default with due diligence and within a period of time which under all prevailing circumstances shall be reasonable; or (3) if Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or. answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future state or federal bankruptcy or insolvency statute or law, or shall seek or consent to the appointment of. any bankruptcy or insolvency trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises; or (4) if within sixty (60) days after the commencement of any proceeding against the Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future state or federal bankruptcy act or any other present or future state or federal bankruptcy or insolvency statute or law, such proceeding shall not have been dismissed, or, if, within sixty (60) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of all or substantially all of its properties or of the Premises, such appointment shall not have been vacated or stayed on all sums becoming due hereunder appeal or otherwise, or if within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated; or (5) if Tenant shall (i) forfeit the right, as declared by competent authority under any state or federal law to make loans or hold deposits; (ii) be dissolved, go into liquidation or be closed, whether by vote of shareholders or otherwise, with the exception of mergers and which the Purchaser fails consolidations; (iii) become insolvent, as declared by competent authority in that its assets are less than its obligations to its creditors and others, including its members, or shareholders, however designated; (iv) refuse to pay its circulating notes; (v) willfully violate any cease-and-desist order that has become final, issued by, or at the behest of, any competent banking authority; (vi) conceal its books, papers, records or assets, or refuse to submit books, papers, records, assets or other affairs for the inspection of any state or federal agency authorized to inspect them; (vii) have its status, as an institution the accounts of which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation terminated, except where such termination occurs in conjunction with the inception of such status with another comparable insurer; or (viii) if a conservator or receiver for Tenant is appointed by or at the behest of any competent banking authority; then and in any such event Landlord, at any time thereafter, may give written notice to Tenant specifying such event of default or events of default and stating that this Lease and the Term shall expire and terminate on the date specified •in such notice which shall be at least ten (10) days after the giving of such notice, and upon the date specified in such notice this Lease and the Term and all rights of Tenant under this Lease, shall expire and terminate, and Tenant shall remain liable as hereinafter provided. (b) Upon any such expiration or termination of this Lease, Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord, upon or at any such expiration or termination, may without further notice, enter upon and reenter the PL and possess and repossess itself thereof, by force, summary proceedings or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the Premises without being liable to prosecution therefore, and may have, hold and enjoy the Premises and the rights to receive all rental income of and from the same. (c) No such expiration or termination of this Lease, or summary proceedings, abandonment or vacancy, shall relieve Tenant of its liability and obligation under this Lease, whether or not the Premises shall be relent, and Tenant covenants and agrees, in the event of any such expiration or termination of this Lease, or summary proceedings, abandonment or vacancy, to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the Vendors within several installments of Rent and other charges reserved as would, under the term of this Lease, become due and payable if this Lease had not so expired or been terminated, or if Landlord had not entered or reentered as aforesaid, and whether the Premises be relent or remain vacant ‘in whole or in part or for a period stipulated hereunder less than the remainder of the Term, and for the period during which whole thereof, up to but not exceeding the Purchaser remains amount of any deficiency then existing after giving due credit for any net proceeds of any reletting after deducting all of Landlord’s reasonable expenses in default. This will be without prejudice connection with such reletting, including reasonable attorneys’ fees; and any suit brought to collect the other rights amount of the Vendors hereunder. The Vendors deficiency for any month or other period shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without not prejudice in any way becoming liable the rights of Landlord to collect the Purchaser and upon the Vendors having entered into a contract for sale amount of the said Unit with deficiency for any new buyer subsequent month or buyersother period by similar proceeding. (d) In the event of an assignment by operation of law under the federal Bankruptcy Code, or any state or federal bankruptcy or insolvency law (including as a result of any of the events described in paragraph (a) (5) of this Section 21) and Landlord elects not to terminate this Lease under this Section 21, the Vendors assignee shall refund to provide Landlord with. adequate assurance of future performance of all of the Purchaser terms, conditions and covenants of this Lease, which shall include, but which shall not be limited to, assumption of all the xxxxxxx money paid terms, covenants and conditions of this Lease by the Purchaser to assignee and the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and making by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default assignee of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing following express covenants to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-Landlord: (i) That assignee has sufficient capital to pay the Purchaser shall have Rent and other payments and charges due under this Lease for the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction entire Term, and the extension thereof till the date of delivery of possession of the said Unit to the Purchaserthat assignee is not in default under any’ other lease or other agreement with Landlord; or in the alternative and (ii) to terminate the contract and claim refund That assumption of the amount of consideration paid this Lease by the Purchaser assignee will not cause Landlord to be in violation or breach of any provision in any other lease, financing agreement or operating agreement relating to the Vendors till then alongwith accrued interest as aforesaid, if anyShopping Center; and (iii) That such assignment and assumption by the assignee will not substantially disrupt or impair any existing tenant mix in the Shopping Center.

Defaults. The Purchaser In the event that (i) Tenant shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails fail to pay when and as due any payment of rent or of Additional Rent or any other amount payable by Tenant hereunder, or (ii) Tenant shall violate any other term, provision, covenant or condition of this Lease or shall neglect or fail to perform or to observe or comply with any of the Vendors other terms, conditions or covenants herein contained on Tenant's part to be performed or observed and Tenant shall fail to remedy the same within twenty (20) days after Landlord shall have sent Tenant written notice specifying such violation, neglect or failure, or (iii) this Lease or the period stipulated hereunder Demised Premises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or shall be taken upon or subject to any attachment at the instance of any creditor of or claimant against Tenant, and said attachment shall not be discharged or disposed of within thirty (30) days after the levy thereof; of (iv) Tenant shall abandon, vacate or desert the Demised Premises, or fail to continuously operate the Demised Premises for the period during which the Purchaser remains Permitted Use specified in default. This will be without prejudice to the other rights Article Fifth hereof; then in any one or more of the Vendors hereunder. The Vendors such events, Landlord shall have the discretion right, at its option, exercisable by sending written notice thereof to waive and/or reduce Tenant, to terminate this Lease, in which event Tenant agrees to immediately surrender to Landlord possession of the interest payable Demised Premises, without any notice to quit or demand for possession of the Demised Premises whatsoever, all statutory and other notice to quit or of intention to re-enter the same being hereby expressly waived by Tenant, and Tenant hereby grants Landlord full and free entrance to, into and upon the Demised Premises or any part thereof, to take possession thereof with or without process of law and to expel and remove Tenant or any other person occupying the Demised Premises or any part hereof, and Landlord may repossess itself of the same as if its former estate, but such entry shall not constitute trespass or forcible entry or detainer, nor shall it cause a forfeiture of rents due by virtue hereof nor waiver of any covenant, agreements or promises in this Lease contained to be performed by Tenant. If this Lease shall be terminated as aforesaid. 9.1 In case , the Purchaser commits default Demised Premises, or any part thereof, may be re-let by Landlord for the account and benefit of Tenant, for such rent and upon such terms and to such person or persons and for such period or periods as may seem fit to Landlord, and if a sufficient sum shall not be received form such reletting to satisfy the rent reserved in making this Lease, after paying the expense of reletting and collection, including reasonable commissions to agents and reasonable attorneys' fees, and any court costs, Tenant agrees to pay and satisfy any and all such deficiencies; but the acceptance of a lessee by Landlord in place of Tenant shall not operate as a release of Tenant from the performance of any covenant, promise or agreement herein contained, and the performance of any substitute tenant by the payment of rent, or otherwise, shall constitute only satisfaction pro-tanto of the consideration mentioned herein obligations of Tenant arising --------- hereunder. Any damages or in observing his covenants herein within time then in such eventdeficiencies, this agreement shall at the option of Landlord, may be recovered by Landlord in separate actions, from time to time, as Tenant's obligations to pay would have accrued if the Vendors stand terminated term had continued, or from time to time as said damages or deficiencies shall have been made more easily ascertainable by relettings of the Demised Premises, or any such action by Landlord may, at the option of Landlord, be deferred until the expiration of the term hereof. Notwithstanding anything to the contrary contained in this Lease, to the extent not expressly prohibited by applicable law, in the event of any default of Tenant under this Lease, Landlord at its sole option and rescinded discretion may terminate this Lease and/or Tenant's right to possession of the premises, and may accelerate and declare that all rentals and other amounts reserved for the Vendors entire remainder of the term hereof shall become entitled be immediately due and payable, in which event Tenant agrees to enjoy and/or transfer pay same on demand. If and to the said Unit extent Tenant makes the payments demanded by Landlord pursuant to any person without the preceding sentence (the "accelerated rent") and provided such payments are free of challenge by and are not recovered by Tenant's creditors, trustee or receiver in any way becoming liable creditor proceedings, then it is agreed that Landlord will refund to Tenant (to the Purchaser and upon extent only of said Accelerated Rent) any actual Net Re-Letting Proceeds (defined below) thereafter received by Landlord during the Vendors having entered into a contract for sale remainder of the said Unit with any new buyer or buyers, stated term of this Lease. The phrase Net Re-Letting Proceeds as used herein shall mean the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the total amount of rent and other consideration paid by the Purchaser any Replacement Tenants, less all Costs of Re-Letting, during a given period of time. "Costs of Re-Letting" shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs, maintenance, changes, alterations and improvements to the Vendors till then arising Premises, brokerage commissions, advertising costs, attorneys' fees, any customary free rent periods or credits, tenant improvement allowances, take-over lease obligations and other customary, necessary or appropriate economic incentives required to enter leases with Replacement Tenants, and costs of collecting rend from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.Replacement Tenants. The

Defaults. The Purchaser (a) Tenant's Defaults. Time is of the essence hereof, and in the event Tenant violates or breaches or fails to keep or perform any covenant, agreement, term or condition of this Lease, and if such default or violation continues or is not be remedied within five (5) business days (or, if no default in the payment of money is involved, then within ten (10) days, or if such breach cannot be cured within ten (10) days, then Tenant commences a cure within ten (10) days and thereafter diligently prosecutes such cure to completion) after notice in writing thereof is given by Landlord to Tenant specifying the matter claimed to be in default, or if Tenant abandons or vacates the Premises or any significant portion thereof, Landlord, at its option, may immediately declare Tenant's rights under this Lease terminated, and reenter the Premises using such force as may be necessary, and repossess itself thereof, as of its former estate, and remove all persons and property from the Premises. Notwithstanding any such reentry, the liability of Tenant for the full payment of rent and other amounts owed hereunder or provided for herein shall not be extinguished for the balance of this Lease, and Tenant shall make good to Landlord any deficiency arising from a reletting of the Premises at a lesser rent, plus the reasonable costs and expenses of renovating, altering and reletting the Premises, including attorneys' fees or brokers' fees incident to Landlord's reentry or reletting. Tenant shall pay interest @18% per annum on all sums becoming due hereunder and any such deficiency each month as the amount thereof is ascertained by Landlord or, at Landlord's option, Landlord may recover, in addition to any other sums, the amount at the time of judgment by which the Purchaser fails to pay to the Vendors within the period stipulated hereunder unpaid rent for the period during which the Purchaser remains in default. This will be without prejudice to the other rights balance of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors term after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on judgment exceeds the amount of consideration paid rental loss which Tenant proves could be reasonably avoided, discounted at the then Federal Discount Rate less five percent (5%). The calculation of any amount of rental loss which Tenant claims could be reasonably avoided shall take into account those sums which are reasonably anticipated to be expended by Landlord for tenant improvements, moving expenses, lease assumption costs, real estate commissions, and all other costs associated with reletting the Purchaser Premises. In reletting the Premises, Landlord may grant reasonable rent concessions and Tenant shall not be credited therefor. Nothing herein shall be deemed to affect the right of Landlord to recover for indemnification under Section 17 herein arising prior to the Vendors till then arising from the date termination of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; this Lease, or for any other remedy at law or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyequity.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser If Tenant: (i) fails to pay when due any installment or other payment of Rent, or to keep in effect any insurance required to be maintained; or (ii) vacates or abandons the Premises; or (iii) becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary bankruptcy or an involuntary petition in bankruptcy is filed against Tenant which petition is not dismissed within sixty (60) days of its filing (or any of the events described in this clause (iii) occurs with respect to any guarantor of this Lease); or (iv) fails to perform or observe any of the other covenants, conditions or agreements contained herein on Tenant’s part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord; or (v) if the interest of Tenant under this Lease shall be offered for sale or sold under execution or other legal process or if Tenant makes any transfer, assignment, conveyance, sale, pledge, disposition of all or a substantial portion of Tenant’s property, then any such event or conduct shall constitute a “default” hereunder. If Tenant shall file a voluntary petition pursuant to the Vendors United States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the “Bankruptcy Code”), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant pursuant to the Bankruptcy Code and said petition is not dismissed within thirty (30) days after such filing, or if a receiver shall be appointed for its business or its assets and the period stipulated hereunder appointment of such receiver is not vacated within thirty (30) days after such appointment, or if it shall make an assignment for the period during which the Purchaser remains in default. This will be without prejudice to the other rights benefit of its creditors, then Landlord shall have all of the Vendors hereunder. The Vendors shall have rights provided for in the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment event of nonpayment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to Rent. If any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the alleged default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of Landlord hereunder occurs, Tenant shall give written notice to Landlord in the Vendors manner herein set forth and shall afford Landlord a reasonable opportunity to construct the said Unit even within cure any such extended period then and only in default. In addition, Tenant shall send notice of such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid default by the Purchaser certified or registered mail, postage prepaid, to the Vendors till then arising from the date holder of expiry any Mortgage whose address Tenant has been notified of the period in writing, and shall afford such Mortgage holder a reasonable opportunity to cure any alleged default on Landlord’s behalf. In no event will Landlord be responsible for any damages incurred by Tenant, including but not limited to, lost profits or interruption of construction and the extension thereof till the date business as a result of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid any alleged default by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyLandlord hereunder.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights Sublessee further agrees that any one or more of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors following events shall be allowed automatically considered Events of Default as said term is used herein: A. Sublessee shall be adjudged an extension involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Sublessee asking reorganization of 6 Sublessee under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (six60) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising days from the date of expiry the entry or granting thereof; or B. Sublessee shall file, or admit the jurisdiction of the period of construction court and the extension thereof till material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws nor or hereafter amended, or Sublessee shall institute any proceedings for relief of Sublessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Sublessee shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Sublessee or any of the property of Sublessee; or D. Sublessee shall admit in writing its inability to pay its debts as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Sublessee shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of delivery entry or granting thereof; or G. Sublessee shall abandon the Premises during the Term hereof; or H. Sublessee shall default in any payment of possession Rent required to be made by Sublessee hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in writing to Sublessee; or I. Sublessee shall default in securing insurance or in providing evidence of insurance as set forth in Sections 7(F) or 11 of this Sublease or shall default with respect to lien claims as set forth in Section 18 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Sublessee; or J. Sublessee shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or K. Sublessee shall default in any of the said Unit other covenants and agreements herein contained to the Purchaser; or be kept, observed and performed by Sublessee, and such default shall continue for thirty (30) days after notice thereof in the alternative (ii) writing to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anySublessee.

Defaults. The Purchaser (a) If a default or event of default shall pay interest @18% per annum on occur under any Covered Facility (a "Defaulted Facility"), (i) each Lender Party party thereto agrees that it will (or will instruct its representative or agent under such Defaulted Facility to which it is a party, as applicable, to) promptly notify the Administrative Agent, and the Administrative Agent will promptly notify all sums becoming due hereunder Lender Parties under all of the Covered Facilities and which the Purchaser fails Collateral Trustee and (ii) from the Effective Date until the earlier of (1) the Termination Date and (2) a Bankruptcy Event, (A) each Lender Party other than, upon the occurrence and during the continuance of an Event of Default under the Facility Agreement or the Specified Facility, the Specified Facility Lender, agrees that it will refrain from exercising any right, remedy or power available to pay it (including, without limitation, rights of set-off (whether or not a default or event of default shall have occurred) or acceleration and the right to reduce or terminate commitments), and (B) each Lender Party agrees that it will refrain from directing the Collateral Trustee, the Administrative Agent, the Debt Coordinators or any other Person from taking any such action (including making claims under any guaranty), under such Defaulted Facility or the Loan Documents or applicable law related thereto, in either case, unless authorized to do so by the Required Lenders, acting through the Debt Coordinators. Notwithstanding the foregoing and notwithstanding any other provision of this Agreement or the Facility Agreement to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventcontrary, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have counterparties to the option either to claim interest @9% per annum from Equity Derivatives may terminate the Vendors Equity Derivatives, may sell shares of Group's stock, may accept Equity Derivative Notes and may exercise other rights and remedies under the terms of the Equity Derivatives as in effect on the Effective Date, including, without limitation, upon the occurrence of an Event of Default or Termination Event (as such terms are defined in the applicable Equity Derivative) or upon the occurrence of an Event of Default under the Facility Agreement; provided, however, that except for the rights set forth in Section 2.1(d)(iii) hereof, such counterparties' respective collection and enforcement rights with respect to any net amount owing by any Loan Party as a result of consideration paid by termination and settlement of the Purchaser Equity Derivatives shall be subject to the Vendors till then arising from the date of expiry of the period of construction limitations otherwise specified in this clause (a) and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) upon the occurrence and during the continuance of an Event of Default under either the Facility Agreement or the Specified Facility, the Specified Facility Lender may retain all payments made to terminate it by any Loan Party at such time in respect of any Obligations under the contract Specified Facility. EACH OF THE LENDER PARTIES ACKNOWLEDGES AND AGREES THAT, WITH RESPECT TO ANY COLLATERAL, IT SHALL HAVE NO RIGHT TO INDIVIDUALLY DIRECT THE COLLATERAL TRUSTEE, THE ADMINISTRATIVE AGENT, THE DEBT COORDINATORS OR ANY OTHER PERSON TO TAKE OR REFRAIN FROM TAKING ANY ACTION HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR UNDER ANY COVERED FACILITY OR UNDER APPLICABLE LAW, AND THAT ALL RIGHTS WITH RESPECT TO THE COLLATERAL SHALL BE VESTED SOLELY IN THE REQUIRED LENDERS ACTING THROUGH THE COLLATERAL TRUSTEE (AS INSTRUCTED BY THE DEBT COORDINATORS) AND OTHERWISE IN ACCORDANCE WITH THIS AGREEMENT. (b) In case the Administrative Agent, the Collateral Trustee or the Debt Coordinators shall have proceeded to enforce any right, remedy or power under this Agreement or the other Loan Documents and claim refund of the amount of consideration paid by proceeding for the Purchaser enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Vendors till Administrative Agent, the Collateral Trustee or the Debt Coordinators, then alongwith accrued interest as aforesaidand in every such case each Secured Party shall, if anysubject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder and under the other Loan Documents with respect to the Collateral and in all other respects.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser If Tenant: (i) fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the three (3) days after written notice any installment or other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of Monthly Rent, Taxes, Operating Expenses, or other Rent, or to keep in effect any insurance required to be maintained (except that Landlord shall only be required to give one (1) such notice in any calendar year with respect to Tenant's failure to pay Monthly Rent and/or Tenant's Share of Expenses, and after the consideration mentioned herein or in observing his covenants herein within time then first such notice is given any failure by Tenant in such eventcalendar year to pay Monthly Rent or Tenant's Share of Expenses within three (3) days when due shall itself constitute a default, this agreement shall at without the option requirement of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale notice from Landlord of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaserfailure); or in the alternative (ii) to terminate abandons the contract and claim refund Premises (Tenant's mere vacating of the amount Premises during the Term shall not constitute a default under this Lease so long as Tenant continues to pay Monthly Rent, Taxes, Operating Expenses, and other Rent due Landlord under this Lease, maintains the insurance coverage required of consideration paid it pursuant to this Lease and Tenant otherwise continues to perform its obligations under this Lease, and so long as Tenant provides Landlord with written notice of an alternate address for notices to Tenant under this Lease (other than the Premises) if such vacancy exceeds thirty (30) consecutive days); or (iii) assigns this Lease or subleases all or any portion of the Premises in violation of Article 16 above; or (iv) becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary bankruptcy or an involuntary petition in bankruptcy is filed against Tenant which petition is not dismissed within thirty (30) days of its filing, or a trustee or receiver is appointed to take possession of all or substantially all of Tenant's assets located at the Premises or of Tenant's interests in this Lease, where possession is not restored to Tenant within thirty (30) days; or (v) fails to perform or observe any of the other covenants, conditions or agreements contained herein on Tenant's part to be kept or performed and such failure shall continue for fifteen (15) days after notice thereof given by or on behalf of Landlord (or if the Purchaser noncompliance cannot by its nature be cured within the fifteen (15) day period, if Tenant fails to commence to cure such noncompliance within the fifteen (15) day period and thereafter diligently prosecute such cure to completion, and completes such cure within sixty (60) days thereafter), except that such fifteen (15) day period shall be shortened as set forth in Landlord's written notice to Tenant as Landlord reasonably determines is necessary if waiting for such fifteen (15) day period to expire would materially jeopardize the health, safety or quiet enjoyment of the Building or the Project by its tenants and occupants or cause further material damage or loss to Landlord or the Building or Project or result in any violation (or continuance of any violation) of any Law or result in any breach or default (or continuance of any breach or default) under any Mortgage; or (vi) if the interest of Tenant hereunder shall be offered for sale or sold under execution or other legal process, or if Tenant makes any transfer, assignment, conveyance, sale, pledge, disposition of all or a substantial portion of Tenant's property; then any such event or conduct shall constitute a "default" hereunder. In no event shall Landlord be deemed to be in default under this Lease unless Landlord fails to perform its obligations under this Lease, Tenant delivers to Landlord written notice specifying the nature of Landlord's alleged default, and Landlord fails to cure such default within thirty (30) days following receipt of such notice (or, if the default cannot reasonably be cured within such period, to commence action within such thirty (30)-day period and proceed diligently thereafter to cure such default). In addition, Tenant shall send notice of such default by certified mail, postage prepaid, to the Vendors till then alongwith accrued interest as aforesaidholder of any Mortgage whose address Tenant has been notified of in writing, if anyand shall afford the holder of any such Mortgage the period specified in Article 17 above to cure any alleged default on Landlord's behalf.

Defaults. The Purchaser Section 19.01. This Lease and the term and estate hereby granted are subject to the limitations that upon the occurrence, at any time prior to or during the Term, of any one or more of the following events (referred to as “Events of Default”): (a) if Tenant shall pay default in the payment when due of any installment of Base Rent or Additional Rent and such default shall continue for a period of five (5) days after written notice thereof is given by Landlord; or (b) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the payment of Fixed Rent and Additional Rent) and Tenant shall fail to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it will not subject Landlord to criminal liability but cannot be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days, or shall not thereafter diligently prosecute to completion all steps necessary to remedy such default; or (c) if Tenant’s interest @18% per annum on in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as may be expressly permitted under Article XXIV hereof; or (d) if Tenant shall fail to take possession of the Demised Premises within fifteen (15) days after the Term Commencement Date; or (e) if the Demised Premises shall become vacant or deserted; or (f) if any execution or attachment shall be issued against Tenant; or (g) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all sums becoming due hereunder and or any part of Tenant’s property; or (h) if, within sixty (60) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant’s property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property pursuant to which the Purchaser fails Premises shall be taken or occupied or attempted to pay be taken or occupied; then, in any of said cases, at any time prior to or during the Vendors within Term, of any one or more of such Events of Default, Landlord, at any time thereafter, at Landlord’s option, may give to Tenant a three (3) days’ notice of termination of this Lease (“Notice of Termination”) and, in the period stipulated hereunder for event such notice is given, this Lease and the period during which Term shall come to an end and expire (whether or not the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors Term shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and commenced) upon the Vendors having entered into a contract for sale expiration of said three (3) days with the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof same effect as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from if the date of expiry expiration of said three (3) days were the Expiration Date, but Tenant shall remain liable for damages as provided in Article XX hereof. Section 19.02. If Tenant becomes the subject debtor in a case pending under the Bankruptcy Code, Landlord’s right to terminate this Lease pursuant to this Article shall be subject to the rights of Tenant or the Trustee to assume or assign this Lease. Tenant or the Trustee shall not have the right to assume or assign this Lease unless Tenant or the Trustee, within thirty (30) days of the period Event of construction Bankruptcy (a) cures all defaults under this Lease, (b) compensates Landlord for monetary damages incurred as a result of such default, (c) provides “adequate assurance of future performance” and (d) complies with all provisions of this Section 19.02. (a) Landlord and Tenant hereby agree in advance that the extension thereof till the date phrase “adequate assurance of delivery of possession future performance”, as used in this Section 19.02, includes adequate assurance (a) of the said Unit to the Purchaser; or source of Rent and other consideration due under this Lease, and, in the alternative (ii) to terminate case of an assignment, that the contract financial condition and claim refund operating performance of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidproposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of Tenant and its guarantors, if any, as of the time Tenant became Tenant under this Lease; and (b) that any assumption or assignment of this Lease is subject to all the provisions hereof, and will not breach any such provisions contained in any other lease or financing agreement. (b) If Tenant is unable (a) to cure its defaults, (b) to reimburse Landlord for its monetary damages, (c) to pay when due the Rent due under this Lease, or any other payments required of Tenant under this Lease or (d) to meet the criteria and obligations imposed by Section 19.02 (a), then Tenant agrees in advance that it has not met its burden to provide adequate assurance of future performance, and this Lease may be terminated by Landlord in accordance with Section 19.01 above. Section 19.03. For the purposes of this Article, any notice required to be given by Landlord under the provisions of this Article may be given by either Landlord or by Landlord’s managing agent or attorneys.

Defaults. The Purchaser For purposes of this Lease, the following events shall pay interest @18% per annum on all sums becoming each constitute an "Event of Default": (1) Lessee shall fail to make any payment to Lessor or to third parties when due hereunder under this Lease and which the Purchaser fails such failure to pay shall continue for a period of ten (10) or more days after the due date thereof. (2) There shall occur any termination of, material alteration in the scope of the coverage of, or reduction in the maximum amounts payable under any insurance required to be maintained by Lessee pursuant to this Lease. (3) Any representation or warranty made by Lessee herein or by Lessee or any guarantor of Lessee's obligations to Lessor hereunder ("Guarantor") in any document or certificate furnished Lessor in connection herewith shall prove to be incorrect when made in any material respect. (4) Lessee or Guarantor shall fail to perform or observe any other covenant, condition, or agreement to be performed or observed hereunder or under any guaranty of this Lease and such failure shall continue unremedied for a period of thirty (30) days. (5) Lessee or any affiliate shall default in the Vendors within the period stipulated hereunder payment of, or other performance under, any obligation for payment or lease. Guarantor shall fail to pay and obligation for borrowed money, for the period during which deferred purchase price of property or for the Purchaser remains in default. This will be without prejudice to the other rights payment of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaidrent or hire (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise). 9.1 In case (6) There shall be entered any judgment, against Lessee or any Guarantor for the Purchaser commits default in making payment of the consideration mentioned herein money, which is final and not discharged, appealed or in observing his covenants herein bonded within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% thirty (twenty-five percent30) thereof as and by way of pre-determined compensation/liquidated damagesdays. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors (7) There shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) entered a decree or order for relief by a court having jurisdiction in respect of Lessee or any Guarantor in an involuntary case under any applicable federal, state or foreign bankruptcy, insolvency or other similar law as now or hereafter constituted (collectively, "Bankruptcy Laws"), or the Purchaser shall have appointing of a receiver, liquidator, or similar official ("Receiver") of Lessee or any Guarantor for a material portion of its assets, or ordering the option either to claim interest @9% per annum from winding-up or liquidation of its affairs and the Vendors on the amount continuance of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the any such decree or order remains unstayed and in effect for a period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; sixty (60) consecutive days, or in the alternative (ii) commenced by Lessee or any Guarantor a voluntary case under the Bankruptcy Laws, or the consent by it to terminate the contract and claim refund appointment of or taking possession by a Receiver for Lessee or any Guarantor or for a material portion of its assets or the making by it of any assignment for the benefit of creditors, or the admission by it of its insolvency or inability to pay its debts as they come due, or (iii) any seizure or attachment of a material portion of the amount assets of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyLessee or of any Guarantor which is not vacated or bonded within sixty (60) days.

Defaults. The Purchaser Debt shall pay interest @18% per annum on all sums becoming become due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of Mortgagee upon the Vendors stand terminated occurrence of any one of the following events: (a) if any portion of the Debt is not paid on the date the same shall become due and rescinded payable and such failure continues for five (5) days after Mortgagee delivers written notice thereof to Mortgagor; (b) if Mortgagor shall fail to pay or cause to be paid within twenty (20) days of written notice and demand by Mortgagee, any installment of any assessment against the Mortgaged Property for local improvements heretofore or hereafter laid, which assessment is or may become payable in annual or periodic installments and is or may become a lien on the Mortgaged Property, notwithstanding the fact that such installment may not be due and payable at the time of such notice and demand; (c) if any Federal tax lien is filed against Mortgagor or the Mortgaged Property and the Vendors same is not discharged of record within ninety (90) days; provided, however, Mortgagor shall become entitled have the right to enjoy and/or transfer contest, at its own expense, by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the said Unit to amount or validity of such tax lien, provided neither the Mortgaged Property nor any person part thereof or interest therein will in the opinion of Mortgagee be in danger of being sold, forfeited, terminated, lost or cancelled and, provided further, Mortgagor shall have either set aside adequate reserves or shall have furnished such security as may be required in the proceeding, or as may be reasonably required by Mortgagee; (d) if without the consent of Mortgagee any part of the Mortgaged Property or any interest therein is in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale manner further encumbered, sold, transferred or conveyed in violation of the said Unit with terms and provisions of Section 12 of this Mortgage, or if any new buyer Improvement or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% Equipment (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default except for normal replacement of the Purchaser then in such event, Equipment or the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid renovation and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by Improvements) is removed, demolished or materially altered; (e) if without the Vendors shall stand automatically extended by such consent of Mortgagee any Leases are made, cancelled or modified in violation of the terms and provisions of Section 8 of this Mortgage or if any portion of the Rents is paid for a period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated more than one (1) month in Part-III advance or if any of the Third Schedule hereunder writtenRents are further assigned; (f) if any representation or warranty of Mortgagor, then or of any person (hereinafter referred to as a "Guarantor") guaranteeing payment of the Vendors Debt or any portion thereof or performance by Mortgagor of any of the material terms of this Mortgage made herein or in any such guaranty, or in any certificate, report, financial statement or other instrument furnished in connection with the making of the Note, this Mortgage, or any such guaranty, shall be allowed automatically prove false or misleading in any material respect; (g) if Mortgagor or any Guarantor shall make an extension assignment for the benefit of 6 creditors; (sixh) months whereof without being liable if a court of competent jurisdiction enters a decree or order for relief with respect to Mortgagor or any penalty Guarantor under Title 11 of the United States Code as now constituted or interest during hereafter amended or under any other applicable Federal or state bankruptcy law or other similar law, or if such extended period and in case court enters a decree or order appointing a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of failure on the Mortgagor or any Guarantor, or of any substantial part of their respective properties, or if such court decrees or orders the Vendors winding up or liquidation of the affairs of Mortgagor or any Guarantor and such order or decree is not vacated within one hundred twenty (120) days of entry; provided, however, Mortgagee and its affiliates shall not be permitted to construct the said Unit even within such extended period then and only participate in such event-involuntary petition; (i) if Mortgagor or any Guarantor files a petition or answer or consent seeking relief under Title 11 of the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser United States Code as now constituted or hereafter amended, or under any other applicable Federal or state bankruptcy law or other similar law, or if Mortgagor or any Guarantor consents to the Vendors till then arising from institution of proceedings thereunder or to the date filing of expiry any such petition or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Mortgagor or any Guarantor, or of any substantial part of their respective properties, or if Mortgagor or any Guarantor fails generally to pay their respective debts as such debts become due, or if Mortgagor or any Guarantor takes any action in furtherance of any action described in this subparagraph; (j) if Mortgagor or other person shall be in default beyond any applicable grace or cure periods under the Note or under any other mortgage, instrument or document evidencing, securing or guaranteeing payment of the period of construction and the extension thereof till the date of delivery of possession Debt, in whole or in part; (k) if Mortgagor shall be in default beyond applicable grace or cure periods under any mortgage covering any part of the said Unit Mortgaged Property whether superior or inferior in lien to this Mortgage; (l) if the Purchaser; Mortgaged Property shall become subject (i) to any tax lien which is not released within sixty (60) days, other than a lien for local real estate taxes and assessments not due and payable, or in the alternative (ii) to terminate any mechanic's, materialman's or other lien and such lien shall remain undischarged or unbonded for forty-five (45) days after actual or constructive notice of such lien is received by Mortgagor; (m) if any claim of priority to the contract and claim refund lien of the amount Mortgage, whether by title, lien or otherwise, is consented to by Mortgagor or upheld by a court of consideration paid competent jurisdiction; (n) if Mortgagor shall continue to be in default under any of the other terms, covenants or conditions of this Mortgage or any of the other Loan Documents for five (5) days after notice from Mortgagee in the case of any default which can be cured by the Purchaser payment of a sum of money or for thirty (30) days after notice from Mortgagee in the case of any other default, provided that if such default cannot reasonably be cured within such thirty (30) day period and Mortgagor shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the Vendors till then alongwith accrued interest same, such thirty (30) day period shall be extended for so long as aforesaidit shall require Mortgagor in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred eighty (180) days (unless a condition exists which is beyond Mortgagor's control, in which case such period shall be extended for a period beyond such 180-day period as long as the Mortgaged Property and the value thereof is in no way jeopardized or threatened by such further extension); or (o) if anyMortgagor shall fail to comply with the environmental requirements set forth in Section 43 of this Mortgage.

Defaults. The Purchaser It is further covenanted and agreed that in case, at any time, default shall pay interest @18% per annum on all sums becoming due hereunder and which be made by Lessee in the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights payment of any of the Vendors hereunder. The Vendors rent herein specified upon the date the same shall have the discretion become due and payable, and such default shall continue for a period of fifteen (15) days after notice in writing of such default to waive and/or reduce the interest payable as aforesaid. 9.1 In said Lessee from Lessor; or in case the Purchaser commits of any default occurring in making payment relation to or in connection with any other of the consideration mentioned herein covenants, duties and obligations hereunder to be kept and performed by Lessee, and such default shall continue for thirty (30) days after similar written notice to Lessee; or if Lessee causes any lien to be placed against the premises and does not cure same within thirty (30) days after notice from Lessor to Lessee demanding cure; then, and in observing any of said events, Lessor at his covenants herein option may at once, or within time then six (6) months thereafter (but only during the continuance of such default or condition), terminate this lease by written notice to Lessee, whereupon this lease shall end, and Lessor may enter into and take possession of said demised premises either with or without process of law. Upon such entry, Lessor shall again have and repossess the premises the same as if this lease had not been made, and thereupon all obligations of the Lessor hereunder shall cease, without prejudice, however, to Lessor's right of action for arrears of rent or breach of this contract. In addition it is also agreed that upon Lessee's breach of the contract, Lessor may, at his option and as Lessee's agent, without terminating this lease, enter upon and rent premises at the best price obtainable by reasonable effort, without advertisement and by private negotiation and for any term Lessor deems proper; and in such event, this agreement Lessee shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming be liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove Lessor for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations deficiency, if any, between Lessee's rent hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III price obtained by Lessor on such reletting. Pursuit of any of the Third Schedule hereunder written, then the Vendors foregoing remedies shall not preclude pursuit of any other remedies provided by law. Any notice in this provision may be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty given by Lessor or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyhis attorney.

Defaults. The Purchaser (a) If Borrower or any Intermediate Manager shall pay interest @18% per annum default in the performance or observance of any material term, covenant or condition of any Intermediate Management Agreement or any Property Management Agreement on the part of Borrower or any Intermediate Manager to be performed or observed and such default shall not be cured after expiration of all sums becoming due hereunder applicable notice and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be cure periods, then, without prejudice to the limiting Lender’s other rights or remedies under the Loan Documents, and without waiving or releasing Borrower or Intermediate Manager from any of the Vendors hereunder. The Vendors its Obligations hereunder or under any Intermediate Management Agreement or any Property Management Agreement, Lender shall have the discretion right in the manner provided pursuant to waive and/or reduce the interest payable an Assignment of Property Management Agreement, but shall be under no obligation, to pay any sums or to perform any act as aforesaid. 9.1 In case the Purchaser commits default in making payment may be appropriate to cause all of the consideration mentioned herein or in observing his material terms, covenants herein within time then in and conditions of such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure Property Management Agreement on the part of the Vendors Borrower or Intermediate Manager, as applicable, to construct the said Unit even within such extended period then and only in such event-be performed or observed. (ib) If Borrower shall default in the Purchaser performance or observance of any material term, covenant or condition of any Franchise Agreement or the Beverage Concession Agreement on the part of Borrower to be performed or observed and such default shall not be cured after expiration of all applicable notice and cure periods, then, without limiting Lender’s other rights or remedies under the Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under any Franchise Agreement or the Beverage Concession Agreement, as applicable, Lender shall have the option either right in the manner provided pursuant to claim interest @9% per annum from an Assignment of Franchise Agreement and the Vendors Assignment of Beverage Concession Agreement, as applicable, but shall be under no obligation, to pay any sums or to perform any act as may be appropriate to cause all of the material terms, covenants and conditions of such Franchise Agreement or the Beverage Concession Agreement on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry part of the period of construction and the extension thereof till the date of delivery of possession of the said Unit Borrower to the Purchaser; be performed or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyobserved.

Defaults. The Purchaser occurrence of any of the following shall constitute a default ("Default") hereunder: (a) if Tenant defaults in the payment of rent (whether Base Rent or Additional Rent) or any other sum required to be paid pursuant to this Lease and if the default is not remedied within five (5) days after written notice thereof by Landlord to Tenant which notice shall satisfy, and not be in addition to, the notice requirement in Section 791 of the California Civil Code; or (b) if Tenant defaults in the prompt and full performance of any term, covenant or provisions of this Lease (except the other subparagraphs of this Section 13.1) and if such default is not remedied within twenty (20) days after notice thereof by the Landlord; provided, however, that if such default is susceptible of being cured but cannot by its nature be cured within twenty (20) days, then Tenant shall have such longer period as is reasonably necessary to cure such default provided Tenant has promptly commenced and is diligently pursuing such cure; or (c) if the leasehold interest of Tenant is levied upon under execution or is attached under process of law, which levy or attachment continues for a period of thirty (30) days; or (d) if Tenant shall generally not pay interest @18% per annum on all sums becoming its debts as they become due hereunder and which the Purchaser fails or shall admit in writing its inability to pay to the Vendors within the period stipulated hereunder its debts or shall make a general assignment for the period during which the Purchaser remains in default. This will be without prejudice benefit of creditors; or (e) if Tenant shall commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to the other rights bankruptcy, insolvency, reorganization or relief of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein debtors, or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction seeking appointment of a sum equivalent receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property; or (f) if any case, proceeding or other action against Tenant shall be commenced seeking to 25% have an order for relief entered against Tenant as debtor or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property, and such case, proceeding or other action (twenty-five percenti) results in the entry of an order for relief against Tenant which is not fully stayed within seven (7) days after the entry thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove or (ii) remains undismissed for the a period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser.sixty (60) days; or 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing (g) Tenant fails to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III provisions of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension Section 9.3 of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anythis Lease.

Defaults. The Purchaser Each of the following shall pay interest @18% per annum on be an “Event of Default” by Tenant and a material breach of this Lease: (a) Tenant shall fail to make any payment owed by Tenant under the Lease, as and when due, and where such failure is not cured within ten (10) business days after receipt of written notice to Tenant; and (b) Tenant shall fail to observe, keep or perform any of the terms, covenants, agreements or conditions under the Lease that Tenant is obligated to observe or perform, other than that described in Section 18(a) above, for a period of thirty (30) days after receipt of written notice to Tenant of said failure; provided however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default so specified within said thirty (30) day period and diligently prosecutes the same to completion, which extended period in no event shall exceed three (3) months. Landlord shall not be in default in the performance of any obligation required to be performed under this Lease unless Landlord has failed to perform such obligation within thirty (30) days after the receipt of written notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days is required for its performance, Landlord shall not be deemed in default if Landlord shall commence such performance within thirty (30) days and thereafter diligently pursues the same to completion. Upon an Event of Default by Tenant, the Landlord shall have the right, in addition to all sums becoming due hereunder other rights available to Landlord under this Lease or now or later permitted at law or in equity, to terminate this Lease by providing Tenant with a written notice of termination, in which event Tenant shall immediately surrender the Premises to Landlord, and which the Purchaser if Tenant fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be do so, Landlord may, without prejudice to the any other rights remedy which it may have for possession or arrearage in rent, enter upon and take possession of the Vendors hereunder. The Vendors shall have Premises and expel or remove Tenant and any other person who may be occupying the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein Premises or in observing his covenants herein within time then in such eventany part thereof, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for prosecution or any penalty claim or interest during such extended period damages therefor; and in case of failure on Landlord may recover from Tenant the part of the Vendors to construct the said Unit even within such extended period then and only in such event- following: (i) The worth at the Purchaser time of award of any unpaid Rent which had been earned at the time of such termination; (ii) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; (iii) The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; and (iv) All reasonable attorney fees incurred by Landlord relating to the default and termination of this Lease plus interest on all sums due Landlord by Tenant at the legal interest rate not to exceed ten percent (10%) per year (“Default Rate”). As used herein, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Landlord shall have the option either remedy described in Civil Code §1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to claim interest @9% per annum sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due. Upon an Event of Default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all persons and Tenant’s Personal Property from the Vendors on Premises, such property being removed and stored in a public warehouse or elsewhere at Tenant’s sole cost and expense. No removal by Landlord of any persons or property in the amount Premises shall constitute an election to terminate this Lease. Such an election to terminate may only be made by Landlord in writing, or decreed by a court of consideration paid competent jurisdiction. Landlord’s right of entry shall include the right to remodel the Premises and re-let the Premises. Rents collected by Landlord from any other tenant which occupies the Purchaser Premises shall be offset against the amounts owed to Landlord by Tenant. Tenant shall be responsible for any amounts not recovered by Landlord from any other tenant. Any payments made by Tenant shall be credited to the Vendors till then arising amounts owed by Tenant. No re-entry by Landlord shall prevent Landlord from later terminating the date of expiry Lease by written notice. The rights and remedies of the period parties as set forth herein are not exclusive, and Landlord or tenant may exercise any other right or remedy available to it under this Lease, at law or in equity. If either Landlord or Tenant commences or engages in, or threatens to commence or engage in, any action or litigation or arbitration against the other party arising out of construction and or in connection with the extension thereof till Lease of the date Premises, or the Building, including but not limited to, any action for recovery of delivery of any payment owed by either party under the Lease, or to recover possession of the said Unit to the Purchaser; Premises, or in the alternative (ii) to terminate the contract and claim refund for damages for breach of the amount of consideration paid by Lease, the Purchaser prevailing party shall be entitled to have and recover from the Vendors till then alongwith accrued interest as aforesaid, if anylosing party reasonable attorneys’ fees and other costs incurred in connection with and preparation for such action.

Defaults. The Purchaser (a) If Seller shall pay interest @18% per annum on all sums becoming due hereunder default in performance of its obligations under this Agreement beyond any applicable grace, notice or cure periods, then Buyer shall be entitled to (1) terminate this Agreement and which require that Seller cause the Purchaser fails return of the Deposit subject to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other any rights of Seller thereto as a result of any failure of Buyer to comply with the Vendors hereunder. The Vendors terms of this Agreement, in which event, except for those provisions expressly stated to survive the termination of this Agreement, the parties shall have no further rights or obligations hereunder, or (2) the discretion right to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment specific performance of the consideration mentioned herein or in observing his covenants herein within time then in such eventSeller’s obligations hereunder, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled with no right to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case (b) If, prior to the Vendors condones Closing, Buyer shall fail to purchase the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid Property when and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit as required by the Vendors this Agreement or shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing otherwise fail to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III any of the Third Schedule hereunder writtenterms of this Agreement, then Seller shall, as its exclusive remedy (except in the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of a failure on the part to comply with any of the Vendors provisions of Section 4 (Due Diligence Period) of this Agreement or any obligation of Buyer to construct indemnify, defend or hold any harmless), be immediately entitled to receive the said Unit even within Deposit, as liquidated damages for such extended period then and only in such event- (i) default, the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on parties agreeing that the amount of consideration paid by the Purchaser Deposit constitutes a reasonable estimation of Seller’s damages on account of such default. Except in the case of a failure to comply with any of the provisions of Section 4 (Due Diligence Period) of this Agreement, any obligation of Buyer to indemnify, defend or hold any harmless Seller or any Seller-Related Party, and any obligation or liability surviving or arising from and after the Closing, Seller’s sole recourse for payment based on a breach of this Agreement shall be to the Vendors till then arising from Deposit and not to any other assets or estate of Buyer. Seller shall not seek or obtain any money or other judgment based on a breach of this Agreement against any disclosed or undisclosed partner, principal, parent company, officer, director, shareholder or employee of Buyer or against the date assets or estate of expiry Buyer or any of the period assets or estate of construction and the extension thereof till the date of delivery of possession any of the said Unit foregoing persons. Nothing herein shall constitute a waiver or release of liability of any person or entity for tortious acts or omissions or other claims not based on a theory of breach of contract with respect to this Agreement. If, prior to the Purchaser; or in the alternative (ii) Closing, Buyer shall fail to terminate the contract and claim refund comply with any of the amount other terms of consideration paid by this Agreement, then, irrespective of any termination of this Agreement, the Purchaser Deposit which shall continue to be held in escrow as provided in this Agreement (or, as applicable, a separate escrow agreement to which Seller and Buyer shall be parties) as security for the payment of any damages and other sums that may be payable to Seller as a result of such non-compliance and shall be applied toward the payment of such damages and other sums when due. (c) Formal tender of the Deed and other instruments of assignment or transfer with respect to the Vendors till then alongwith accrued interest property is hereby waived as aforesaid, if anya condition to the assertion of any default or the pursuit of any remedy.

Defaults. The Purchaser Collateral Agent shall pay interest @18% per annum on all sums becoming due hereunder not be deemed to have knowledge or notice of the occurrence of any event or default (including any Default, Event of Default, SREC Pledge Trigger Event or any other default in connection with any Loan Documents) or any information or be required to act upon any event, default (including any Default, Event of Default, SREC Pledge Trigger Event or any other default in connection with any Loan Documents) or information (including the sending of any notice) unless a Responsible Officer of the Collateral Agent has received written notice of such event or default (including any Default, Event of Default or SREC Pledge Trigger Event) referring to this Agreement, describing such event or default (including any Default, Event of Default or SREC Pledge Trigger Event) and which stating that such notice is a “Notice of Default” (or, in the Purchaser fails case of a SREC Pledge Trigger Event only, a “Notice of SREC Pledge Trigger Event”). Absent such written notice, the Collateral Agent shall have no duty to pay ascertain whether any such event or default (including any Default, Event of Default, SREC Pledge Trigger Event or any other default in connection with any Loan Documents) shall have occurred. If a Responsible Officer of the Collateral Agent has actual knowledge of a Default, Event of Default or SREC Pledge Trigger Event or receives such a written Notice of Default or Notice of SREC Pledge Trigger Event, the Collateral Agent shall give prompt notice thereof to the Vendors within Administrative Agent and the period stipulated hereunder for Lenders. The Collateral Agent shall take such [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. action with respect to such Default, Event of Default or SREC Pledge Trigger Event as is provided in this Agreement and Article X (Events of Default; Remedies) of the period during which the Purchaser remains in default. This will be without prejudice Loan Agreement and, notwithstanding any other provision of this Agreement to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventcontrary, this agreement shall at the option of the Vendors stand terminated unless and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- until (i) the Purchaser Collateral Agent shall have the option either received a Remedies Direction, it shall refrain from taking any such action with respect to claim interest @9% per annum from the Vendors on the amount such Default or Event of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; Default or in the alternative (ii) the Collateral Agent shall have received a Remedies Direction or SREC Remedies Direction, it shall refrain from taking any such action with respect to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest such SREC Pledge Trigger Event, as aforesaid, if anyapplicable.

Defaults. The Purchaser Tenant shall pay interest @18% per annum on all sums becoming due hereunder and be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which the Purchaser Tenant is bound. If Tenant fails to pay rent when due, or perform any provision of this Lease, after not less than three (3) days written notice of such default given in the manner required by law, the Landlord, at his or her option, may terminate all rights of Tenant, unless Tenant, within said time, cures such default within 5 days (or any other obligation within 10 days) after written notice of such default is provided by Landlord to Tenant. When deemed necessary, Landlord may also elect to cure such default and the Vendors within the period stipulated hereunder for the period during which the Purchaser remains cost of such action shall be added to Tenant’s financial obligations under this Lease. All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as “additional rent”. The rights provided by this paragraph are cumulative in default. This will be without prejudice nature and are in addition to the any other rights of afforded by law. If Tenant abandons or vacates the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default property while in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then payment of rent, Landlord may consider any property left on the premises to be abandoned and may dispose of the same in any manner allowed by law. In the event the Landlord reasonably believes that such eventabandoned property has no value, it may be discarded. All property on the Purchaser shallpremises will be subject to a lien for the benefit of the Landlord securing the payment of all sums due, alongwith such dues and/or arrearsto the maximum extent allowed by law. In the event of a default by Tenant, pay interest Landlord may elect to: (a) continue the lease in effect and enforce all its rights and remedies, including the right to recover the rent as it comes due, provided that Landlord’s consent to assignment or subletting by the Tenant will not be unreasonably withheld; or (b) at any time, terminate all of Tenant’s rights and recover from Tenant all damages it may incur by reason of the breach of the lease, including the cost of recovering the premises, and including the worth at the rate mentioned in clause 9 hereinabove time of such termination, or at the time of an award if suit to be instituted to enforce this provision, of the amount by which the unpaid rent for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III balance of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on term exceeds the amount of consideration paid by such rental loss which the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyTenant proves could be reasonably avoided.

Defaults. The Purchaser 17.01 If (i) Tenant shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making the payment of Rent as and when due hereunder, (ii) Tenant shall default in fulfilling any other obligation, provision, condition or covenant of this Lease. and such default shall continue for a period of thirty (30) days after written notice thereof from Landlord specifying such default, (iii) the consideration mentioned herein Demised Premises shall become vacant or deserted, (iv) any natural person who is liable on any guaranty of any obligation of Tenant under this Lease shall die or become permanently disabled, or (v) any execution or attachment shall be issued against Tenant or any of its property whereupon the Demised Premises shall be taken or occupied or attempted to be taken or occupied by some one other than Tenant and the same shall not be bonded or dismissed or discharged as promptly as may be under circumstances then, and in observing his covenants herein within time then in any such event, this agreement Landlord may give ten (10) days notice of intention to end the Term, and then upon the expiration of said ten (10) days, the Term shall at expire as fully and completely as if that day were the option day definitely fixed herein for the expiration of the Vendors stand terminated Term, and rescinded Tenant shall quit and surrender the Demised Premises to Landlord, but Tenant shall remain liable as hereinafter provided. 17.02 If the notices provided in the above paragraph, if any, shall have been given and the Vendors Term shall become entitled expire as aforesaid, then Landlord may, pursuant to enjoy and/or transfer legal process, if any be applicable, re-enter the said Unit to any person without in any way becoming liable to Demised Premises, either by force or otherwise, and dispossess Tenant and the Purchaser and upon the Vendors having entered into a contract for sale legal representatives of Tenant, or other occupants of the said Unit with any new buyer Demised Premises, by summary proceeding or buyersotherwise, and remove their effects and hold the Vendors shall refund Demised Premises as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to the Purchaser the xxxxxxx money paid by the Purchaser re-enter or to the Vendors after deduction of a sum equivalent institute legal proceedings to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damagesthat end. 9.2 17.03 In case the Vendors condones the default of the Purchaser then in such eventdefault, the Purchaser shallre-entry, alongwith such dues and/or arrearsexpiration and or dispossess by summary proceedings or otherwise, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser Rent shall become due thereupon and be paid up to the time of such reentry, dispossess or expiration, together with such expenses as Landlord may incur for legal expenses, reasonable attorneys' fees, brokerage and/or putting the Demised Premises in such condition as Landlord may determine is advisable or necessary good order for re-rental, (ii) Landlord may re-let the Demised Premises or any part or parts thereof, either in its own name or otherwise, for a term or terms which may, at its option, be shorter or longer than the period which would otherwise have constituted the remainder of the Term of this Lease to such extent as Landlord, in Landlord's reasonable judgment, considers advisable and necessary to re-let the same; and (iii) Tenant, or its successors, shall also pay Landlord, any deficiency between the Rent, and the net amount, if any, of the rents collected on account of the lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the remainder of the Term together with the full amount of any tenant improvement allowances provided by Landlord to Tenant, the full value of any tenant improvements made by Landlord for the benefit of Tenant, and the sum of any leasing commissions paid by Landlord in connection with the Lease, each calculated without regard to principles of depreciation or amortization. Any such deficiency shall be paid in monthly installments on the first day of each calendar month, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. 17.04 Whether or not Landlord shall have collected any monthly deficiency as aforesaid, Landlord shall be entitled, at its option, to elect to recover from Tenant, and in such event Tenant shall pay to Landlord on demand in lieu of any further such deficiency, as liquidated damages, a sum calculated as follows: the excess, if any, of (i) the aggregate Rent which would have been payable by Tenant under this Lease (conclusively presuming the Additional Rent to be at the same rate as was payable for the twelve (12) months immediately preceding such re-entry by Landlord) for the period commencing with the last date to which Rent was paid (less any such deficiency collected) and ending on the date set for the expiration of the Term had this Lease not been terminated or Landlord not re-entered the Demised Premises, over (ii) the aggregate rental value of the Demised Premises for the same period, both discounted to their present value at four percent (4%) per annum. Nothing herein shall be construed as limiting the recovery by Landlord against Tenant of any sum or damages to which, in addition to the deficiency or damages described above, Landlord may be entitled by reason of any default of Tenant under this Lease prior to such re-entry. 17.05 Landlord, at its option, may make such alterations in the Demised Premises as in Landlord's judgment are advisable or necessary for the purpose of re-letting the Demised Premises, and the making of such alterations shall not operate or be construed to release Tenant from any liability hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof: Landlord shall have the option either to claim interest @9% per annum from the Vendors on the amount right of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction injunction and the extension thereof till right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy in law or equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the date event of delivery Tenant being evicted or dispossessed, for any cause, or in the event of Landlord obtaining possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund Demised Premises by reason of the amount violation by Tenant of consideration paid any of the covenants and conditions of this Lease or otherwise. Landlord will use commercially reasonable efforts to mitigate its damages upon a default by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyTenant under this Lease.

Defaults. The Purchaser Any obligation of Lender hereunder shall pay interest @18% per annum on all sums becoming terminate -------- without further notice or demand, at Lender's option, upon the occurrence of any of the following which shall hereafter be referred to as "Events of Default": (a) Failure by Borrower to make any payment due hereunder and which under this Agreement or the Purchaser fails to pay other Loan Documents within fifteen (15) days of the date when it is due. (b) Absent a specific grace or curative period to the Vendors within contrary, failure in the due, prompt and complete observance or performance of any material condition, covenant or obligation of Borrower or Guarantor set forth in any Loan Document for a period stipulated hereunder for of thirty (30) days after Lender's giving of written notice to Borrower or Guarantor of the period during which the Purchaser remains occurrence of such default. (c) Any default (after expiration of applicable grace period) by Borrower or Guarantor under any agreement or any instrument delivered in default. This will be without prejudice connection therewith relating to the other rights Loan. (d) Any representation or warranty or omission by Borrower or Guarantor to Lender concerning Borrower or Guarantor shall be false or misleading in any material respect; or any omission, representation or warranty with respect to the Premises, or any omission, warranty or representation of Borrower or Guarantor contained herein or otherwise proves to be false or misleading in any material respect. (e) The making of any order or entry of any decree in a court of competent jurisdiction enjoining or prohibiting Borrower or Lender or either of them from performing their covenants, obligations or conditions contained herein and such proceedings are not discontinued or such order or decree is not vacated within sixty (60) days after the making or granting thereof. (f) If Borrower neglects, fails or refuses to keep in force and effect any permit or approval with respect to the operation of the Vendors Premises, which permit or approval is necessary to operate the Premises in compliance with applicable law, or any policy or policies of insurance or title insurance or any undertakings required hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percentg) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- If (i) the Purchaser shall have Borrower files a petition with a United States Bankruptcy Court seeking relief under any Chapter of the option United States Bankruptcy Code; or (ii) a case is commenced upon the filing of a petition against the Borrower in a United States Bankruptcy Court seeking relief under any Chapter of the United States Bankruptcy Code unless either to claim interest @9% per annum from the Vendors on petition is withdrawn or the amount of consideration paid by the Purchaser to the Vendors till then arising from proceeding dismissed within sixty (60) days after the date of expiry the commencement of the period proceeding or an order is entered by the Bankruptcy Court granting Lender adequate protection (within the meaning of construction 11 U.S.C. Sections 361 and 362) to the extension thereof till Lender to the date of delivery of possession full extent of the said Unit to the PurchaserLoan; or (iii) the Borrower's interest in the alternative Land and Improvements is sold under attachment, execution or similar legal process; or (iiiv) to terminate a court of competent jurisdiction orders the contract and claim refund appointment of a Trustee, receiver or liquidator of the amount Premises or of consideration paid by any part thereof or of or for the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.Borrower and such order or appointment shall not have been removed or resolved within sixty (60) days of such order; or

Defaults. The Purchaser 15.1 If Licensee fails to make any payment due hereunder, (a) Licensee shall pay interest @18% per annum on all sums becoming the unpaid balance thereof from and including the date such payment becomes due hereunder and which until the Purchaser fails to pay date the entire amount is paid in full at a rate equal to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains prime rate being charged in default. This will be without prejudice to the other rights New York, New York, by Citibank, N.A. as of the Vendors hereunder. The Vendors close of business on the date the payment first becomes due plus percent ( %), and (b) if such default shall continue uncured for a period of fifteen (15) days thereafter, Licensor shall have the discretion right to waive and/or reduce terminate this Agreement forthwith by written notice thereof to Licensee. If Licensee discontinues the manufacture and distribution of Articles for a period of sixty (60) or more days, if it exports Articles from the Territory or if it defaults on any obligation which is secured by a security interest payable in any Articles, Licensor shall have the right to terminate this Agreement forthwith by written notice thereof to Licensee. If Licensor fails or if Licensee otherwise fails to perform any of the terms, conditions, agreements or covenants in this Agreement on its part to be performed and (i) such default is not curable, or (ii) such default is curable but continues uncured for a period of fifteen (15) days after notice thereof has been given to the defaulting party in writing by the other party or (iii) such default is curable, but not within fifteen (15) days, and the defaulting party is not diligently taking all steps necessary to cure the default as aforesaidpromptly as practicable, the other party, at its sole election, may terminate this Agreement forthwith by written notice thereof to the defaulting party. 9.1 (a) In case the Purchaser commits default event that Licensee files a petition in making payment bankruptcy, is adjudicated a bankrupt or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy if filed against it or it becomes insolvent or makes an assignment for the benefit of its creditors or a custodian, receiver or trustee is appointed for it or a substantial portion of its business or assets, this Agreement shall terminate automatically and forthwith. (b) No assignee for the benefit or creditors, custodian, receiver, trustee in bankruptcy, sheriff or any other officer of the consideration mentioned herein court or in observing his covenants herein within time then in such event, official charged with taking over custody of Licensee's assets or business shall have any right to continue this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled Agreement or to enjoy and/or transfer the said Unit to any person without exploit or in any way becoming liable use the Licensed Xxxx if this Agreement terminates pursuant to paragraph 15.2 (a) above. (c) Notwithstanding the provisions of paragraph 15.2 (b) above, in the event that, pursuant to the Purchaser Bankruptcy Code or any amendment or successor thereto (the "Code"), a trustee in bankruptcy of Licensee or Licensee, as debtor, is permitted to assume this Agreement and does so and, thereafter, desires to assign this Agreement to a third party, which assignment satisfies the requirements of the Code, the trustee or Licensee, as the case may be, shall notify Licensor of same in writing. Said notice shall set forth the name and address of the proposed assignee, the proposed consideration for the assignment and all other relevant details thereof. The giving of such notice shall be deemed to constitute the grant to Licensor of an option to have this Agreement assigned to it or to its designee for such consideration, or its equivalent in money, and upon such terms as are specified in the notice. The aforesaid option may be exercised only by written notice given to the trustee or licensee, as the case may be, by Licensor within fifteen (15) days after Licensor's receipt of the notice from such party, or within such shorter period as may be deemed appropriate by the court in the bankruptcy proceeding. If Licensor fails to give its notice to such party within the said exercise period, such party may complete the assignment referred to in its notice, but only if such assignment is to the entity named in said notice and for the consideration and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors terms specified therein. Nothing contained herein shall be allowed automatically an extension of 6 (six) months whereof without being liable for deemed to preclude or impair any penalty or interest during such extended period and rights which Licensor may have as a creditor in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyany bankruptcy proceeding.

Defaults. The Purchaser 4.1 Borrower shall pay interest @18% per annum on all sums becoming be considered in default hereunder in each instance that (a) Borrower fails to make any payment within ten (10) days after it is due hereunder and which under the Purchaser Note or Mortgages; (b) Borrower fails to pay any other sum within ten (10) days after it is due under the Loan Documents; (c) Borrower fails to perform according to the Vendors within terms of this Agreement or any of the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice Loan Documents other than with respect to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein principal, interest, or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable other sums payable pursuant to the Purchaser and upon Loan Documents; (d) if a foreclosure action is instituted against the Vendors having entered into Property or a contract for sale Notice of the said Unit with Lis Pendens is recorded covering all or any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors Property which is not released or discharged within 20 days after Borrower receives notice of same; (e) Borrower shall cause or permit conditions to construct arise that, in the said Unit even within reasonable opinion of Lender, would materially impair the collateral for the Loan, or materially and adversely affect the value thereof such extended period then that the 80% loan to value ratio is not maintained; (f) Borrower shall fail, neglect or refuse to perform any of Borrower’s promises or agreements hereunder or breach any promise, covenant, warranty or agreement made in the Loan Documents; (g) it shall appear that the Property is in violation of any covenants, restrictions, codes or zoning ordinances affecting the Property, and only Borrower is unable to promptly resolve the same to the satisfaction of the persons or authorities claiming such violation; (h) Borrower or any Guarantor shall become insolvent, or if there is filed a voluntary or involuntary petition in such event- bankruptcy against Borrower or any Guarantor, or if a conservator or trustee is appointed for the assets of Borrower or any Guarantor, or an assignment for the benefit of creditors is made by Borrower; (i) the Purchaser shall have entry of a judgment against Borrower in excess of $250,000.00 or is a lien against the option either Property and is not discharged of record within 45 days after the Borrower receives notice that a judgment is recorded so as to claim interest @9% per annum from constitute such a lien; (j) the Vendors on issuance of any writ of attachment or writ of garnishment, or the amount filing of consideration paid by any lien, against any property of Borrower or any Guarantor; (k) the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery taking of possession of any substantial part of the said Unit property of Borrower or any Guarantor at the instance of any governmental authority; (l) the dissolution, merger, consolidation or reorganization of Borrower or any Guarantor without Lender’s prior written consent (other than the proposed merger of Eagle Supply Group, Inc. into Gulfco and of Gulfco into Gulfside); (m) any representation or warranty of Borrower or any Guarantor under the Loan Documents is false or misleading in any material respect; or (n) a default of any other loan or indebtedness owing by Borrower or any Guarantor, other than Gulfside Supply, Inc. or Gulfco Acquisition, Inc., to Lender, whether presently existing or hereafter made during the term of the subject Loan, which default is not cured upon the expiration of applicable cure periods. In the event of any of the foregoing, Borrower shall be considered in default hereunder, provided, however, that as to all events of default enumerated above besides “a”, “b”, “and “i” (defaults under which shall not be subject to any cure period), Borrower shall have 45 days after notice from Lender to cure the noticed default and to deliver evidence of such cure satisfactory to Lender. Subject only to the Purchaser; foregoing notice and cure period, if applicable, upon the occurrence of any event of default so enumerated, Lender, at its sole option, in its sole discretion, without prejudice to any other right or remedy Lender may have as a matter of law, and separately or in any combination to the alternative extent permitted by applicable law, may: (iia) Declare all sums evidenced by the Note and secured by the Mortgages, and all sums due hereunder, to terminate be immediately due and payable and, unless the contract same are paid forthwith upon Lender’s demand, may exercise all of Lender’s rights and claim refund remedies under the Loan Documents including, without limitation, foreclosing the Mortgages; (b) Draw upon any letter of credit or other security that has been pledged to Lender as collateral for the Loan; (c) Enter upon and take possession of the amount Property, employ watchmen to protect the Property from injury. The remedies of consideration paid by Lender enumerated above are cumulative to and not in limitation of Lender’s other remedies set forth in this Agreement and in the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyother Loan Documents.

Defaults. The Purchaser occurrence of any of the following events shall pay constitute a default hereunder: (a) the Borrower shall default in the payment of principal of or interest @18% per annum on all sums becoming the Note or any other obligation to Lender as and when the same shall be due and payable and, in the case of an interest payment default, such default shall continue for five (5) Business Days after the date such interest payment was due, or the Borrower shall fail to perform or observe any other covenant, agreement, term, provision, undertaking or commitment under the Note or this Loan Agreement which remains uncured for ten (10) Business Days after the delivery to the Borrower of written notice that the Borrower is in default hereunder and which or thereunder; (b) The breach of or failure to perform promptly any obligation or covenant set forth in this Agreement or the Purchaser fails Note unless otherwise approved in advance by Lender. (c) The suspension of business, insolvency, failure generally to pay to debts as they became due, or the Vendors within the period stipulated hereunder for the period during which the Purchaser remains commission of any act constituting or resulting in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In a business failure, in each case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors business of Borrower; the concealment or removal of any substantial portion of Borrower’s property with the intent to construct hinder, delay or defraud any one or more creditors, or the said Unit even within such extended period then and only in such event-making of any other transfer which is fraudulent or otherwise voidable under the Bankruptcy Code or other applicable federal or state law; the existence or creation of any lien, including without limitation any tax or judgment lien, upon any substantial part of Borrower’s property; an assignment for the benefit of creditors; the commencement of any proceedings by or against Borrower (under the Bankruptcy Code or otherwise) seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the appointment of a receiver, trustee or custodian for Borrower or for the Collateral or a substantial part of the property of Borrower; or the institution by Borrower or any other person or entity of any liquidation, dissolution or reorganization proceedings with respect to Borrower; (id) The failure to effectively and promptly discharge, stay or indemnify against, to Lender's satisfaction, any lien or attachment against any of Borrower's property or the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; Collateral; (e) Any representation or warranty contained herein or in the alternative (ii) any other document delivered by or on behalf of Borrower to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.Lender shall be false or misleading when made;

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which occurrence of any one or more of the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This following events will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into deemed a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-Lessee: (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry The abandonment or vacating of the period of construction and Premises by Lessee. Unless Lessee otherwise notifies Lessor, the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative Premises will be deemed abandoned if Lessee does not occupy premises for twenty-five (25) consecutive business days. (ii) The failure by Lessee to terminate the contract make any payment of rent or additional rent or any other payment required to be made by Lessee hereunder, as and claim refund when due, where such failure continues for a period of five (5) business days after written notice thereof from Lessor to Lessee. (iii) The failure by Lessee to observe or perform any of the amount express covenants or provisions of consideration paid this Lease to be observed or performed by Lessee, other than as specified in Subparagraph 22(a) (i) or (ii) above, where such failure continues for a period of five (5) business days after written notice thereof from Lessor to Lessee. If the Purchaser nature of Lessee’s default is such that more than five (5) business days are reasonably required for its cure, then Lessee will not be deemed to be in default if Lessee commences such cure within such five (5) business days period and thereafter diligently pursues such cure to completion. (A) the Vendors till then alongwith accrued making by Lessee of any general assignment for the benefit of creditors; (B) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); (C) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest as aforesaidin this Lease, if anywhere possession is not restored to Lessee within thirty (30) days, or (D) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease where such seizure is not discharged within thirty (30) days.

Defaults. The Purchaser (a) Any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser be deemed an "EVENT OF DEFAULT" under this Lease: (i) if Tenant fails to pay make any payment of Rent on the due date thereof; or (ii) if Tenant breaches any other covenant of this Lease; or (iii) if Tenant becomes involved in a legal proceeding which results in the levy of execution on or the acquisition of Tenant's leasehold interest created hereunder by a trustee in bankruptcy, receiver, assignee or other legal officer appointed in any insolvency or creditors' proceedings; or (iv) if Tenant vacates, surrenders or abandons all or any part of the Premises; or (v) if any lien, judgment, writ, assessment, charge, attachment or execution is filed against Landlord's or Tenant's interest in the Lease or the Premises and/or the fixtures, improvements and furnishings located therein. (b) Upon the occurrence of any one or more Events of Default, Landlord may serve a written ten (10) day notice upon Tenant specifying the nature of said default and upon the expiration of said ten (10) day period, if Tenant has failed to remedy such Event of Default, then Landlord may serve a written three (3) day notice of cancellation of this Lease upon Tenant, and upon the Vendors within expiration of said three (3) day period, this Lease and the term hereunder shall end and expire as fully and completely as if the expiration of said three (3) day period stipulated hereunder were the day herein definitely fixed for the period during which end and expiration of this Lease and the Purchaser remains Term hereof and Tenant shall then quit and surrender the Premises to Landlord in default. This will the condition required hereunder, but Tenant shall remain liable as hereinafter provided. (c) If the notice provided for under Paragraph 19(b) above, shall be without prejudice to given, and the other rights of the Vendors hereunder. The Vendors Term hereof shall have the discretion to waive and/or reduce the interest payable expire as aforesaid. 9.1 In case the Purchaser commits default , then and in making payment of the consideration mentioned herein or in observing his covenants herein within time then in any such event, this agreement Landlord may, without notice, re-enter the Premises either by force or otherwise and dispossess Tenant by summary proceeding or otherwise, and may remove all persons, fixtures and chattels therefrom and Landlord shall at not be liable for any damages resulting therefrom and Tenant hereby waives the option service of notice of intention to re-enter, retake or commence legal proceeding to that end. Such re-entry and repossession shall not work a forfeiture of the Vendors stand terminated and rescinded Rent to be paid and the Vendors covenants to be performed by Tenant during the full Term of this Lease. Upon such repossession of the Premises, Landlord shall become be entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable recover, as liquidated damages and not as a penalty, a sum of money equal to the Purchaser present value of the Rent provided herein to be paid by Tenant to Landlord for the remainder of the Term, less the present value of the fair rental value of the Premises for said period, such present value to be computed in each case on the basis of a four (4%) percent per annum discount. Upon the happening of any one or more of the Events of Default, Landlord may repossess the Premises by forcible entry or detainer suit, or otherwise, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for) and without terminating this Lease, in which event Landlord may relet all or any part of the Premises for such rent and upon such terms as shall be satisfactory to Landlord (including the Vendors having entered into right to relet the Premises for a contract term greater or lesser than that remaining under the Term of this Lease or otherwise). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient. If Landlord does not relet the Premises, Tenant shall pay to Landlord on demand, as liquidated damages and not as a penalty, a sum equal to the amount of Rent herein to be paid by Tenant for sale the remainder of the said Unit with any new buyer Lease Term. If the Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, or buyersadditions, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% expenses therefrom (twenty-five percent) thereof as and including but not by way of pre-determined compensation/liquidated damageslimitation, reasonable attorneys' fees and brokers' commissions), to pay the remainder of the Rent to be paid by Tenant over the Lease term, Tenant shall pay to Landlord on demand any deficiency. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove (d) Suit or suits for the period recovery of default on all amounts remaining unpaid such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nonetheless nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term of this Lease would have expired or limit or preclude recovery by Landlord against Tenant of any sums or damages which, in addition thereto it is expressly agreed and declared that to the period stipulated in PART-III damages particularly provided above, Landlord may lawfully be entitled by reason of the THIRD SCHEDULE any default hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of Tenant. All the Vendors remedies hereinbefore given to construct the said Unit even within such extended period then Landlord and only all rights and remedies given to it at law and in such event- (i) the Purchaser equity shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction be cumulative and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyconcurrent.

Defaults. The Purchaser 14.01 Each of the following shall be deemed a default by the Lessee and a breach of this Lease: A. Lessee's failure to pay interest @18% per annum on all sums becoming due hereunder any installment of rent or to pay any additional rent, which failure persists after the expiration of fifteen (15) days from the date the Lessor gives written notice to the Lessee calling attention to the existence of that failure; B. Lessee's failure to observe or perform any of its obligations under the other terms, covenants or conditions of this Lease, which failure persists after the expiration of thirty (30) days from the date that the Lessor gives written notice to the Lessee calling attention to the existence of that failure, but, if the matter that is the subject of the notice is of such a nature that it cannot be reasonably corrected within thirty (30) days, then no default shall be deemed to have occurred if the Lessee promptly, upon the receipt of the notice, commences the curing of the default and diligently prosecutes the same to completion. However, if the default is one relating to a matter that exposes space occupants or the public to a danger to safety or health of which the Purchaser fails to pay public authorities have given due notice to the Vendors within Lessee, then such shorter notice to the Lessee, whether written or otherwise, shall be sufficient as the circumstances demand with the responsibility of the Lessee to take corrective measures forthwith. C. The adjudication of the Lessee in bankruptcy; the taking by the Lessee of the benefit of any other insolvency act or procedure, which term includes any form of proceeding for reorganization or arrangement or rearrangement under the Bankruptcy Code, as well as an assignment for the benefit of creditors; or the appointment of a receiver for the Lessee and such receiver remains undischarged for sixty (60) days. 14.02 Should the Lessee default as described in this Article 14, the Lessor at any time thereafter may, at its option, give the Lessee five (5) days' written notice of intention to end the term of this Lease and thereupon at the expiration of those five (5) days the term of this Lease shall expire as completely as if that date were the date definitely fixed in this Lease for the expiration of the term, and the Lessee will then quit and surrender the Demised Premises to the Lessor, but the Lessee shall remain liable as provided in this Article 14. 14.03 If the notice provided for in Section 14.02 shall have been given and the term of this Lease shall expire as described in that Section, or if the Lessee shall abandon the Demised Premises, or if the Lease shall be taken from the Lessee as a result of any execution against the Lessee in any proceeding in which the Lessee shall have no appeal or further appeal, then the Lessor may, without notice, re-enter the Demised Premises either by force or otherwise and dispossess the Lessee by summary proceedings or otherwise, and the Lessee or other occupant or occupants of the Demised Premises will remove their effects and hold the demised Premises as if this Lease had not been made, and the Lessee waives the service of notice of intention to re-enter or to institute legal proceedings to that end. In case of any default, re-entry, expiration or dispossess by summary proceedings or otherwise: A. Rent shall become due thereupon and be paid up to the time of that re-entry, dispossess or expiration, together with any expenses that the Lessor may incur for legal expenses and attorneys' fees, including those incident to the recovery of possession, brokerage and putting the Demised Premises in good order, or for preparing the same for re-rental; B. The Lessor may relet the Demised Premises or any part or parts thereof, either in the name of the Lessor or otherwise, for a term or terms that may, at Lessor's option, be less than or exceed the period stipulated hereunder for that would otherwise have constituted the period during which the Purchaser remains in default. This will be without prejudice to the other rights balance of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment term of the consideration mentioned herein this Lease and may grant commercially reasonable concessions or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person free rent without thereby in any way becoming liable to affecting the Purchaser and upon Lessee's liability for the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove rent payable under this Lease for the period of default on all amounts remaining unpaid concession or free rent; and C. The Lessee shall also pay the Lessor as liquidated damages for the failure of the Lessee to observe and nonetheless perform the Lessee's convenants any deficiency between the rent reserved in addition thereto it is expressly agreed this Lease and declared that the net amount, if any, of the rents collected by reason of the reletting of the Demised Premises for each month of the period stipulated in PART-III that would otherwise have constituted the balance of the THIRD SCHEDULE hereunder written for construction term of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaserthis Lease. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser In computing liquidated damages, there shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser be added to the Vendors till then arising from said deficiency any expenses that the date of expiry of Lessor may incur in connection with the period of construction and the extension thereof till the date of delivery recovery of possession of the said Unit premises and reletting, such as, but not limited to, legal expenses, attorneys' fees, brokerage, for keeping the Demised Premises in good order and for preparing the same for reletting to the Purchaser; or in extent not paid by the alternative Lessee pursuant to clause A above. (ii) Any such liquidated damages shall be paid in monthly installments by the Lessee on the rent day specified in this Lease and any suit brought to terminate the contract and claim refund of collect the amount of consideration paid the deficiency for any month shall not prejudice in any way the rights of the Lessor to collect the deficiency for any subsequent month by a similar action or proceeding. 14.05 The Lessor may make any alterations and decorations in the Demised Premises that the Lessor, in its sole judgment, considers advisable and necessary for the purpose of reletting the Demised Premises. The making of these alterations or decorations shall not operate or be construed to release the Lessee from any liability under this Article 14. 14.06 The Lessor shall in no event be liable and the Lessee's liability under this Article 14 shall not be affected or diminished in any way whatsoever for failure to relet the Demised Premises, or if the Demised Premises are relet, for failure to collect the rent thereof under such reletting. 14.07 In the event of a breach or threatened breach by the Purchaser Lessee of any of the covenants or provisions of this Lease, the Lessor shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary dispossess proceedings or other remedies were not provided in this Lease. Mention in this Lease of any particular remedy shall not preclude the Lessor from any other remedy, in law or in equity. 14.08 Any action taken by the Lessor under this Article 14 shall not waive any right that the Lessor would otherwise have against the Lessee for rent reserved in this Lease or otherwise, and the Lessee shall remain responsible to the Vendors till then alongwith accrued interest Lessor for any loss and/or damage suffered by the Lessor by reason of the Lessee's default or breach. The words "re-enter" and "re-entry" as aforesaid, if anyused in this Lease are not restricted to their technical legal meanings.

Defaults. a. The Purchaser occurrence of any of the following shall pay interest @18% per annum on all sums becoming constitute an “Event of Default” under this Lease by Xxxxxx, subject to the cure provisions herein, and provided Landlord uses reasonable, good faith efforts to mitigate its damages: i. The Rent or other sum due hereunder and which the Purchaser under this Lease is not paid when due (hereinafter referred to as a “Monetary Default”); ii. Tenant fails to pay fulfill or perform, or otherwise violates any other material obligation or term of this Lease (hereinafter referred to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaida “Nonmonetary Default”). 9.1 In case b. Upon the Purchaser commits default in making payment occurrence of the consideration mentioned herein an Event of Default, if such Event of Default is not cured within fifteen (15) days for a Monetary Default or in observing his covenants herein within time then in thirty (30) days for a Nonmonetary Default, after Xxxxxx’s receipt of written notice of such eventEvent of Default by Landlord to Tenant, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors Tenant shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period in default under this Lease and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser Landlord shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry do and perform any one or more of the period of construction following in addition to, and the extension thereof till the date of delivery of not in limitation of, any other remedy or right permitted by law or in equity, except as set forth herein: i. Landlord may take possession of the said Unit Property without advance notice, and without prejudicing Landlord's rights to damages. ii. Landlord may elect to cure any default and the actual and reasonable cost of such action shall be added to Tenant's financial obligations under this Agreement. iii. Landlord may terminate this Lease upon prior written notice to Tenant prior to the Purchaser; or in Lease Term and collect rent for the alternative (ii) period prior to terminate the contract and claim refund of the amount of consideration paid by the Purchaser termination thereof. iv. Xxxxxxxx’s remedies shall be limited solely to the Vendors till then alongwith accrued interest as aforesaidan action at law for monetary damages actually suffered, if any. In no event shall Landlord be entitled to restrain or otherwise interfere with the development, production, exhibition, promotion, distribution, advertising, and/or other exploitation of the Program. c. Tenant shall pay all actual reasonable costs, damages, and actual and verifiable expenses directly suffered by Landlord by reason of Tenant's defaults. d. In the event that Landlord fails to perform or violates any obligation or term of this Lease and fails to cure said default within twenty (20) days after written notice of such Event of Default by Tenant to Landlord, Landlord shall be in default under this Lease and Tenant shall have all rights and remedies available at law or in equity.

Defaults. 14.1 If Closing does not take place because of Buyer's default the Deposit shall be retained by Seller as agreed upon liquidated damages as Seller's sole remedy for such default, and thereupon this Agreement shall be null and void and of no further force or effect whatsoever (except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.7). The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder parties hereto expressly agree that Seller's actual damages in the event of a default by Buyer would be extremely difficult or impractical to ascertain and which that the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights amount of the Vendors hereunder. The Vendors Deposit represents the parties' reasonable estimate of such damages. 14.2 If Closing does not occur due to Seller's willful default or refusal to close despite Buyer's willingness to do so (such willingness includes waiver by Buyer of any uncured title objection properly made by Buyer under Section 6.1 except for those for which Seller had agreed to effectuate a Title Correction under the terms of Section 6) (such willful default or refusal being hereinafter referred to as a "Seller Default"), then Buyer, as its sole and exclusive right and remedy as a result of such Seller Default, may elect to either (i) cancel this Agreement, in which event (a) the Deposit shall be returned to Buyer, (b) Seller shall be liable and shall promptly reimburse Buyer for all reasonable out-of-pocket and third-party costs incurred by Buyer, including, without limitation, reasonable attorneys' fees and costs, provided reasonable evidence establishing such costs are provided to Seller, and also provided that in no event shall Seller be liable for more than Ninety Thousand and 00/100ths Dollars ($90,000.00) pursuant to this Section 14.2, and (c) no party shall have any further right or obligation hereunder (except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.7), or (ii) Buyer may enforce specific performance of this Agreement without any reduction or abatement of the discretion to waive and/or reduce the interest payable as aforesaidPurchase Price. 9.1 In case the Purchaser commits 14.3 If Closing should not occur for any reason whatsoever other than by reason of a default by Buyer or a Seller Default (including without limitation by reason of a material change in making payment any representation or warranty of the consideration mentioned herein Seller or in observing his covenants herein within time an uncured title objection properly made by Buyer under Section 6.1) which Buyer is not willing to waive, then in such event, event this agreement Agreement shall at the option of the Vendors stand terminated be and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyersbe deemed cancelled, the Vendors Deposit shall refund be returned to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as Buyer, and thereupon Buyer shall have no other right, by way of pre-determined compensation/liquidated damagesdamages or otherwise, against Seller notwithstanding the existence of any failure of representation, warranty, covenant, title or other Closing condition which is not the result of a Seller Default (provided that Buyer will remain liable on its obligations under Sections 4.2 and 15.7). 9.2 In case 14.4 Notwithstanding anything to the Vendors condones contrary contained in this Agreement, in the default event of the Purchaser then in such eventany litigation between Buyer and Seller arising from or relating to this Agreement, the Purchaser shallprevailing party, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed to and declared that the period stipulated not in PART-III limitation of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly any other rights and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder writtenremedies, then the Vendors shall be allowed automatically an extension entitled to receive immediate payment of 6 (six) months whereof without being liable for any penalty or interest during such extended period its reasonable attorneys' fees, expenses and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum court costs from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyother party.

Defaults. The Purchaser 1. After this contract comes into force, both Borrower and Lender shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser perform their obligations under this contract. Either party who fails to perform or fails to fulfill its obligations under this contract, shall bear corresponding responsibilities for its defaults. 2. If Borrower fails to perform any provision of this contract, then Lender has the right to take one or more of the following measures: (A) May cure the defaults within a definite time; (B) May stop releasing the unreleased loan under this contract; (C) May unilaterally decide the early due of debt in whole or in part; (D) May unilaterally terminate this contract, require Borrower to pay to the Vendors within the period stipulated hereunder off loan principal and interest whether due or undue, and pay or compensation for the period during relevant costs; (E) If the loan is overdue, then Borrow may require Borrower to pay the penalty interest for overdue; if Borrower misuses loan, then Lender may require Borrower to pay the penalty interest for misuse; Lender may require Borrow to pay compound interest for unpaid interest; (F) May require Borrower to add or replace guarantees, mortgage, pledge/pledge right; (G) May carry out or achieve any rights under the guarantee in respect of loan; (H) May withhold and collect loan principal and interest from any accounts opened by Borrower in Lender’s bank (except for those public welfare accounts, such as public accumulation fund, labor union fees,), or entrust deposit bank of Borrower account to withhold and collect loan principal and interest from such accounts, including but not limited to, loan principal and interest, the costs stipulated in this contract. If the sums in such account and loan are in different currencies, Lender is entitled to pay off loan principal and interest by conversion such sum into loan currency at the listed price for Lender to buy foreign exchange on the date Lender makes withholding and collection. (I) If Lender files litigation or arbitration to require Borrower to pay off loan principal and interest, then Borrower shall bear the costs incurred by Lender in achieving creditor’s right.; (J) Lender is entitled to seize or lien Borrower’s any movable or immovable, tangible or intangible property under the control and possession of Lender, or take other measures that Lender may deem appropriate; (K) Other measures provided under laws and regulations or this contract or that Lender may deem appropriate. 3. If Borrower suffers loss as a result of Lender’s failure to provide loan in accordance with the date and amount as agreed, Lender shall compensate Borrower for the direct economic losses arising therefrom. However, in no case Lender shall hold any compensation responsibility for any foreseeable or unforeseeable indirect losses suffered therefrom by the Borrower. 4. If the guarantor (namely the warrantor or mortgagor or xxxxxxx) under this contract commits one of the following acts, then Lender has the right to take measures in accordance with paragraph 2 of this Article: (A) The guarantor fails to perform the guarantee contract, or the guarantor’s credit deteriorates, or the occurrence of events which weaken the Purchaser remains in default. This will guarantee ability; (B) The mortgagor fails to perform mortgage contract, or mortgagor intentionally damages mortgage, or the value of mortgage may be without prejudice to or has been significantly reduced, or other events that may jeopardize the other mortgage rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-Lender; (iC) The xxxxxxx fails to perform pledge contract, or the Purchaser shall have value of pledge has been or may be significantly reduced, or the option either pledge rights must be exercised prior to claim interest @9% per annum from loan settlement, or other events that may jeopardize the Vendors on the amount pledge right of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyLender.

Defaults. The Purchaser (a) Each party hereto hereby agrees that it shall pay interest @18% per annum on all sums becoming due hereunder monies and which carry out all other duties and obligations agreed to be paid or performed by it pursuant to all of the Purchaser fails terms and conditions set forth and contained herein, and a default by any party in the covenants and obligations to pay be kept by it and performed pursuant to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will terms and conditions set forth and contained herein shall be without prejudice to the other rights an act of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaiddefault under this Agreement. 9.1 (b) In case the Purchaser commits default in making payment event of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of an alleged default by the Purchaser. 9.3 In case Trust with respect to any of the Purchaser duly terms and punctually complies with and/or is ready and willing to comply with all his obligations hereunder conditions hereof and the Vendors fail giving of written notice thereof to construct the said Unit within Trust by the period stipulated in Part-III of Operator, the Third Schedule hereunder written, then Trust shall take all steps necessary to cure such default as promptly and completely as possible and shall pay promptly upon demand to the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on Operator the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the total amount of consideration money or the reasonable equivalent in money of nonmonetary performance, if any, paid or made by the Purchaser Operator in order to cure any default by the Vendors till then arising Trust, together with interest on such money or the costs of nonmonetary performance at the Late Payment Rate from the date of expiry the expenditure of the period of construction and the extension thereof till such money or the date of delivery completion of possession such nonmonetary performance by the Operator to the date of such reimbursement by the Trust or such greater amount as may be otherwise provided herein. (c) In the event that the Trust shall dispute an asserted default by it, then the Trust shall pay the disputed payment or perform the disputed obligation, but may do so under protest. The protest shall be in writing and shall specify the reasons upon which the protest is based. Payments not made under protest shall be deemed correct. If such dispute is not settled on or before the ninetieth day following the date of the said Unit Trust’s protest by mutual agreement of the Trust and the Operator, the Trust shall be entitled to initiate an Arbitration Proceeding by notice to the Purchaser; Operator on or before the one hundred eightieth day following such protest. In the event that it is determined by an Arbitration Proceeding or otherwise that the Trust is entitled to a refund of all or any portion of a disputed payment or payments or is entitled to the reasonable equivalent in money of nonmonetary performance of a disputed obligation theretofore made, then, upon such determination, the Operator shall pay such amount to the Trust, together with interest thereon at the Overdue Rate at the time the determination is made from the date of payment or of the performance of a disputed obligation to the date of reimbursement. (d) Unless otherwise determined by agreement or final adjudication, as the case may be, in the event that a default by the Trust in the payment or performance of any obligation hereunder shall continue for a period of six months or more without having been cured by the Trust or without the Trust having commenced or continued action in good faith to cure such default, or in the alternative (ii) event that an act of default continues for a period of six months following agreement or final adjudication, as the case may be, that an act of default exists, and the Trust has failed to terminate cure such default or to commence such action during said six month period, then, at any time thereafter and while said default is continuing, the contract and claim refund Operator may, by written notice to the Trust, suspend the right of the amount Trust to receive all or any part of consideration paid the Capacity of the Facility, in which event the Trust shall be liable to the Operator for all costs incurred by the Purchaser to the Vendors till then alongwith accrued Operator, together with interest as aforesaid, if anyprovided in Section 7.5(b).

Defaults. a. If a Member does not timely contribute all or any portion of its required Capital Contribution under this Agreement (a "Shortfall"), the Company may exercise, on notice to that Member (the "Delinquent Member"), one or more of the following remedies: i. Taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Delinquent Member of the Shortfall, together with interest thereon at the Default Interest Rate (defined herein) from the date that the Shortfall was due until the date that it is made, all at the cost and expense of the Delinquent Member. The Purchaser Default Interest Rate shall pay interest @18% be a per annum rate equal to the prime interest rate at the largest bank in Nevada, established as provided in NRS 99.040 and as ascertained by the Nevada Commissioner of Financial Institutions, on the January 1 or the July 1, as the case may be, immediately proceeding the date of the foregoing notice to the Delinquent Member plus five (5) percentage points. ii. Permitting the other Members in proportion to their Units, or in such other percentages as they may agree (the "Lending Member(s)"), to advance the Shortfall, with the following results. A. The sum advanced constitutes a loan from the Lending Member(s) to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member, Any such loan shall not be treated as a loan to the Company and any interest accruing on such loan will not affect the income of the Company. However, if for any reason any such loan is characterized in a manner that is inconsistent with the previous sentence, any tax item attributable to the interest accruing on such loan shall be allocated solely to the Defaulting Member; B. The principal balance of the loan and all sums becoming accrued unpaid interest thereon is due hereunder and which payable in whole on the Purchaser tenth day after written demand therefor by the Lending Member(s) to the Delinquent Member. If the Defaulting Member fails to pay timely repay such loan together with accrued interest thereon after such written demand, the Units of the Defaulting Member shall be adjusted pursuant to Section 4.3(a)(iii) below; C. The amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Vendors within Lending Member(s); D. All distributions from the period stipulated hereunder for Company that otherwise would be made to the period during which Delinquent Member (whether before or after dissolution of the Purchaser remains Company) instead shall be paid to the Lending Member(s) until the loan and all interest accrued on it have been paid in default. This will full to the Lending Member(s) (with payments being applied first to accrued and unpaid interest and then to principal), Such payments shall in all other respects be without prejudice treated as if distributed to the Delinquent Member; E. The payment of the loan and interest accrued on it shall be secured by a security interest in the Delinquent Member's Membership Interest, as set forth in Section 4.3(b); and F. The Lending Member(s) have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member(s) may deem appropriate to obtain payment by the Delinquent Member of the Vendors hereunder. The Vendors shall have loan and all accrued and unpaid interest on it, at the discretion to waive and/or reduce cost and expense of the interest payable as aforesaidDelinquent Member. 9.1 In case iii. Adjusting the Purchaser commits default Units held by the Members in making payment a manner that reduces the Defaulting Member's Percentage Interest by the lesser of the consideration mentioned herein or in observing his covenants herein within time then in following: A. The aggregate amount of capital that would have been required from such eventDefaulting Member if no default had occurred (less any distributions representing a return of capital), this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid divided by the Purchaser to the Vendors after deduction aggregate amount of capital that would have been required from all Members if no default had occurred (all less any distributions representing a sum equivalent to 25% return of capital), multiplied by one hundred (twenty-five percent100); or B. The product of two (2) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 times (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (iI) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on Shortfall (or the amount of consideration paid the unpaid loan, including accrued and unpaid interest, in the case of an unpaid loan after a demand made pursuant to Section 4.3(a)(ii)(B)); divided by (II) the aggregate amount of capital contributed by the Purchaser to Members (less any distributions representing a return of capital); multiplied by (III) one hundred (100); iv. Adjusting the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid Units held by the Purchaser to Members in a manner as unanimously agreed upon by the Vendors till then alongwith accrued interest as aforesaid, if any.Members;

Defaults. The Purchaser Should Tenant breach any of the terms of this Lease, other than the covenant to pay rent or the provisions contained in the paragraph captioned "Insolvency or Assignment", Landlord shall pay interest @18% per annum on all sums becoming due hereunder give Tenant notice of such breach and which Tenant shall commence to cure such breach within thirty (30) days following the Purchaser giving of such notice and shall diligently proceed with and complete the curing of such breach within a reasonable time. If Tenant (a) fails to pay the rent herein reserved within 10 days of the due date therefor, and said rent remains unpaid for 72 hours after notice form Landlord to Tenant, (b) commits or suffers any act in violation of the Vendors within covenants contained in the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to paragraph captioned "Insolvency", or (c) breaches any of the other rights covenants or obligations of the Vendors hereunder. The Vendors shall have the discretion this Lease and fails to waive and/or reduce the interest payable cure such breach after notice as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventhereinabove provided, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser Landlord shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser terminate this Lease or to the Vendors till then arising from the date of expiry of the period of construction re-enter and the extension thereof till the date of delivery of take possession of the said Unit Demised Premises without terminating this Lease. If Landlord elects to re-enter and take possession without terminating this Lease, Landlord may relet the Purchaser; Demised Premises or any part thereof upon such terms and conditions as Landlord in the alternative (iiits sole discretion shall deem advisable. All rent received by Landlord as a result of such reletting shall be applied as follows: a) to terminate reimburse landlord for all expenses incurred in re-entering and reletting; b) To reimburse Landlord for cost of curing any breach of this Lease by Tenant, including Landlord's legal fee; c) To arrearages in rent due hereunder; d) Any remainder shall be retained by Landlord. Such re-entry shall not be deemed to relieve Tenant form any covenant contained in or any obligation arising out of this Lease, provided, however, that Landlord may itself perform or fulfill such covenant or obligation, and Tenant shall pay Landlord the contract cost of same upon demand. No re-entry or retaking of possession shall be deemed to constitute a termination of this Lease unless Landlord gives Tenant notice to that effect either prior to or subsequent to such re-entry or retaking of possession. Landlord shall be required to make all reasonable effort to relet the Demised Premises and claim refund to otherwise mitigate its damages. In the event that any advance rental has been paid hereunder, the entire amount thereof shall be retained by Landlord and applied the same as rent received by Landlord as a result of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anysuch reletting.

Defaults. The Purchaser following shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute events of Default hereunder: (a) Failure by Tenant to pay any rent or other sum payable hereunder on or before the date due; (b) Default by Tenant in the observance or performance of any of the other terms, covenants, agreements or conditions contained herein or in the rules and regulations incorporated herein; (c) Filing by the Tenant or any guarantor or surety with respect to this Lease of a voluntary petition in bankruptcy or a voluntary petition or answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Act, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or any action by the Tenant or any guarantor or surety with respect to the Vendors within Lease indicating its content to, approval of or acquiescence in, any such petition or proceeding; the period stipulated hereunder application by the Tenant or any guarantor or surety with respect to this Lease for or the appointment by consent or acquiescence of a receiver or trustee of the Tenant or any guarantor or surety with respect to this Lease or for all or a substantial part of its property; the making by the Tenant or any guarantor or surety with respect to this Lease or any assignment for the period during which benefit of its creditors; or the Purchaser remains in default. This will be without prejudice to the other rights inability of the Vendors hereunderTenant or any guarantor or surety with respect to this Lease, or the admission by the Tenant or any guarantor or surety with respect to this Lease of its inability, to pay its debts as they mature. (d) The filing of any involuntary petition against the Tenant or any guarantor or surety with respect to this Lease in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under the Bankruptcy Act, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or the involuntary appointment of a receiver or trustee of the Tenant or any guarantor or surety with respect to this Lease or for all or a substantial part of its property; or the issuance of attachment, execution or other similar process against substantial part of the property of the Tenant or any guarantor or surety with respect to this Lease and the continuation of any of such for a period of thirty (30) days undismissed, unbonded or undischarged. (e) The insolvency of Tenant or any guarantor or surety with respect to this Lease; or the withdrawal or revocation of any guaranty or suretyship agreement regarding this Lease. The Vendors Upon the occurrence or existence of any Event of Default, Landlord shall have the discretion option to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment exercise any or all of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-following remedies: (i) Terminate this Lease, in which event Tenant shall immediately surrender the Purchaser Premises to Landlord, but if Tenant shall fail to do so, Landlord may, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearages in rent or damages for breach of contract, enter upon the option either Premises and expel or remove Tenant and its effects, and Tenaxx xxxees to claim interest @9% per annum indemnify Landlord for all loss and damage which Landlord may suffer by reason of such Lease termination, whether through inability to relet the Premises, or through decrease in rent, or otherwise; (ii) Enter the Premises as the agent of the Tenant on Tenaxx'x xccount, and relet the Premises as the agent of the Tenant, and receive the rent therefor, and the Tenant shall pay the Landlord any deficiency that may arise by reason of such reletting, on demand at any time and from time to time at the Vendors on office of Landlord. This reletting is for the amount benefit of consideration paid by the Purchaser Tenant and does not relieve him of his obligations under the Lease whether or not notice of the reletting is given to the Vendors till then arising from the date of expiry Tenant. It is hereby agreed that this may be done without effecting a surrender of the period of construction and the extension thereof till the date of delivery of possession Premises; (iii) Refuse to accept a surrender of the said Unit Premises in which event the Landlord may allow the premises to remain idle and hold the Purchaser; or Tenant for rent, or, in the alternative (ii) to terminate the Landlord may sue for breach of contract and claim refund before the expiration of the term. (iv) Re-rent the Premises, calculate the amount by which the rent for the re-rented Premises is less than that provided by this Lease and immediately be entitled to such difference reduced to its then present value. The foregoing remedies of consideration paid Landlord shall not be exclusive but shall be cumulative and in addition to all other remedies now or hereafter allowed by law or elsewhere provided for. Nothing herein contained shall limit or prejudice Landlord's right to prove and obtain as liquidated damages arising out of any default or termination of this Lease the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anymaximum amount allowed by law.

Defaults. The Purchaser occurrence of any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute an "Event of Default": (a) The Borrower shall fail to pay any interest with respect to the Vendors Revolving Notes or the Term Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period stipulated of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in a principal amount not less than $60 million, shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $50,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which the Purchaser remains in default. This will be without prejudice to the other rights execution of the Vendors hereunder. The Vendors same shall have been stayed, appeal therefrom and cause the discretion execution thereof to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest stayed during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-appeal. (i) At any time after a Change in Control, the Purchaser shall have the option either Borrower fails to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry maintain at least one of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or in the alternative better) by Standard & Poor's Rating Group, or (iib) to terminate the contract and claim refund of the amount of consideration paid Baa3 (or better) by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyXxxxx'x Investor Service.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights Any one or more of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors following events shall be allowed automatically an extension “Events of 6 Default” by Tenant: A. Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (six60) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising days from the date of expiry the entry or granting thereof; or B. Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the period property of construction Subtenant; or shall admit in writing its inability to pay its debts as they become due; or the Premises are levied on by any revenue officer or similar officer; or a decree or order appointing a receiver of the property of Subtenant shall be made and the extension thereof till such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of delivery entry of possession granting thereof; or C. Subtenant shall make any payment of Monthly Rent or other sum required to be made by Subtenant hereunder within ten (10) days of when due; or D. Subtenant shall default in securing insurance or providing evidence of insurance required under this Sublease and either such default shall continue for ten (10) days after notice thereof in writing to Subtenant; or E. Subtenant shall, by its act or omission, cause a default under the said Unit to Prime Lease and such default is not cured within the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidtime, if any, permitted for such cure by the Prime Lease; or F. Subtenant shall default in any of the other covenants and agreements herein, and such default shall continue for thirty (30) days after notice thereof in writing to Subtenant.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 (a) In case the Purchaser commits Purchaser(s) commit/s default in making payment of the consideration mentioned consideration, extras and/or deposits or any installment/part thereof within time or commit/s any breach of the terms and conditions herein contained, then or in observing his covenants herein any of such events, the Vendor shall give a 30 days’ notice to the Purchaser(s) to pay the amounts under default or to rectify the breach. In case the Purchaser(s) fail/s and/or neglect/s to make the payment of the said amounts under default with applicable interest or to rectify the breach complained of within time then in such eventthe said period of 30 days, this agreement Agreement shall at the option of the Vendors Vendor stand terminated and rescinded and in the Vendors event of such termination and rescission the rights and claims, if any, of the Purchaser(s) against the Vendor, the Designated Unit and/or any appurtenances shall become stand extinguished without any right of the Purchaser(s) hereunder. In the event of cancellation, the Vendor shall be entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of forfeit a sum equivalent to 251% (twenty-five percentof the total sale consideration sum from the amount received by the Vendor and the entire Advocate fees until then payable by the Purchaser(s) thereof as and by way of pre- determined compensation and liquidated damages. The balance amount, if any, remaining with the Vendor out of the xxxxxxx money until then received by the Vendor from the Purchaser(s) shall become refundable by the Vendor to the Purchaser(s) without any interest and from out of the realization received by the Vendor upon transfer of the Designated Unit to any other interested Buyers. In case the xxxxxxx money until then received by the Vendor is insufficient to cover the said pre-determined compensation/compensation and liquidated damages, the sort fall shall be paid by the Purchaser(s) to the Vendor separately and within 7 days of the termination or recession of this Agreement by the Vendor. It is agreed that the pre-determined compensation and liquidated damages mentioned above has been mutually assessed by the Parties to be genuine pre-estimate of the damage expected to be suffered by the Vendor in the event mentioned hereinabove. Consequently, it will not be open to the Purchaser(s), at any time, to contend to the contrary. 9.2 (b) In case the Vendors Vendor condones the default of the Purchaser Purchaser(s) then and in such event, event the Purchaser Purchaser(s) shall, alongwith along with such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default @8% per annum on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaserunpaid. 9.3 (c) In case the Purchaser duly and punctually complies Purchaser(s) complies/comply with and/or is is/are ready and willing to comply with all his his/her/its/their obligations hereunder and the Vendors fail Vendor fail/s to construct the said Designated Unit within the period stipulated in Part-III of the Third Schedule hereunder writtenperiod, then the Vendors Vendor shall be automatically allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors Vendor to construct the said Designated Unit even within such extended period then and only in such event- (ievent, the Vendor would be liable to pay to the Purchaser(s) the Purchaser shall have the option either to claim interest @9@ 8% per annum from the Vendors on the amount total sum paid till that date to the Vendor else a monthly sum calculated @Rs. 1/- per Sq. ft. per month of consideration the carpet area of the said Unit for the period of delay beyond the extended grace period Provided That the Purchaser(s) shall be entitled at any time after the expiration of the extended grace period, to cancel the contract placed hereunder by a Notice in writing. In the event of such cancellation, the Vendor shall refund the entire xxxxxxx money until then paid by the Purchaser Purchaser(s) to the Vendors till Vendor with interest thereon @12% per annum within 15 days of such cancellation. (e) In the event of cancellation or withdrawal of applications(s) by the Purchaser(s) after the execution of this Agreement for Sale, then arising the Purchaser(s) will be liable to pay charge @15% of the amount received by the Vendor. (f) In case the Purchaser(s) decide/s to cancel the allotment execution of this Agreement for Sale, then forfeiture shall be @10% of the total consideration along with interest of @ 18% per annum on the due amount of installments for delay in payments. The balance amount shall be paid to the Purchaser(s) within 4 (four) months from the date of expiry cancellation by the purchaser(s) herein. (g) In case if the Purchaser(s) fail/s to execute this Agreement for Sale within prescribed period as specified or if the delay default in payment continuers for a period of 3 (three) months then the Vendor shall be entitled at its option to cancel this Agreement for Sale and forfeit and/or recover 1% of the period of construction total Sale Value and the extension thereof till interest for the date delay period in making the payment calculated at 18% per annum compounded monthly. (h) Nothing contained herein shall affect or prejudice the right of delivery of possession either Party to sue the other for Specific Performance of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund and/or damages for any default of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyother Party.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which Tenant agrees that upon the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one or more of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to following events that continues beyond any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the applicable cure period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors Tenant shall be allowed automatically an extension of 6 considered in default under this Lease (sixeach, a “Tenant Default”) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors as said term is used herein, that is to construct the said Unit even within such extended period then and only in such event-say, if: (ia) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Purchaser federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising been stayed pending appeal, vacated or set aside within sixty (60) days from the date of expiry the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the period of construction court and the extension thereof till material allegations contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or under laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or (d) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside or stayed pending appeal within sixty (60) days from the date of delivery entry or granting thereof; or (e) Tenant shall fail to make any payment of possession Rent or any other payment required to be made by Tenant hereunder when due as herein provided and such failure to pay shall continue for ten (10) days after written notice thereof from Landlord to Tenant; or (f) Tenant shall fail to keep, observe or perform any of the said Unit other covenants or agreements herein contained to be kept, observed and performed by Tenant, other than those referred to in the foregoing subparagraph (e) of this Section, and such default shall continue for thirty (30) days after written notice from Landlord to Tenant specifying such default and requiring that it be remedied, unless such default shall reasonably require a longer period to cure as agreed to in writing by the Parties, in which case Tenant shall not be deemed in default and shall have such agreed upon additional reasonable period of time as is necessary to cure such default provided Tenant commences the required performance promptly and thereafter diligently pursues and completes such action. Upon the occurrence of any one or more of such Tenant Defaults, Landlord may, at its election, terminate this Lease, or terminate Tenant’s right to possession only, without terminating this Lease. Upon termination of this Lease, or upon termination of Xxxxxx’s right to possession without termination of this Lease, Xxxxxx shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord. Upon termination of this Lease for a Tenant Default, Landlord shall be entitled to recover as damages, all Rent and other sums due and payable by Tenant on the date of termination, plus: (1) an amount equal to the Purchaservalue of the Rent and other sums provided herein to be paid by Tenant for the balance of the then-current Term hereof, less the fair rental value of the Amphitheater, Amphitheater Site and Premises and all other Improvements thereon for the balance of the then-current Term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including, if applicable, expenses hereinafter described relating to recovery of the Amphitheater and Premises, preparation for reletting and reletting itself); and, (2) the cost of performing any other covenants to be performed by Xxxxxx. If Landlord elects to terminate Tenant’s right to possession only, without terminating this Lease, Landlord may, at Landlord’s option, enter into the Amphitheater and Amphitheater Site and Premises, remove Tenant’s signs and other evidences of ownership or tenancy, and take hold and possession thereof as hereinabove provided, without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from Tenant’s obligations to pay the alternative Rent hereunder for the full Term or from any other of its obligations under this Lease. Landlord shall use good faith, commercially reasonable efforts to relet all or any part of the Amphitheater and Amphitheater Site and Premises for such rent and upon such terms as shall be reasonably satisfactory to Landlord (ii) including the right to terminate relet the contract Amphitheater and claim refund Amphitheater Site and Premises for a term greater or lesser than that remaining under this Lease Term). For the purposes of such reletting, Landlord may, at its sole cost, decorate or make any repairs, changes, alterations or additions in or to the Amphitheater and Amphitheater Site and Premises that may be necessary or convenient. If Landlord does not relet the Amphitheater and Amphitheater Site and/or Premises, Tenant shall pay to Landlord, on demand, damages equal to the amount of consideration the Rent, and other sums provided herein to be paid by Tenant for the Purchaser remainder of the then-current Lease Term less the fair rental value of the Amphitheater and Amphitheater Site and Premises and all other Improvements thereon for the balance of the then-current Term. If the Amphitheater and Amphitheater Site and/or Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such reletting (but excluding decorating, changes, alterations, additions or improvements) and the collection of the rent accruing therefrom (including, but not by way of limitation, attorney’s fees and broker’s commissions), to satisfy the Rent and other charges herein provided to be paid for the remainder of the then-current Lease Term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. Notwithstanding the foregoing or anything in this Lease to the Vendors till then alongwith accrued interest as aforesaidcontrary, if anyXxxxxxxx’s right to terminate this Lease (or Tenant’s right of possession hereunder) upon the occurrence of a Tenant Default shall only be available to Landlord in the event that all other remedies available to Landlord hereunder, or at law or in equity (including, without limitation, monetary damages, and any specific performance, self- help, injunctive and equitable remedies available at law or in equity) are inadequate to reasonably compensate Landlord for its actual damages due to such Tenant Default. Landlord hereby covenants and agrees to Tenant that Landlord will use its good faith, commercially reasonable efforts to mitigate its damages to the greatest extent reasonably possible in the event of any default by Tenant.

Defaults. The Purchaser (a) Upon the expiration of this Lease or termination of this Lease, by default or otherwise, Tenant shall pay interest @18% per annum quit and peacefully surrender the demised premises to Landlord, and Landlord, upon or at any such expiration or termination, may (i) without further notice, enter upon and reenter the demised premises and possess and repossess itself thereof, by summary proceedings or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the demised premises and may have, hold and enjoy the demised premises; or (ii) require that Tenant promptly remove all buildings and improvements on all sums becoming the demised premises and restore the demised premises as nearly as practicable to its pre-construction condition. If the landlord elects to enter upon the demised premises and possess and repossess the same, Tenant will convey such buildings and improvements to Landlord by quitclaim xxxx of sale. (b) If default shall be made by Tenant in the performance or compliance with any of the agreements, terms, covenants or conditions in this Lease provided, and such default shall continue for a period of thirty (30) days after written notice from Landlord to Tenant specifying the items in default, or in case of a default or contingency which cannot with due hereunder and which the Purchaser diligence be cured within said thirty (30) day period, Tenant fails to pay proceed within said thirty (30) day period to commence to cure the Vendors same and thereafter to prosecute the curing of such default with due diligence and within a period of time which, under all prevailing circumstances, shall be reasonable, then Landlord, at any time while such default shall continue after the period stipulated hereunder for expiration of such thirty (30) day period, may give written notice to Tenant specifying such event of default or events of default and stating that this Lease and the period during which term hereby demised shall expire and terminate on the Purchaser remains in default. This will be without prejudice to the other rights of the Vendors hereunder. The Vendors shall have the discretion to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then date specified in such eventnotice which date shall be at least ten (10) days after the giving of such notice, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale date specified in such notice, this Lease and the term hereby demised and all rights of Tenant under this Lease shall expire and terminate. (c) Simultaneously with the sending of the said Unit notice described in paragraph (b) of this Section 21 to Tenant, Landlord shall send a copy of such notice to any leasehold mortgagee and to any persons or parties having an interest in the demised premises that Tenant may select in writing from time to time. The curing of any default within the above time limits, or within the time limits provided in Section 18 hereof with respect to cure by a leasehold mortgagee, by any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such eventaforesaid parties or combination thereof, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period shall constitute a curing of any default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaserwith like effect as if Tenant had cured same hereunder. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if any.

Defaults. The Purchaser occurrence of any of the following shall pay constitute a default (“Default”) hereunder: (a) if Tenant defaults in the payment of rent (whether Base Rent or Additional Rent) or any other sum required to be paid pursuant to this Lease and if the default is not remedied within five (5) days after written notice thereof by Landlord to Tenant; or (b) if Tenant defaults in the prompt and full performance of any term, covenant or provisions of this Lease (except the other subparagraphs of this Section 13.1) and if such default is not remedied within thirty (30) days after notice thereof by the Landlord; provided, however, that if such default is susceptible of being cured but cannot by its nature be cured within thirty (30) days, then Tenant shall have such longer period as is reasonably necessary to cure such default provided Tenant has promptly commenced and is diligently pursuing such cure; or (c) if the leasehold interest @18% per annum on all sums becoming due hereunder and of Tenant is levied upon under execution or is attached under process of law, which the Purchaser fails levy or attachment continues for a period of thirty (30) days; or (d) if Tenant shall admit in writing its inability to pay to the Vendors within the period stipulated hereunder its debts or shall make a general assignment for the benefit of creditors; or (e) if Tenant shall commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property; or (f) if any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against Tenant as debtor or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against Tenant which is not fully stayed within seven (7) days after the entry thereof or (ii) remains undismissed for a period of thirty (30) days; or (g) if Tenant shall vacate or abandon the Leased Premises during which the Purchaser remains in default. This will be without prejudice Term or fail to the other rights take possession of the Vendors hereunder. The Vendors shall have Leased Premises within thirty (30) days after the discretion to waive and/or reduce Leased Premises are available for occupancy (the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the substantial part of the Vendors operations, business and personnel of the Tenant previously located at the Leased Premises to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount another location without replacement of consideration paid same with other operations permitted by the Purchaser to terms of this lease, being deemed, without limiting the Vendors till then arising from the date of expiry meaning of the period term “vacates or abandons,” to be a vacation or abandonment within the meaning of construction and the extension thereof till the date of delivery of possession of the said Unit this subsection (g)), whether or not Tenant thereafter continues to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anypay rent under this Lease.

Defaults. The Purchaser Tenant’s failure to pay any amounts owed by Tenant hereunder or Tenant’s failure to perform its other obligations hereunder shall pay interest @18% per annum on also constitute a default under the Lease, and with respect thereto Landlord shall have all sums becoming due hereunder the rights and which remedies granted to Landlord under the Purchaser Lease for nonpayment of any amounts owed thereunder or failure by Tenant to perform its other obligations thereunder. All amounts payable by Tenant to Landlord under this Workletter shall be deemed additional rent payable under the Lease. Notwithstanding anything to the contrary set forth in this Workletter or in the Lease, if Tenant fails to pay observe or perform any term, condition or provision of this Workletter or the Lease to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains be observed or performed by Tenant, then (i) in default. This will be without prejudice addition to the all other rights of and remedies granted to Landlord under the Vendors hereunder. The Vendors Lease, Landlord shall have the discretion right to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making withhold payment of the consideration mentioned herein all or in observing his covenants herein within time then in such event, this agreement shall at the option any portion of the Vendors stand terminated and rescinded and Improvement Allowance and/or Landlord may cause Tenant’s Contractor to cease the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by Work (in which case Landlord shall have no responsibility for any delay in the Vendors shall stand automatically extended substantial completion of the Work caused by such period of default by the Purchaser. 9.3 In case the Purchaser duly work stoppage), and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate all other obligations of Landlord under this Workletter or the contract and claim refund Lease shall be tolled until such time as the subject default is cured (in which case Landlord shall have no responsibility for any delay in the substantial completion of the amount Work resulting therefrom). Further, in the event the subject matter of consideration paid by non-compliance may affect any structural aspect of the Purchaser Building, the exterior appearance of the Premises or the Building, or the mechanical, electrical, plumbing, HVAC or any other system of the Building, Landlord may, at Tenant’s expense, take such action as Landlord deems necessary to address the Vendors till then alongwith accrued interest as aforesaid, if anysubject matter without incurring any liability on Landlord’s part.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails (i) Should Tenant fail to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights all or any part of the Vendors hereunderrent or other payments required to be paid by Tenant under this Lease when the same are due; or (ii) should Tenant fail to perform or observe any obligation, covenant or condition on Tenant's part to be performed or observed under the terms of this Lease (other than a failure to pay rent as provided in (i) above) and fail to cure such default within thirty (30) days after written notice from Landlord specifying the failure under this Lease; or (iii) should this leasehold be taken under levy, execution, attachment, foreclosure or other process of law; or (iv) should Tenant make an assignment for benefit of creditors, file a voluntary petition in bankruptcy for liquidation or Reorganization, or suffer an involuntary petition to be filed against Tenant, or suffer a receiver or trustee to be appointed for Tenant, in all or any of such events, a breach of this Lease shall have occurred and Landlord may, at its option, upon ten (10) days' written notice ("10-Day Notice of Default") and Tenant's failure to cure all existing defaults during that ten (10) day period, terminate Tenant's use and possession of the Demised Premises and/or terminate this Lease. The Vendors Thereafter, Landlord, in either event and in addition to any other remedies available, shall have the discretion immediate right to waive and/or reduce enter and repossess the interest payable as aforesaid. 9.1 In case the Purchaser commits default Demised Premises by force, summary or dispossession proceedings, or otherwise, and remove therefrom all occupants and take and store any property in making payment of the consideration mentioned herein a public or in observing his covenants herein within time then in such event, this agreement shall private warehouse or elsewhere at the option cost of and for the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person account of Tenant, without in any way becoming liable to prosecution or damages therefor, and thereupon all rights of Tenant and obligations of Landlord to Tenant hereunder shall cease. Notwithstanding any such termination and reentry resulting from Tenant's default of any provision of this Lease, Tenant shall remain liable for any rent or damages which may be done or sustained prior thereto, and in addition, Tenant shall also be liable for all further rents for the Purchaser remaining term of this Lease and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyersall damages, the Vendors shall refund to the Purchaser the xxxxxxx money paid costs and expenses (including reasonable attorneys' fees) incurred by the Purchaser to the Vendors Landlord, less such net proceeds (proceeds after deduction of a sum equivalent to 25% (twenty-five percent) thereof as all costs of maintenance, repair and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default reletting of the Purchaser then Demised Premises) as are recovered by Landlord as a result of the reletting of the Demised Premises. Landlord agrees to use its reasonable best efforts to mitigate its damages in such eventthe event of Tenant's default by reletting or otherwise utilizing for Landlord's benefit the Demised Premises. In addition to all other remedies, the Purchaser shallLandlord is entitled to obtain a restraining order and/or injunction against all violations, alongwith such dues and/or arrearsactual, pay attempted or threatened of any covenant, condition or provision of this Lease. Landlord may but shall not be obligated to cure, at any time, without notice, any default by Tenant under this Lease, and whenever Landlord so elects, all costs and expenses incurred by Landlord, including, without limitation, reasonable attorneys' fees, together with interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 twelve percent (six12%) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors year on the amount of consideration costs and expenses so incurred, shall be paid by the Purchaser Tenant to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; or in the alternative (ii) to terminate the contract and claim refund of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaid, if anyLandlord on demand.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser (a) If Subtenant fails to pay to cure a default under this Sublease within any applicable grace or cure period contained in the Vendors within the period stipulated hereunder for the period during which the Purchaser remains Primary Lease (including any applicable grace and cure periods set forth in default. This will be without prejudice to the other rights Section 21.7 of the Vendors hereunder. The Vendors Original Lease, and as any such applicable grace or cure period is modified by Section 6 herein), Sublandlord, after ten (10) days' notice to Subtenant, shall have the discretion right, but not the obligation, to waive and/or reduce seek to remedy any such default on the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such eventbehalf of, this agreement shall and at the option of expense of, Subtenant, provided, however, that in the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event- of: (i) the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasera life safety or property related emergency; or in the alternative (ii) a default which must be cured within a time frame set forth in the Primary Lease which does not allow sufficient time for prior notice to terminate the contract be given to Subtenant, Sublandlord may remedy any such default without being required first to give notice to Subtenant. Any reasonable out of pocket cost and claim refund expense (including without limitation reasonable out of pocket attorneys' fees and expenses) so incurred by Sublandlord shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within twenty (20) days after notice from Sublandlord. (b) If Sublandlord defaults under any of the amount material terms or provisions of consideration paid this Sublease and does not seek to cure the same within a period of thirty (30) days after written notice from Subtenant that such a default exists, or within a reasonable period of time thereafter if such default cannot reasonably be cured within thirty (30) days, then Subtenant may seek to cure such breach in any manner, or exercise any remedy, in each case which is provided by law, in equity, or under this Sublease (including, but not limited to, the Purchaser right of specific performance, damages, or mandamus). All reasonable and necessary sums expended by Subtenant to the Vendors till cure any such defaults of Sublandlord shall be payable within twenty (20) days after demand and presentation of supporting documentation to Subtenant by Sublandlord. If Sublandlord fails to reimburse Subtenant within such twenty (20) day period, then alongwith accrued interest as aforesaidin addition to any other remedies that Subtenant may have in law or in equity, if anySubtenant may deduct such amounts from subsequent installments of Rent due to Sublandlord under this Sublease.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one or more of the Vendors hereunder. following events shall constitute a material default and breach of this Lease by Lessee: (a) The Vendors shall have vacating or abandonment of the discretion to waive and/or reduce the interest payable as aforesaidPremises by Lessee. 9.1 In case the Purchaser commits default in making (b) The failure by Lessee to make any payment of the consideration mentioned herein rent or in observing his covenants herein within time then in any other payment required to be made by Lessee hereunder, as and when due, where such event, this agreement failure shall at the option continue for a period of five (5) business days after written notice thereof from Lessor to Lessee. (c) The failure bye Lessee to observe or perform any of the Vendors stand terminated and rescinded and the Vendors covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into continue for a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of 30 days after written notice hereof from Lessor to Lessee; provided, however, that if the nature of Lessee's default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared such that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written more than 30 days are reasonably required for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder writtenits cure, then the Vendors Lessee shall not be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest during deemed to be in default if Lessee commenced such extended cure within said 30-day period and in case of failure on the part of the Vendors thereafter diligently prosecutes such cure to construct the said Unit even within such extended period then and only in such event-completion. (i) The making by Lessee of any general arrangement for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) the filing by or against Lessee of a petition to terminate have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the contract case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days, or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease where such seizure is not discharged within 30 days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee, any successor in interest of Lessee or any guarantor of Lessee's obligation hereunder, and claim refund any of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidthem, if anywas materially false.

Defaults. The Purchaser occurrence of any of the following events shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails constitute an "Event of Default": (a) The Borrower shall fail to pay any interest with respect to the Vendors Revolving Notes or the Term Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. NYDOCS01/1613908 34 (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period stipulated of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the NYDOCS01/1613908 35 benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which the Purchaser remains in default. This will be without prejudice to the other rights execution of the Vendors hereunder. The Vendors same shall have been stayed, appeal therefrom and cause the discretion execution thereof to waive and/or reduce the interest payable as aforesaid. 9.1 In case the Purchaser commits default in making payment of the consideration mentioned herein or in observing his covenants herein within time then in such event, this agreement shall at the option of the Vendors stand terminated and rescinded and the Vendors shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder written, then the Vendors shall be allowed automatically an extension of 6 (six) months whereof without being liable for any penalty or interest stayed during such extended period and in case of failure on the part of the Vendors to construct the said Unit even within such extended period then and only in such event-appeal. (i) At any time after a Change in Control, the Purchaser shall have the option either Borrower fails to claim interest @9% per annum from the Vendors on the amount of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry maintain at least one of the period following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or better) by Standard & Poor’s Ratings Service, a Division of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchaser; The XxXxxx-Xxxx Companies, Inc., or in the alternative (iib) to terminate the contract and claim refund of the amount of consideration paid Baa3 (or better) by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidXxxxx’x Investors Service, if any.Inc.

Defaults. The Purchaser shall pay interest @18% per annum on all sums becoming due hereunder and which the Purchaser fails to pay to the Vendors within the period stipulated hereunder for the period during which the Purchaser remains in default. This will be without prejudice to the other rights occurrence of any one or more of the Vendors hereunder. The Vendors following events shall have the discretion to waive and/or reduce the interest payable as aforesaidconstitute a material default and breach of this Lease by Lessee. 9.1 In case (a) The vacating or abandonment of the Purchaser commits default in making Premises by Lessee. (b) The failure by Lessee to make any payment of the consideration mentioned herein rent or in observing his covenants herein within time then in any other payment required to be made by Lessee hereunder as and when due, where such event, this agreement failure shall at the option continue for a period of Three (3) days after written notice thereof from Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the Vendors stand terminated and rescinded and the Vendors covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in Paragraph (b) above, where such failure shall become entitled to enjoy and/or transfer the said Unit to any person without in any way becoming liable to the Purchaser and upon the Vendors having entered into continue for a contract for sale of the said Unit with any new buyer or buyers, the Vendors shall refund to the Purchaser the xxxxxxx money paid by the Purchaser to the Vendors after deduction of a sum equivalent to 25% (twenty-five percent) thereof as and by way of pre-determined compensation/liquidated damages. 9.2 In case the Vendors condones the default of the Purchaser then in such event, the Purchaser shall, alongwith such dues and/or arrears, pay interest at the rate mentioned in clause 9 hereinabove for the period of Thirty (30) days after written notice hereof from Lessor to Lessee, provided, however, that if the nature of Lessee's default on all amounts remaining unpaid and nonetheless in addition thereto it is expressly agreed and declared such that the period stipulated in PART-III of the THIRD SCHEDULE hereunder written more than Thirty (30) days are reasonably required for construction of the said Unit by the Vendors shall stand automatically extended by such period of default by the Purchaser. 9.3 In case the Purchaser duly and punctually complies with and/or is ready and willing to comply with all his obligations hereunder and the Vendors fail to construct the said Unit within the period stipulated in Part-III of the Third Schedule hereunder writtenits cure, then the Vendors Lessee shall not be allowed automatically an extension of 6 deemed to be in default if Lessee commenced such cure within said Thirty (six30) months whereof without being liable for any penalty or interest during such extended day period and in case of failure on the part of the Vendors thereafter diligently prosecutes such cure to construct the said Unit even within such extended period then and only in such event-completion. (i) The making by Lessee of any general arrangements for the Purchaser shall have the option either to claim interest @9% per annum from the Vendors on the amount benefit of consideration paid by the Purchaser to the Vendors till then arising from the date of expiry of the period of construction and the extension thereof till the date of delivery of possession of the said Unit to the Purchasercreditors; or in the alternative (ii) the filing by or against Lessee of a petition to terminate have Lessee adjudged bankrupt or a petition for reorganization or arrangements under any law relating to bankruptcy (unless in the contract case of a petition filed against Lessee, the same is dismissed within Sixty (60 days); (iii) if appointment of a trustee or receiver to take possessions of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease where possession is not restored, Lessee within Thirty (30) days on or after attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease when such seizure is not discharged within Thirty (30) days. (e) The discovery by Lessor that any financial statement given to Lessor by Lessee, any assignee of Lessee, any Sublessee, any successor in interest of Lessee or any guarantor of Lessee's obligation hereunder, and claim refund any of the amount of consideration paid by the Purchaser to the Vendors till then alongwith accrued interest as aforesaidthem, if anywas materially false.