Common use of Defaults Clause in Contracts

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each of the The following events shall constitute an “"Event of Default” " hereunder (whatever the reason for whether any such event of default and whether it shall be voluntary or involuntary, involuntary or come about or be effected by operation of law, law or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental bodyGovernmental Entity): (1a) if the Guarantor or the RockGen Lessee under the Facility Lease shall fail to make any payment with respect to Periodic Rent or the Termination Value (including the Equity Portion of Termination Value and Debt Portion of Termination Value) when due and payable under such Facility Lease or this Guaranty within five (5) days after the same shall become due thereunder; or (b) the Guarantor or the RockGen Lessee shall fail to pay when make any other amount payable under any Operative Document after the same shall become due any sum under this Agreement thereunder and such failure shall have continued from a period of ten (10) Business Days after receipt by the RockGen Lessee and the Guarantor of written notice of such failure by the RockGen Lessee and/or the Guarantor, as applicable; (c) The Guarantor shall fail to comply with its covenants set forth in Section 3.3 (transfer of RockGen Lessee ownership), 3.6 (Guarantor merger) or 8.4 (assignment of Guaranty) of this Guaranty. (d) the Guarantor shall fail to perform or observe any covenant, obligation or agreement to be performed or observed by it under any Calpine Document (other than any covenant, obligation or agreement referred to in clauses (a) or (b) of this Section 7.1) in any material respect, which shall continue unremedied for (1) with respect to the Guarantor's guaranty of, and agreement with respect to, any nonmonetary obligation, covenant or agreement of the RockGen Lessee under any of the Operative Documents, 30 days after receipt by the Guarantor of written notice thereof from the Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustee; provided, however, if such condition cannot be remedied within such 30-day period, then the period within which to remedy such condition shall be extended up to an additional 180 days, so long as the Guarantor diligently pursues such remedy and such condition is reasonably capable of being remedied within such additional 180-day period, and (2) with respect to any other obligation, covenant or agreement hereunder, 30 days after receipt by the Guarantor of written notice thereof; (e) there shall have occurred either (i) a default by the Guarantor or any Restricted Subsidiary under any instrument or instruments under which there is or may be secured or evidenced any Indebtedness of the Guarantor or any Restricted Subsidiary of the Guarantor (other than the Obligations) having an outstanding principal amount of $50,000,000 (or its foreign currency equivalent) or more individually or in the aggregate that has caused the holders thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity, unless such declaration has been rescinded within 30 days or (ii) a default by the Guarantor or any Restricted Subsidiary in the payment when due of any portion of the principal under any such instrument or instruments, and such unpaid portion exceeds $50,000,000 (or its foreign currency equivalent) individually or in the aggregate and is not paid, or such default is not cured or waived, within any grace period applicable thereto, unless such Indebtedness is discharged within 30 days of the Guarantor or a Restricted Subsidiary becoming aware of such default; (f) the Guarantor or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) admits in writing its inability to generally pay its debts as such debts become due; or takes any comparable action under any foreign laws relating to insolvency; (g) an involuntary case or other proceeding shall be commenced against the Guarantor or any Significant Subsidiary seeking (i) liquidation, reorganization or other relief with respect to it or its debts under Title 11 of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the appointment of a trustee, receiver, liquidator, custodian or other similar official with respect to it or any substantial part of its property or (iii) the winding-up or liquidation of the Guarantor or such Significant Subsidiary; and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; 60 days; (2h) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or Guarantor herein shall become prove to have been incorrect in any material respectrespect when made or misleading in any material respect when made because of the omission to state a material fact and such incorrect or misleading representation is and continues to be material and unremedied for a period of 30 days after receipt by the Guarantor of written notice thereof; (4) provided, however, that if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall such condition cannot be in effect; (5) if any proceedings remedied within such 30-day period, then the period within which to remedy such condition shall be commenced under any bankruptcyextended up to an additional 60 days, insolvency, reorganization, readjustment so long as the Guarantor diligently pursues such remedy and such condition is reasonably capable of debt, receivership or liquidation law or statute of any jurisdiction; or (6being remedied within such additional 60-day period. The grace periods set forth in Section 7.1(a) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon above shall not affect in any way the occurrence right hereunder of any Beneficiary entitled to a payment of any amount payable to it, or performance of any obligation, by the RockGen Lessee under any Operative Document to demand prompt payment thereof, or performance thereof, by the Guarantor immediately upon any failure of the RockGen Lessee to pay or perform the same when it has become due (and, for the avoidance of doubt, without regard to the existence of any cure or grace period before such failure by the RockGen Lessee becomes a Lease Event of Default); provided, however, notwithstanding the foregoing, no Lease Event of Default Lessor may, at its option, exercise any or all under Section 16(m) and no remedies available at law or in equity, including, without limitation, any or all of under the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation Facility Lease may be located for the purpose of, and waives any cause of action it may have arising from, exercised until a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Calpine Guaranty Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein has occurred and is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereincontinuing.

Defaults. (a) Each Customer shall be in default under this Agreement upon the occurrence of any of the following events following: (i) Customer fails to pay when due any amount to be paid under this Agreement, and such failure then continues for an additional period of ten (10) business days after notice of overdue payment is delivered by ConEdison Solutions to the Customer; (ii) (ii) Customer fails to perform or meet any of its required duties or obligations under this Agreement and fails to cure such failure and the effects of such failure within thirty (30) days of receipt of written notice of default, unless such failures and effects cannot be completely cured within thirty (30) days after said written notice, in which case the procedures for additional time to cure the default set forth in Section 12 shall constitute apply; (iii) Customer goes into receivership, or makes an “Event assignment for the benefit of Default” hereunder (whatever the reason for such event of default and creditors whether it shall be voluntary or involuntary, or come about a petition is filed by or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by against the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced Customer under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership insolvency or liquidation similar law or statute of any jurisdiction; or (6) if any and such proceedings shall be instituted against either Party and shall petition is not be withdrawn or terminated dismissed within thirty (30) calendar days after their commencementdays. (b) Upon ConEdison Solutions shall be in default under this Agreement upon the occurrence of the following: (i) Contractor furnishes any Event of Default Lessor maystatement, at its optionrepresentation, exercise any or all remedies available at law or warranty, guaranty, certification in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate connection with this Agreement immediatelythat is materially false, whereupon all rights deceptive or incorrect; (ii) Contractor is declared bankrupt, has a petition in bankruptcy filed against it, or if the Contractor file for bankruptcy protection; (iii) Contractor causes or threatens to cause or create labor unrest, dispute, picketing, slowdowns, work stoppage, strike or disharmony; or (iv) Contractor fails to perform or meet any of the Lessee to the use its required duties, obligations, warranties or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by guarantees under this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose ofAgreement, and waives any cause Contractor fails to cure such failure(s) or effects of action it may have arising fromsuch failure(s) within thirty (30) days of receipt of written notice of default, a peaceful retaking of the Aircraft unless such failure(s) or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall effects cannot be deemed completely cured within thirty (30) days after said written notice, in which case the procedures for additional time to cure said Event of Defaultthe default as set forth in Section 12 shall apply. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.. BLACKSTONE DRY LEASE - PAGE 6 OF 9 (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each Upon the occurrence and during the continuance of a Default, Administrative Agent on behalf of the following events Lender and the other Lenders shall constitute an “Event of Default” have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (whatever and upon such declaration, the reason for such event of default and whether it same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on behalf of the Lender and the other Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent, Lender and the other Lenders to exercise, and no delay in exercising any Right, including, without limitationbut not limited to, the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or all as a waiver of any Right. Without limiting the generality of the following remediesforegoing provisions, as Lessor the acceptance by Administrative Agent or Lender from time to time of any payment under this Note which is past due or which is less than the payment in its sole discretion full of all amounts due and payable at the time of such payment, shall elect: not (1i) by notice in writing constitute a waiver of or impair or extinguish the right of Administrative Agent, Lender and the other Lenders to terminate accelerate the maturity of this Agreement immediatelyNote or to exercise any other Right at the time or at any subsequent time, whereupon all rights or nullify any prior exercise of any such Right, (ii) constitute a waiver of the Lessee to requirement of punctual payment and performance or a novation in any respect, or (iii) in any way excuse the use or possession existence of the Aircraft a Default. (c) If Borrower sues any holder in connection with this Note or any part thereof shall absolutely cease other Loan Document and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseedoes not prevail, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee then Borrower agrees to pay to each such holder to the extent required under Section 4.15 of the Loan Agreement, in addition to principal, interest and any other sums owing to Administrative Agent, Lender and the other Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by Lessor for such performance and acknowledges that holder in any such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costssuit or proceeding, charges including attorneys’ fees and expenses, including reasonable legal fees investigation costs and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinall court costs.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute an “"Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):": (1a) if Lessee The Company shall fail to pay (i) any interest due on any Revolving Credit Note, or any other amount payable hereunder (other than a principal payment on any Note or a Reimbursement Obligation) by five days after the same becomes due; or (ii) any principal amount due on any Revolving Credit Note or any Reimbursement Obligation when due; (b) The Company shall default in the performance or observance of any agreement, covenant, condition, provision or term contained in Article V (other than section 5.8) or section 6.1 of this Agreement; (c) The Company shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this Agreement or any Collateral Document and such default continues for a period of thirty days after written notice thereof is given to the Company by any of the Banks; (d) Any representation or warranty made by the Company herein or any certificate delivered pursuant hereto, or any financial statement delivered to any Bank hereunder, shall prove to have been false in any material respect as of the time when made or given; (e) The Company or any Subsidiary shall fail to pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any sum part of the principal of or interest on any indebtedness of or assumed by it (including without limitation the Demand Notes), or of the rentals due under this Agreement any lease or sublease, or of any other obligation for the payment of money, in each case where such payments aggregate $1,000,000 or more, and such failure default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and such default shall continue for a period of three business days after oraltime sufficient to permit the acceleration of the maturity of any such indebtedness or other obligation or the termination of such lease or sublease, facsimileunless the Company or such Subsidiary shall be contesting such default in good faith by appropriate proceedings; (f) A final judgment which, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereintogether with all other outstanding final judgments against the Company and its Subsidiaries, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreementof them, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation exceeds an aggregate of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings $100,000 shall be commenced under entered against the Company or any bankruptcySubsidiary and shall remain outstanding and unsatisfied, insolvencyunbonded, reorganization, readjustment unstayed or uninsured after 60 days from the date of debt, receivership entry thereof; (g) The Company or liquidation law or statute of any jurisdictionSubsidiary shall: (i) become insolvent; or (6ii) if any such proceedings shall be instituted against either Party and shall not be withdrawn unable, or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice admit in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees inability to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.its debts as they mature; or

Defaults. A Party shall be in default under this Lease upon the occurrence of any one or more of the following events: (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for The failure by such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant Party to or in compliance with make any judgment, decree or order payment of any court or any orderamount required to be made by such Party hereunder, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay as and when due any sum under this Agreement and due, where such failure shall continue for a period of three business thirty (30) days after oral, facsimile, electronic mail or receipt by such Party of written notice has been given thereof from the other Party; or (b) The failure by Lessor such Party to Lessee; (2) if Lessee shall fail to observe or perform any covenant other material covenants, conditions or agreement contained hereinprovisions of this Lease to be observed or performed by such Party, and where such failure shall continue for a period of fifteen thirty (1530) calendar days after receipt by such Party of written notice thereof from the other Party; provided, however, that if the nature of the failure is such that more than thirty (30) days are reasonably required for its cure, then such Party shall not be deemed to be in default if such Party commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; or (c) If by order of a court of competent jurisdiction, a receiver or liquidator or trustee of a Party shall be appointed, and such receiver or liquidator or trustee shall not have been discharged within a period of sixty (60) days; or if by decree of such a court, a Party shall be adjudicated bankrupt or insolvent or any substantial part of the property of such Party shall have been given in writingsequestered, and such decree shall have continued undischarged and unstayed for a period of sixty (60) days after the entry thereof; (3) or if a petition to declare bankruptcy or to reorganize a Party pursuant to any representation of the provisions of the federal bankruptcy laws or warranty made by Lessee in this Agreement pursuant to any other similar state statute applicable to such Party, as now or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be hereafter in effect; (5) if any proceedings , shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any filed against such proceedings shall be instituted against either Party and shall not be withdrawn or terminated dismissed within thirty sixty (3060) calendar days after their commencement.such filing; or (bd) Upon the occurrence If a Party shall file a voluntary petition in bankruptcy under any provision of any Event of Default Lessor may, at its option, exercise any federal or all remedies available at state bankruptcy law or in equity, includingshall consent to the filing of any bankruptcy or reorganization petition against it under any similar law; or, without limitation, any or all limitation of the following remediesgenerality of the foregoing, if a Party shall file a petition or answer or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of the federal bankruptcy laws or pursuant to any other similar state statute applicable to such Party, as Lessor now or hereafter in effect, or an answer admitting the material allegations of a petition filed against it in such a proceeding; or if a Party shall make an assignment for the benefit of its sole discretion creditors; or if a Party shall elect: (1) by notice admit in writing its inability to terminate this Agreement immediately, whereupon all rights of the Lessee pay its debts generally as they become due; or if a Party shall consent to the use appointment of a receiver or possession receivers, or trustee or trustees, or liquidator or liquidators of the Aircraft it or of all or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at of its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaultproperty. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default A. It is covenanted and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) agreed that if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee either Party shall fail to perform any covenant of the covenants or agreement contained hereinobligations imposed upon it under and by virtue of the Agreement or this Appendix, in addition to its other rights and remedies, the other Party may terminate the Agreement by proceeding as follows: 1) The Party not In default shall cause a written notice to be served on the other Party in default, stating specifically the cause for terminating the Agreement, and such failure shall continue for a period declaring it to be the Intention of fifteen (15) calendar days after the Party giving notice thereof to terminate the same; thereupon, the Party in default shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementthe service of the aforesaid notice in which to remedy or remove the cause or causes stated in the notice for terminating the Agreement. If within said thirty (30) days the Party in default does so remove and remedy said cause or causes, or fully indemnifies the Party not in default for any and all consequences of such breach, then such notice shall be withdrawn and the Agreement shall continue in full force and effect. (b2) Upon In case the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or Party in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of default does not remedy and remove the same by summary proceedings cause or otherwise. Lessee specifically authorizes Lessor’s entry upon causes, or does not indemnify the Party giving the notice for any premises where and all consequences of such breach, within said period of thirty (30) days, then the Aircraft or Aircraft Documentation Agreement shall become null and void from and after the expiration of said period. 3) Any cancellation of the Agreement pursuant to the provisions of this Section shall be without prejudice to the obligation of Buyer/Processor to make proper settlement, accounting and distribution of proceeds to ad owners of interest in the proceeds received for Gas delivered to Buyer/Processor thereunder to the time of cancellation, and without waiver of any remedy to which the Party not in default may be located entitled for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking violations of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of DefaultAgreement. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. B. No waiver by Lessor either Seller or Buyer/Processor of any default or Event of Default hereunder the other under this Agreement shall in any way be, or be construed to be, operate as a waiver of any future default, whether of like or subsequent default different character or Event of Default. The nature, nor shall any failure or delay of Lessor in exercising to exercise any rights granted it right hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute be considered as a waiver of any other such right provided herein.in the future

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft BLACKSTONE DRY LEASE - PAGE 6 OF 9 when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each Lessee agrees that any one or more of the following events shall constitute an “Event be considered Events of Default” hereunder Default as said term is used herein: (whatever the reason for such event of default and whether it a) Lessee shall be voluntary or involuntaryadjudged an involuntary bankrupt, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, a decree or order approving, as properly filed, a petition or answer filed against Lessee asking reorganization of Lessee under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any court or any orderstate, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinbe entered, and any such failure decree or judgment or order shall continue for a period of fifteen (15) calendar days after notice thereof shall not have been given in writingvacated or set aside within sixty (60) days from the date of the entry or granting thereof; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.or (b) Upon Lessee shall file or admit the occurrence jurisdiction of the court and the 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 Lessee shall institute any proceeding or shall give its consent to the institution of any Event proceedings for any relief of Default Lessor may, at its option, exercise Lessee under any bankruptcy or all remedies available at law insolvency laws or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee laws relating to the use relief of 20 debtors, readjustment of indebtedness, reorganization, arrangements, composition or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter providedextension; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default.or (c) Lessee shall be liable make any assignment for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason the benefit of creditors or shall apply for or consent to the appointment of a receiver for Lessee or any of the occurrence property of Lessee; or (d) The leased premises are levied upon by any revenue officer or similar officer; or (e) A decree or order appointing a receiver of the property of Lessee shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Lessee shall abandon the leased premises during the term hereof; or (g) Lessee shall default in any payment of Rent or in any other payment required to be made by Lessee hereunder when due as herein provided (all of which other payments shall be deemed 'additional rent' payable hereunder), or shall default under Section 6.2 hereof, and any such default shall continue for five (5) days after notice thereof in writing to Lessee; or (h) Lessee shall fail to contest the validity of any Event lien or claimed lien and give security to Lessor to assure payment thereof, or, having commenced to contest the 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 ten (10) days after notice thereof in writing to Lessee; or (i) Lessee shall default in keeping, observing or performing any of Default the other covenants or agreements herein contained to be kept, observed and performed by Lessee, and such default shall continue for thirty (30) days after notice thereof in writing to Lessee or shall exist at the expiration of the Lease term; or (j) Lessee shall default in keeping, observing or performing any covenant or agreement herein contained to be kept, observed and performed by Lessee, which default may result in an imminent risk of damage to property (including without limitation the leased premises or the exercise Improvements thereon) or injury to or death of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusivepersons, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor such default shall not be deemed cured immediately upon notice thereof to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or Lessee (which notice may be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.oral); or

Defaults. (a) Each It shall be an event of the following events shall constitute an default (“Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1”) if Lessee shall fail to pay when due any sum under this Agreement Note and each of the other Loan Documents if (i) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall amount may have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictiondue; or (6ii) if there shall occur a Default under the Loan Agreement (as such term “Default” is defined in the Loan Agreement) subject to any applicable notice and cure period contained therein. Upon the occurrence of an Event of Default, Lender shall have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such proceedings declaration, the same shall be instituted against either Party at once due and shall not be withdrawn payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or terminated within thirty (30) calendar days after their commencementat law or in equity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of Lender and Administrative Agent provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Lender to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Event of Default Lessor mayor as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at its optionthe time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Lender to accelerate the maturity of this Note or to exercise any other Right at the time or all remedies available at law any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Event of Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in equityany probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges reasonable attorneys’ fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above person primarily or otherwise available to Lessor secondarily liable hereunder. Any judgment on this Note shall bear interest at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing highest rate allowed by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinapplicable law.

Defaults. (a) Each of the The following events shall constitute an “"Event of Default” " hereunder (whatever the reason for whether any such event of default and whether it shall be voluntary or involuntary, involuntary or come about or be effected by operation of law, law or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental bodyGovernmental Entity): (1a) if the Guarantor or the Broad River Lessee under the Facility Lease shall fail to make any payment with respect to Periodic Rent or the Termination Value (including the Equity Portion of Termination Value and Debt Portion of Termination Value) when due and payable under such Facility Lease or this Guaranty within five (5) days after the same shall become due thereunder; or (b) the Guarantor or the Broad River Lessee shall fail to pay when make any other amount payable under any Operative Document after the same shall become due any sum under this Agreement thereunder and such failure shall have continued from a period of ten (10) Business Days after receipt by the Broad River Lessee and the Guarantor of written notice of such failure by the Broad River Lessee and/or the Guarantor, as applicable; (c) The Guarantor shall fail to comply with its covenants set forth in Section 3.3 (transfer of Broad River Lessee ownership), 3.6 (Guarantor merger) or 8.4 (assignment of Guaranty) of this Guaranty. (d) the Guarantor shall fail to perform or observe any covenant, obligation or agreement to be performed or observed by it under any Calpine Document (other than any covenant, obligation or agreement referred to in clauses (a) or (b) of this Section 7.1) in any material respect, which shall continue unremedied for (1) with respect to the Guarantor's guaranty of, and agreement with respect to, any nonmonetary obligation, covenant or agreement of the Broad River Lessee under any of the Operative Documents or the FILOT Lease, 30 days after receipt by the Guarantor of written notice thereof from the Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustee; provided, however, if such condition cannot be remedied within such 30-day period, then the period within which to remedy such condition shall be extended up to an additional 180 days, so long as the Guarantor diligently pursues such remedy and such condition is reasonably capable of being remedied within such additional 180-day period, and (2) with respect to any other obligation, covenant or agreement hereunder, 30 days after receipt by the Guarantor of written notice thereof; (e) there shall have occurred either (i) a default by the Guarantor or any Restricted Subsidiary under any instrument or instruments under which there is or may be secured or evidenced any Indebtedness of the Guarantor or any Restricted Subsidiary of the Guarantor (other than the Obligations) having an outstanding principal amount of $50,000,000 (or its foreign currency equivalent) or more individually or in the aggregate that has caused the holders thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity, unless such declaration has been rescinded within 30 days or (ii) a default by the Guarantor or any Restricted Subsidiary in the payment when due of any portion of the principal under any such instrument or instruments, and such unpaid portion exceeds $50,000,000 (or its foreign currency equivalent) individually or in the aggregate and is not paid, or such default is not cured or waived, within any grace period applicable thereto, unless such Indebtedness is discharged within 30 days of the Guarantor or a Restricted Subsidiary becoming aware of such default; (f) the Guarantor or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) admits in writing its inability to generally pay its debts as such debts become due; or takes any comparable action under any foreign laws relating to insolvency; (g) an involuntary case or other proceeding shall be commenced against the Guarantor or any Significant Subsidiary seeking (i) liquidation, reorganization or other relief with respect to it or its debts under Title 11 of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the appointment of a trustee, receiver, liquidator, custodian or other similar official with respect to it or any substantial part of its property or (iii) the winding-up or liquidation of the Guarantor or such Significant Subsidiary; and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; 60 days; (2h) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or Guarantor herein shall become prove to have been incorrect in any material respectrespect when made or misleading in any material respect when made because of the omission to state a material fact and such incorrect or misleading representation is and continues to be material and unremedied for a period of 30 days after receipt by the Guarantor of written notice thereof; (4) provided, however, that if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall such condition cannot be in effect; (5) if any proceedings remedied within such 30-day period, then the period within which to remedy such condition shall be commenced under any bankruptcyextended up to an additional 60 days, insolvency, reorganization, readjustment so long as the Guarantor diligently pursues such remedy and such condition is reasonably capable of debt, receivership or liquidation law or statute of any jurisdiction; or (6being remedied within such additional 60-day period. The grace periods set forth in Section 7.1(a) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon above shall not affect in any way the occurrence right hereunder of any Beneficiary entitled to a payment of any amount payable to it, or performance of any obligation, by the Broad River Lessee under any Operative Document to demand prompt payment thereof, or performance thereof, by the Guarantor immediately upon any failure of the Broad River Lessee to pay or perform the same when it has become due (and, for the avoidance of doubt, without regard to the existence of any cure or grace period before such failure by the Broad River Lessee becomes a Lease Event of Default); provided, however, notwithstanding the foregoing, no Lease Event of Default Lessor may, at its option, exercise any or all under Section 16(m) and no remedies available at law or in equity, including, without limitation, any or all of under the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation Facility Lease may be located for the purpose of, and waives any cause of action it may have arising from, exercised until a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Calpine Guaranty Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein has occurred and is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereincontinuing.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):hereunder: (1a) if Lessee Borrower shall fail to pay make any payment when due on any sum Obligation under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lesseeany other Loan Document; or (2b) if Lessee any Loan Party shall fail to perform comply with any term, condition, covenant or agreement contained hereinin Article 7 or Article 10 of this Agreement or contained in the Warrant or Rights Agreement; or (c) if any Loan Party shall fail to comply with any term, condition, covenant or agreement contained in this Agreement other than in Articles 7 or 10 of this Agreement, or in any other Loan Document, and such failure shall continue continues for a period of fifteen (15) calendar days after notice thereof the earlier to occur of (i) the date on which such failure to comply is known or reasonably should have become known to any officer of the relevant Loan Party, or (ii) the date on which Lenders shall have notified the relevant Loan Party of such failure; provided, however, that such fifteen (15) day period shall not apply in the case of any failure which is not capable of being cured at all or within such fifteen (15) day period or which has been given the subject of a prior failure within a six (6) month period; or (d) if any Loan Party shall cease to be Solvent, make an assignment for the benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, or suspend business or if any case under any provision of the Bankruptcy Codes including provisions for reorganizations, shall be commenced by or against Borrower (and, in writingthe case of any such case commenced against such Loan Party, such case shall not have been dismissed within sixty (60) days) or if a receiver, trustee or equivalent officer shall be appointed for all or any substantial part of the Collateral of such Loan Party; or (3e) if any representation or warranty made by Lessee contained in this Agreement or any agreementLoan Document, document or in any written statement pursuant hereto or thereto, or in any report, financial statement or certificate delivered by the Lessee in connection herewith is or any Loan Party to Lenders shall become incorrect be false, in any material respect, when made; or (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5f) if any proceedings federal or state tax lien is filed of record against any Loan Party, and is not bonded or discharged within fifteen (15) days of filing; or (g) if Borrower’s independent public accountants shall refuse to deliver any financial statement required by this Agreement; or (h) if a judgment for $100,000 or more shall be commenced under entered against any bankruptcy, insolvency, reorganization, readjustment of debt, receivership Loan Party in any action or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party proceeding and shall not be withdrawn stayed, vacated, bonded, paid or terminated discharged within thirty fifteen (3015) calendar days after their commencement.of entry, except a judgment where the claim is fully covered by insurance (other than the deductible) and the insurance company has accepted liability therefor in writing; or (bi) Upon if any obligation of any Loan Party in respect of any Indebtedness with a then-outstanding principal balance of one hundred thousand dollars ($100,000) or more shall be declared to be or shall become due and payable prior to its stated maturity 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 note, mortgage, indenture, instrument, agreement or evidence of such Indebtedness relating to any obligation of any Loan Party in respect of any such Indebtedness the effect of which is to permit the holder or the holders of such note, mortgage, indenture, instrument, agreement or evidence of such 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; or (j) upon the happening of any Reportable Event, or if Borrower terminates or withdraws (full or partial) from any Plan, or if a trustee shall be appointed by an appropriate United States District Court or other court or 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 (k) upon the occurrence and continuance of any Event of Default Lessor mayMaterial Adverse Effect, at its option, exercise any or all remedies available at law or which in equity, including, without limitation, any or all the sole discretion of the following remediesLenders, as Lessor in its sole discretion shall elect: (1) by notice in writing impairs the Lenders’ security, increases the Lenders’ risks, or impairs any Loan Party’s ability to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by perform under this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon under any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentationother Loan Documents; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default.or (cl) Lessee shall be liable for all costsif any Guarantor purports to terminate its guaranty; or (m) if, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or within three (3) Business Days following the exercise of Lessor’s remedies with respect thereto. No remedy referred the Warrant, the Borrower fails to herein is intended duly and validly issue and deliver pursuant to the terms of the Warrant the common stock thereunder, fully paid and non-assessable, without any preemptive rights or rights of first refusal and free and clear of any liens or other encumbrances; or (n) if the sales of the Borrower and its Subsidiaries, on a consolidated basis, decline by twenty percent (20%) in a fiscal quarter period compared to the prior fiscal quarter period, in each case, for which financial statements are delivered or required to be exclusive, but each shall be cumulative and in addition delivered to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinLenders.

Defaults. If Maker (a) Each defaults in the payment of the following events shall constitute principal or interest under the Note when it becomes due or (b) (i) makes an “Event assignment for the benefit of Default” hereunder creditors or admits in writing his inability to pay his debts generally as they become due; or (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any ii) an order, rule judgment or regulation of decree is entered adjudicating Maker bankrupt or insolvent; or (iii) any administrative order for relief with respect to Maker is entered under the Federal Bankruptcy Code; or governmental body): (1iv) if Lessee shall fail Maker commences any proceeding relating to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced Maker under any bankruptcybankruptcy reorganization, arrangement, insolvency, reorganization, or readjustment of debt, receivership or liquidation debt law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted petition or application is filed, or any such proceeding is commenced, against either Party Maker, the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Securities (including the right to vote the Units) and shall not be withdrawn or terminated within thirty have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Delaware (30the “UCC”) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor the Company under applicable law. Without limiting the foregoing, upon a default in the payment of principal or interest under this Note, the Company is authorized to sell, assign and deliver at law its discretion, from time to time, all or in equityany part of the Pledged Securities at any private sale or public auction, on not less than ten days written notice to Maker, at such price or prices and upon such terms as the Company may deem advisable. Lessor Maker shall not be deemed have no right to have waived the Pledged Securities after any defaultsuch sale or assignment. At any such sale or auction, Event the Company may bid for, and become the acquirer of, the whole or any part of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of LessorPledged Securities offered for sale. No waiver by Lessor In case of any default such sale, after deducting the costs, attorneys’ fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on this Note; provided that after payment in full of the indebtedness evidenced by this Note, the balance of the proceeds of sale then remaining shall be paid to Maker and Maker shall be entitled to the return of any of the Pledged Securities remaining in the hands of the Company. Maker, or Event his successors and assigns, hereby waives diligence, presentment, protest and demand and notice of Default hereunder shall protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the holder hereof may accept security for this Note or release security for this Note, all without in any way be, or be construed to be, a waiver affecting the liability of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinMaker hereunder.

Defaults. (a) Each If any of the following events ("Defaults") shall constitute an “Event occur: (A) Any Borrower fails to pay any of Default” hereunder its Liabilities when such Liabilities are due or are declared due (whatever whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); (B) Any Borrower (i) fails or neglects to perform, keep or observe any of its covenants, conditions or agreements contained in any of the reason for subsections of this Agreement or any of the other Financing Agreements other than the provisions in Subsection 3.1 of this Agreement which require such event Borrower to deliver a Monthly Report by a particular date, Subsections 7.1 (other than Subsections 7.1(E) or (G)), 7.3 or 7.4 of default and whether it shall be voluntary this Agreement, (ii) fails or involuntary, or come about or be effected by operation of law, or be neglects to deliver a Monthly Report when required pursuant to or in compliance with any judgment, decree or order Subsection 3.1 of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period two consecutive Business Days, (iii) fails or neglects to perform, keep or observe any covenants, conditions or agreements contained in Subsection 7.1 (other than Subsections 7.1(E) or 7.1(G)) of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, this Agreement and such failure shall continue for five consecutive Business Days or (iv) fails or neglects to perform, keep or observe any of the covenants, conditions or agreements contained in Subsections 7.3 or 7.4 of this Agreement and such failure shall continue for thirty (30) consecutive days, provided that such 30-day grace period shall not apply and a period Default shall be deemed to have occurred promptly upon such breach if (x) such breach cannot, in Agent's reasonable determination, be cured by such Borrower during such period, or (y) such breach shall be deemed by Agent (in its reasonable discretion) to have a material adverse effect on the Collateral (or Agent's or the Lenders' interest or rights therein or with respect thereto), the Current Asset Base of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation Borrower or warranty made by Lessee in the other rights of Agent or the Lenders under this Agreement or any agreementother Financing Agreement; (C) any warranty or representation now or hereafter made by any Borrower or any Subsidiary of a Borrower is untrue or incorrect in any material respect when made, document or certificate delivered any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by or on behalf of such Borrower or such Subsidiary to any of Agent, the Lessee in connection herewith Issuing Bank and the Lenders is untrue or shall become incorrect in any material respect; , on the date as of which the facts set forth therein are stated or certified or any of the foregoing omits to state a fact necessary to make the statements therein contained not misleading in any material respect; (4D) if Lessee a final judgment or final order requiring payment in excess of $1,000,000 with respect to Rail, or $250,000 with respect to Deco, shall operate be rendered against such Borrower and such judgment or order shall remain unsatisfied or undischarged and in effect for forty (40) consecutive days without a stay of enforcement or execution, provided that this Subsection 9.1(D) shall not apply to any judgment for which such Borrower is fully insured (except for normal deductibles in connection therewith) and with respect to which the Aircraft insurer has assumed the defense and is not defending under reservation of right and with respect to which Agent reasonably believes the insurer will pay the full amount thereof (except for normal deductibles in violation connection therewith); (E) a notice of Lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the assets of any applicable lawBorrower by the United States, regulationor any department, rule agency or order instrumentality thereof, or by any state, county, municipality or other governmental agency or any taxes or debts owing at any time or times hereafter to any one or more of any governmental authority having jurisdiction thereof them become a Lien upon all or shall operate a substantial part of the Aircraft when Collateral or the insurance required hereunder shall assets of such Borrower, and such Lien, levy or assessment is not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership discharged or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated released within thirty (30) calendar days of the notice or attachment thereof, provided that this Subsection 9.1(E) shall not apply to Liens, levies or assessments which relate to current taxes not yet due and payable or Permitted Liens; (F) there shall occur any loss, theft, substantial damage or destruction of any item or items of any Borrower's assets for which such Borrower is not fully insured (a "Loss"), if the amount of such Loss not fully covered by insurance (including any deductible in connection therewith), together with the amount of all other Losses incurred by all Borrowers not fully covered by insurance (including any deductibles in connection therewith) occurring in the same Fiscal Year, exceeds $1,000,000; (G) all or any part of any Borrower's assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and on or before the forty-fifth (45th) day thereafter such assets are not returned to such Borrower and/or such writ, distress warrant or levy is not dismissed, stayed or lifted if the amount of such Collateral or assets, together with any other such Collateral and assets that is so attached, seized, subjected to writ or distress warrant or levied upon, exceeds $1,000,000 at any time; (H) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed (i) against any Borrower and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of forty-five (45) days, or (ii) by any Borrower or any Borrower makes an assignment for the benefit of creditors or any Borrower takes any corporate action to authorize any of the foregoing; (I) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed (i) against any Subsidiary of any Borrower and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of forty-five (45) days, or (ii) any Subsidiary of any Borrower makes an assignment for the benefit of creditors or any such Subsidiary takes any action to authorize any of the foregoing; (J) Any Borrower or any Subsidiary of a Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated (except for a liquidation or dissolution of a Subsidiary permitted by Subsection 7.3 hereof); (K) Any Borrower or any Subsidiary of a Borrower becomes insolvent or fails generally to pay its debts as they become due; (L) Any Borrower is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency from conducting all or any material part of its business affairs; (M) a breach by any Borrower shall occur under any material agreement, document or instrument (other than an agreement, document or instrument evidencing the lending of money), whether heretofore, now or hereafter existing between such Borrower and any other Person, and such breach involves an exposure to such Borrower, or could give rise to liability of such Borrower, in excess of $1,000,000 with respect to Rail, or $250,000 with respect to Deco, and the same continues unwaived for more than forty-five (45) days after their commencement.such breach first occurs; (bN) Upon as to more than $500,000 individually, or $1,500,000 in the occurrence of aggregate for all Borrowers in indebtedness at any Event of Default Lessor mayone time, at its option(i) any Borrower shall fail to make any payment due (whether by scheduled maturity, exercise required prepayment, acceleration, demand or otherwise) on any or all remedies available at law or in equity, obligation for borrowed money (including, without limitation, Subordinated Debt) other than the Liabilities and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; (ii) any other default under any agreement or all of the following remediesinstrument relating to any such indebtedness (including, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediatelywithout limitation, whereupon all rights of the Lessee to the use or possession of the Aircraft Subordinated Debt), or any part thereof other event, shall absolutely cease occur and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseecontinue after the applicable grace period, if so requested by Lessorany, shall at its expense promptly return specified in such agreement or instrument if the Aircraft and Aircraft Documentation as required by this Agreement effect of such default or Lessorevent is to accelerate, at its option, may enter upon or to permit the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose acceleration of, and waives any cause the maturity of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentationsuch indebtedness; or (2iii) perform or cause any such indebtedness (including, without limitation, Subordinated Debt) shall be declared to be performed any obligationdue and payable or required to be prepaid (other than, covenant or agreement of Lessee hereunder. Lessee agrees with respect to pay all costs and expenses incurred indebtedness other than the Subordinated Debt, by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed a regularly scheduled required prepayment) prior to cure said Event of Default.the stated maturity thereof; (cO) Lessee a material and adverse change shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason occur (i) in the present or reasonably foreseeable prospective operations or financial condition of Rail or in the value of any material portion of the occurrence Collateral, or (ii) which materially impairs the ability of Rail to perform its obligations under this Agreement and the other Financing Agreements, in each case as determined by Agent; (P) the plan administrator of any Event Benefit Plan applies under Section 412(d) of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, Internal Revenue Code for a waiver of the minimum funding standards of Section 412(a) of the Internal Revenue Code and Agent in good faith believes that the approval of such waiver could subject any future Borrower, any of its Subsidiaries or subsequent default an ERISA Affiliate of such Borrower to liability in excess of $1,000,000; (Q) a Termination Event occurs which Agent in good faith believes could individually, or Event together with any other Termination Events subject any Borrower, any of Default. The failure its Subsidiaries or delay an ERISA Affiliate of Lessor such Borrower to liability in exercising excess of $1,000,000; (R) a Change in Control shall occur; (S) any rights granted it hereunder upon guarantor shall fail to comply with the terms of, or otherwise fail to perform any occurrence of its obligations under, any guaranty of the Liabilities or any security or similar agreement relating thereto or shall take any action to disaffirm any of its obligations under any such right upon the continuation guaranty or recurrence of agreement or any such contingencies guaranty or similar contingenciesagreement shall cease to be valid, enforceable or of effect without the prior written consent of the Agent and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.Lenders; or

Defaults. (a) Each of the following events shall constitute an “Event of a Default” hereunder (, whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about involuntary or be effected by operation of law, law or be pursuant to or in compliance with any judgment, decree judgment or order of any court or any order, rule rule, or regulation of any administrative governmental or non-governmental body):: (1a) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any Any representation or warranty made by Lessee in under this Agreement shall prove incorrect or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect misleading in any material respect; respect when made or deemed to have been made; (4b) if Lessee The Borrower shall operate default in the Aircraft in violation payment of any applicable lawprincipal, regulationinterest or other monetary amounts payable hereunder or under the Notes, rule or order any of any governmental authority having jurisdiction thereof them, or shall operate under the Aircraft when other Loan Documents which payment default (other than payment due on the insurance required hereunder shall Maturity Date) is not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated cured within thirty (30) calendar days after their commencement.of Borrower's receipt of notice from the Administrative Agent; (bc) Upon The Borrower shall default in the occurrence performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 6.1, and such Event of Default shall not be cured to the Majority Banks' satisfaction within a period of ninety (90) days from the date the Borrower receives notice from the Administrative Agent with respect thereto; (d) There shall occur any Event of Default Lessor mayin the performance or observance of any agreement or covenant or breach of any representation or warranty contained in any of the Loan Documents (other than this Agreement or as otherwise provided in this Section 6.1 of this Agreement) or any Subsidiary Guaranty, at which shall not be cured to the Majority Banks' satisfaction within the applicable cure period, if any, provided for in such Loan Document or ninety (90) days from the date the Borrower receives notice from the Administrative Agent with respect thereto if no cure period is provided in such Loan Document; (e) There shall be entered a decree or order for relief in respect of the Borrower or any of its optionRestricted Subsidiaries under Title 11 of the United States Code, exercise as now constituted or hereafter amended, or any other applicable federal or all remedies available at state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of the Borrower or any of its Restricted Subsidiaries, or of any substantial part of their respective properties, or ordering the winding-up or liquidation of the affairs of the Borrower or any of its Restricted Subsidiaries, or an involuntary petition shall be filed against the Borrower or any of its Restricted Subsidiaries, and a temporary stay entered, and (i) such petition and stay shall not be diligently contested, or (ii) any such petition and stay shall continue undismissed for a period of thirty (30) consecutive days; (f) The Borrower or any of its Restricted Subsidiaries shall file a petition, answer, or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, make an assignment for the benefit of creditors, or the Borrower or any of its Restricted Subsidiaries shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Borrower or any of its Restricted Subsidiaries, or of any substantial part of their respective properties, or the Borrower or any of its Restricted Subsidiaries shall fail generally to pay their respective debts as they become due, or the Borrower or any of its Restricted Subsidiaries shall take any corporate or partnership action to authorize any such action; (g) A final judgment shall be entered by any court against the Borrower or any of its Restricted Subsidiaries for the payment of money which exceeds $1,000,000.00, which judgment is not covered by insurance or a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower or any of its Restricted Subsidiaries which, together with all other such property of the Borrower or any of its Restricted Subsidiaries subject to other such process, exceeds in equityvalue $1,000,000.00 in the aggregate, includingand if, without limitationwithin thirty (30) days after the entry, issue, or levy thereof, such judgment, warrant, or process shall not have been paid or discharged or bonded or stayed pending appeal, or if, after the expiration of any such stay, such judgment, warrant, or process shall not have been paid or discharged; (1) There shall be at any time any "accumulated funding deficiency," as defined in ERISA or in Section 412 of the Code, with respect to any Plan; or (2) a trustee shall be appointed by a United States District Court to administer any Plan; or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan; or (3) any of the Borrower and its ERISA Affiliates shall incur any liability to the Pension Benefit Guaranty Corporation in connection with the termination of any Plan; or (4) any Plan or trust created under any Plan of any of the Borrower and its ERISA Affiliates shall engage in a non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject the Borrower or any ERISA Affiliate to the tax or penalty on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code; and by reason of any or all of the following remedies, as Lessor events described in its sole discretion shall elect: clauses (1) through (4), as applicable, the Borrower shall have incurred or is likely to incur liability in excess of $2,000,000.00 in the aggregate; (i) All or any portion of any Loan Document shall at any time and for any reason be declared by notice a court of competent jurisdiction in writing a suit with respect to terminate this Agreement immediatelysuch Loan Document to be null and void, whereupon or a proceeding shall be commenced by any governmental authority involving a legitimate dispute or by the Borrower or any of its Restricted Subsidiaries, having jurisdiction over the Borrower or any of its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Borrower or any of its Restricted Subsidiaries shall deny that it has any liability or obligation for the payment of principal or interest purported to be created under any Loan Document; (j) There shall occur any Change of Control; (k) Except for conveyances of all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease of the Loan Inventory between the Borrower and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseethe Guarantors there occurs any sale, if so requested lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Loan Inventory or any interest therein, voluntarily or involuntarily, whether by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession operation of and remove the same by summary proceedings law or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where , except (i) in accordance with the Aircraft or Aircraft Documentation may be located terms of this Agreement, (ii) for the purpose ofexecution of contracts with prospective purchasers, (iii) for Permitted Encumbrances, and waives (iv) in the ordinary course of business; or (l) Except in the normal course of Borrower's development of inventory into Developed Lots and construction of Dwellings thereon, without the prior written consent of Administrative Agent, Borrower grants any cause of action it may have arising fromeasement or dedication, a peaceful retaking files any plat, condominium declaration, or restriction or otherwise encumbers all or any portion of the Aircraft Loan Inventory, or Aircraft Documentation; seeks or (2) perform permits any zoning reclassification or cause variance, unless such action is expressly permitted by the Loan Documents or does not affect any Inventory which is part of the Loan Inventory. Notwithstanding anything contained herein to be performed any obligationthe contrary, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor foregoing shall not be deemed to have waived any default, Event of a Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or an Event of Default hereunder if: (i) the occurrence pertains only to specific parcel(s) within the Loan Inventory; and (ii) the affected parcel(s) is (are) removed from the Loan Inventory on or before ten (10) days in the case of a monetary occurrence and thirty (30) days in the case of a non-monetary occurrence after the occurrence or, if the Borrower is entitled to notice and cure, within the applicable notice and cure period. In the event that any such parcel is a Lot Under Development, Developed Lot or Dwelling Lot, then the Loan Funding Availability shall in be immediately calculated excluding such parcel. If, as the result of such removal, the outstanding principal balance under all Unsecured Indebtedness together with any way beunreimbursed draws under Letters of Credit would exceed the Loan Funding Availability, or be construed the Borrower shall pay (X) to bethe Administrative Agent on the Reconciliation Date immediately following the removal of such Inventory from the Loan Inventory, a waiver principal payment on the Loans in an amount sufficient to eliminate such excess of the aggregate outstanding principal balance of all Unsecured Indebtedness and unreimbursed draws under Letters of Credit over the Loan Funding Availability, together with any future due and unpaid interest on such excess or subsequent default (Y) add additional Inventory to the Loan Inventory (which is acceptable to the Administrative Agent) in an amount sufficient to cause the Loan Funding Availability to equal or Event exceed the Loans and unreimbursed draws under Letters of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinCredit.

Defaults. (a) Each It shall be a default (“Default”) under this Note and each of the following events other Loan Documents if (i) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Documents is not fully and timely performed, observed or kept; or (iii) there shall constitute an “Event of Default” hereunder (whatever the reason for such occur any default or event of default under the Mortgage or any other Loan Document. Upon the occurrence of a Default, Administrative Agent on behalf of Lenders shall have the rights to declare the unpaid principal balance and whether it accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on behalf of Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or Lenders to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent or Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges attorneys’ fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each It shall be a default ("Default") under this Note and each of the following events other Loan Documents if (i) any principal, interest or other amount of money due under this Note is not paid in full when due, in accordance with the terms and conditions of the Loan Agreement, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein is not fully and timely performed, observed or kept; or (iii) there shall constitute an “Event of Default” hereunder (whatever the reason for such occur any default or event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this the Loan Agreement or any agreementother Loan Document, document or certificate delivered by which is not cured pursuant to the Lessee terms and provisions therein. Subject to the terms of the Subordination Agreement, upon the occurrence of a Default, Lender shall have any and all rights and remedies set forth in connection herewith is or shall become incorrect the Loan Agreement, including without limitation the right (A) to declare in any material respect; accordance with the Loan Agreement the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (4) if Lessee shall operate upon such declaration, the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings same shall be commenced at once due and payable), (B) to foreclose any liens and security interests securing payment thereof and (C) to exercise any of its other rights, powers and remedies under this Note, under any bankruptcyother Loan Document, insolvency, reorganization, readjustment of debt, receivership or liquidation at law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementin equity. (b) Upon All of the occurrence Rights of Lender provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, at its option, exercise any or and all remedies available other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised, subject to the terms of the Subordination Agreement, at any time and from time to time. No failure by Lender to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Lender to accelerate the maturity of this Note or, subject to the terms of the Subordination Agreement, to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity of this Note or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges attorneys' fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each Upon the occurrence and during the continuance of a Default, Administrative Agent on behalf of the following events Lender and the other Lenders shall constitute an “Event of Default” have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (whatever and upon such declaration, the reason for such event of default and whether it same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on behalf of the Lender and the other Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent, Lender and the other Lenders to exercise, and no delay in exercising any Right, including, without limitationbut not limited to, the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or all as a waiver of any Right. Without limiting the generality of the following remediesforegoing provisions, as Lessor the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in its sole discretion full of all amounts due and payable at the time of such payment, shall elect: not (1i) by notice in writing constitute a waiver of or impair or extinguish the right of Administrative Agent, Lender and the other Lenders to terminate accelerate the maturity of this Agreement immediatelyNote or to exercise any other Right at the time or at any subsequent time, whereupon all rights or nullify any prior exercise of any such Right, (ii) constitute a waiver of the Lessee to requirement of punctual payment and performance or a novation in any respect, or (iii) in any way excuse the use or possession existence of the Aircraft a Default. (c) If Borrower sues any holder in connection with this Note or any part thereof shall absolutely cease other Loan Document and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseedoes not prevail, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee then Borrower agrees to pay to each such holder to the extent required under Section 4.15 of the Loan Agreement, in addition to principal, interest and any other sums owing to Administrative Agent, Lender and the other Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by Lessor for such performance and acknowledges that holder in any such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costssuit or proceeding, charges including attorneys’ fees and expenses, including reasonable legal fees investigation costs and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinall court costs.

Defaults. (a) Each Any of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of a default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):under this Agreement: (1a) if Lessee Borrower shall fail to pay pay, within 5 days of when due, any amount due any sum under the Note or other amount payable to City under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; Agreement; (2b) if Lessee Borrower shall fail to observe or perform any covenant or agreement contained hereinin this Agreement or associated loan documents such as the Promissory Note and Security agreements, for 10 days after written notice thereof has been given to Borrower by City; (c) Borrower uses the Loan Proceeds for purposes other than those stated in this Agreement; (d) Xxxxxxxx has not met the Deadline described in Section 2.3.5 of this Agreement. (e) Any representation, warranty, certificate or statement made by Borrower in this Agreement, including any Exhibits hereto, or in any certificate, report, financial statement or other document delivered pursuant to this Agreement or as part of the application to the City to enter into this Agreement shall prove to have been incorrect when made in any material respect; (f) A default shall occur with respect to any indebtedness of Borrower for borrowed money or with respect to any material agreement or instrument to which Borrower is a party; (g) Borrower shall fail to observe or perform any covenant or agreement contained in any Security Document or a default shall occur under any Security Document; (h) Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (i) An involuntary case or other proceeding shall be commenced against Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such failure involuntary case or other proceedings shall continue remain undismissed and unstayed for a period of fifteen 60 days; or an order for relief shall be entered against Borrower under the federal bankruptcy laws as now or hereafter in effect; (15j) calendar days after notice thereof There shall be entered against Borrower one or more judgments or decrees in excess of $10,000 in the aggregate at any time outstanding, excluding judgments or decrees which have been given in writing; (3) if any representation vacated, discharged, stayed or warranty made bonded pending appeal within 30 days from entry thereof and judgments to the extent covered by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.insurance; (bk) Upon Borrower ceases the occurrence conduct of active trade or business in the City for any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equityreason, including, without limitationbut not limited to, fire or other casualty; (l) Borrower moves from the Property or sells any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) items covered by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of DefaultSecurity Agreement. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. An Event of Default shall occur if: (ai) Each the Company shall -------- default in the payment of the following events shall constitute an “Event principal of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any orderinstallment of interest on this Note, rule when and as the same shall become due and payable, whether at maturity, on demand, on a date fixed for payment thereof, at a date fixed for prepayment, by acceleration or regulation of any administrative or governmental body): otherwise, (1ii) if Lessee the Company shall fail to pay when due perform or observe any sum under this Agreement covenant, obligation or agreement contained herein and the Company has not remedied such failure shall continue for a period of three business default within fifteen (15) days after oral, facsimile, electronic mail or written notice of default has been given by Lessor the Investor to Lessee; the Company, (2iii) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company, or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, reorganizationreceivership or similar law, readjustment (b) the appointment of debta receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, or (c) the winding up or liquidation of the Company, and such proceeding or petition shall continue undismissed for 60 days, or any order or decree approving or ordering any of the foregoing shall be entered or (iv) the Company shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. similar law, (b) Upon consent to the occurrence institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any Event petition described herein, (c) file an answer admitting the material allegations of Default Lessor maya petition filed against it in any such proceeding, at its option(e) make a general assignment for the benefit of creditors, exercise any or all remedies available at law or in equity(f) become unable, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice admit in writing its inability or fail generally to terminate this Agreement immediatelypay its debts as they become due, whereupon all rights (g) suspend the operation of the Lessee to the use its business or possession of the Aircraft or (h) take any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located action for the purpose of, and waives of effecting any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaultforegoing. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (ai) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): ): (1A) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three fifteen (15) business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2B) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3C) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4D) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5E) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6F) if any such proceedings shall be instituted against either Party party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (bii) Upon the occurrence of any Event of Default Lessor Default, the non-defaulting party may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor such non-defaulting party in its sole discretion shall elect: (1A) by notice in writing to writing, terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are is located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft DocumentationAircraft; or (2B) perform or cause to be performed any obligation, covenant or agreement of Lessee the defaulting party hereunder. In the event Lessee is the defaulting party, Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (ciii) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default Default, for which Lessee is the defaulting party, or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by a duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute a default by Borrower under this Note and shall be referred to as an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):”: (1a) if Lessee shall fail If Borrower fails to pay when any amount due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required payable hereunder shall not be in effect; within five (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment business days of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.the date when due; (b) Upon If Borrower otherwise fails to perform, keep or observe any term, provision, condition, covenant, warranty or representation contained in this Note or the occurrence of any Purchase Agreement which is required to be performed, kept or observed by Borrower; (c) If an Event of Default Lessor mayshall have occurred under the Security Agreement (as defined below); (d) If Borrower (i) becomes insolvent or generally fails to pay, at or admits in writing its optioninability to pay debts as they become due; (ii) applies for, exercise consents to, or acquiesces in, the appointment of a trustee, receiver, sequestrator or other custodian for it or any of its property, or make a general assignment for the benefit of its creditors; (iii) in the absence of such application, consents or acquiescences, permits or suffers to exist the appointment of a trustee, receiver, sequestrator or other custodian for it or for all remedies available at of its property thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 90 days, provided that it hereby expressly authorizes the Subordinated Lender to appear in any court conducting any relevant proceeding during such 90-day period to preserve, protect and defend Subordinated Lender’s rights under this Note; or (iv) files for or permits or suffers to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or in equity, (including, without limitation, Xxxxx 00, Xxxxxx Xxxxxx Code, as amended from time to time), or any dissolution, winding up or all liquidation proceeding, in respect of it, and, if any such case or proceeding is not commenced by it, such case or proceeding shall be consented to or acquiesced in by it or shall result in the entry of an order for relief or shall remain for 90 days undismissed; (e) If a default shall have occurred under any agreement between Borrower and any other third party lender to the Borrower, in each case if such default results in the acceleration of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights maturity of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaultunderlying indebtedness. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each If any of the following events shall constitute (herein called an “"Event of Default” hereunder ") shall occur and be continuing: (whatever a) If the reason for Company shall default in the payment (whether or not such event payment is prohibited under Article 5 hereof) of default (i) any part of the principal on any Convertible Note, when the same shall become due and payable, whether it shall be voluntary at maturity or involuntaryby acceleration or otherwise, or come about or be effected by operation of law(ii) the interest on any Convertible Note, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee when the same shall fail to pay when become due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinpayable, and such failure default in the payment of interest shall continue have continued for a period of fifteen (15) calendar days after notice thereof days; (b) If the Company shall have been given default in writingthe performance of any agreement or covenant contained in this Agreement or the Convertible Notes and such default shall continue for thirty (30) days; or (3c) if If any representation or warranty made by Lessee in this Agreement the Company herein or any agreement, document or certificate delivered by the Lessee in connection herewith is or Company pursuant hereto shall become prove to have been incorrect in any material respectrespect when made; or (4d) if Lessee If (i) the Company shall operate the Aircraft fail to make any payment in violation respect of any Indebtedness when due or within any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictiongrace period; or (6ii) if any such proceedings shall be instituted against either Party and shall not be withdrawn other event of default, as defined in any material indenture or terminated within thirty (30) calendar days after their commencement. (b) Upon material instrument evidencing or under which there is at the occurrence of time outstanding any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all Indebtedness of the following remediesCompany, as Lessor in its sole discretion shall elect: occur which (1) by notice results in writing to terminate this Agreement immediately, whereupon all rights the acceleration of the Lessee to the use or possession maturity of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; such Indebtedness or (2) perform enables (or, with the giving of notice, would enable) the holder of such Indebtedness or cause any person acting on such holder's behalf to accelerate the maturity thereof if, in the case of subclause (2) hereof, such event or condition has been in existence for 180 days without being cured or waived; provided, that, the aggregate principal amount of the Indebtedness referred to in clause (i) or (ii) (together with any other defaulted Indebtedness) exceeds $1,000,000; or (e) If a final judgment which, either alone or together with other outstanding final judgments against the Company and its Subsidiaries, exceeds an aggregate of $1,000,000 shall be rendered against the Company or any Subsidiary and such judgment shall have continued undischarged or unstayed for sixty (60) days after entry thereof; or (f) If the Company or any Subsidiary shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts; or if the Company or any Subsidiary shall suffer the appointment of a receiver or trustee for it or substantially all of its assets and, if appointed without its consent, not to be performed discharged or stayed within sixty (60) days; or if the Company or any obligationSubsidiary shall suffer proceedings under any law relating to bankruptcy, covenant insolvency or agreement the reorganization or relief of Lessee hereunder. Lessee agrees debtors to be instituted by or against it, and, if contested by it, not to be dismissed or stayed within sixty (60) days; or if the Company or any Subsidiary shall fail generally to pay its debts as they become due; or if the Company or any Subsidiary shall suffer any writ of attachment or execution or any similar process to be issued or levied against it or any significant part of its property with respect to claims in excess of $1,000,000, which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; or if the Company or any Subsidiary takes corporate action in furtherance of any of the aforesaid purposes or conditions; then and in each such event the holders of forty percent (40%) or more in aggregate principal amount of the Convertible Notes then outstanding may at any time (unless all costs defaults shall theretofore have been remedied) at its or their option, by written notice or notices to the Company, declare all the Convertible Notes to be due and expenses incurred payable, whereupon the same shall forthwith mature and become due and payable, together with all interest accrued thereon, without presentment, demand, protest or notice, all of which are hereby waived; provided, however, that this provision is subject to the condition that if, at any time after the principal of the Convertible Notes shall so become due and payable, any arrears of principal and interest on the Convertible Notes (with interest at the rate specified in the Convertible Notes on any overdue principal and, to the extent legally enforceable, on any interest overdue) shall be paid by Lessor or for the account of the Company, then the holder or holders of at least fifty-one percent (51%) in aggregate principal amount of the Convertible Notes then outstanding, by written notice or notices to the Company, may waive such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee Default and its consequences and rescind or annul such declaration, but no such waiver shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of extend to or affect any subsequent Event of Default or impair any right resulting therefrom; provided, further, that notwithstanding the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusiveforegoing, but each if there shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, occur an Event of Default under clause (f) above, or right hereunder unless a breach of the same is acknowledged covenants contained in writing by duly authorized representative of Lessor. No waiver by Lessor Sections 9.1 or 9.3 hereof, then the Convertible Notes, together with all interest accrued thereon, shall immediately mature and become due and payable, without the necessity of any default action by the Purchasers or Event notice to the Company. If any holder of Default hereunder a Convertible Note shall in give any way be, notice or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of take any other right provided hereinaction with respect to a claimed default, the Company, forthwith upon receipt of such notice or obtaining knowledge of such other action, will give written notice thereof to all other holders of the Convertible Notes then outstanding, describing such notice or other action and the nature of the claimed default.

Defaults. (a) Each 15.1 The failure of the following events shall constitute an “Event Owner, Developer or the Town to comply with the terms of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated cured within thirty (30) calendar days after their commencementwritten notice from the non-defaulting party to the defaulting party (as such time period may be extended with regard to non-monetary breaches or a reasonable period of time based on the circumstances, provided such defaulting party commences to cure such breach within such thirty (30) day period and is proceeding diligently and expeditiously to complete such cure) shall constitute a default, entitling the non-defaulting party to pursue such remedies as deemed appropriate, including specific performance; provided however no termination of this Agreement may be declared by the Town absent its according the Owner and any relevant Developer the notice, hearing and opportunity to cure in accordance with the Act; and provided any such termination shall be limited to the portion of the Property in default, and provided further that nothing herein shall be deemed or construed to preclude the Town or its designee from issuing stop work orders or voiding permits issued for Development when such Development contravenes the provisions of the Zoning Regulations or this Agreement. A default of the Owner shall not constitute a default by Developers, and default by Developers shall not constitute a default by the Owner. The parties acknowledge that individual residents and owners of completed buildings within the Property shall not be obligated for the obligations of the Owner or Developer set forth in this Agreement. 15.2 Notwithstanding the foregoing or anything to the contrary in this Agreement, the parties agree that the Town’s sole and exclusive remedy for any default pursuant to Section 12.1 of this Agreement (ba “Phasing Default”) Upon shall be to terminate this Agreement, upon which termination all rights and obligations of the occurrence of parties under this Agreement shall cease, and the Town hereby expressly waives any Event of Default Lessor mayand all other remedies it may otherwise have, at its option, exercise any or all remedies available either at law or in equity, including, without limitation, any resulting from or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, from a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Phasing Default. (c) Lessee 15.3 Notwithstanding anything to the contrary herein, in no event shall any party to this Agreement be liable liable, nor shall any action be brought, for all costsconsequential, charges and expensesincidental, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default exemplary or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinpunitive damages.

Defaults. (a) Each The occurrence of any of the following events shall constitute an “Event of Default” Default hereunder: (a) any representation or warranty made by the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor hereunder (whatever or under the reason for such event of default and whether it shall be voluntary or involuntaryTransaction Documents, or come about in any certificate furnished hereunder or under the Transaction Documents, shall prove to be effected by operation of law, untrue or be pursuant to or incomplete in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):material respect; (1i) if Lessee the Issuer, the Master Servicer, the Eligible Lender Trustee, the Seller or the Depositor shall fail to pay when due any sum amount payable by the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor hereunder or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction shall find or rule that any Transaction Document is not valid and binding on the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor; (c) the occurrence and continuance of an "Event of Default" under the Indenture, as defined therein. (d) any failure on the part of the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor contained in this Insurance Agreement and such failure shall continue or in any other Transaction Document which continues unremedied for a period of three business 30 days with respect to this Insurance Agreement, or, with respect to any other Transaction Document, beyond any cure period provided for therein, after oral, facsimile, electronic mail or the date on which written notice has been given by Lessor of such failure, requiring the same to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinbe remedied, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation to the Issuer, the Master Servicer, the Seller, the Administrator or warranty made by Lessee in this Agreement or any agreementthe Depositor, document or certificate delivered as applicable, by the Lessee in connection herewith is Insurer (with a copy to the Eligible Lender Trustee and the Indenture Trustee) or shall become incorrect in any material respect; by the Eligible Lender Trustee or the Indenture Trustee (4with a copy to the Insurer); (e) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule decree or order of any governmental a court or agency or supervisory authority having jurisdiction thereof or shall operate in the Aircraft when the insurance required hereunder shall not be premises in effect; (5) if any proceedings shall be commenced an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, reorganization, readjustment of debt, receivership marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation law of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller, the Administrator or statute the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.90 consecutive days; (bf) Upon the occurrence Issuer, the Master Servicer, the Seller, the Administrator or the Depositor shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any Event insolvency, readjustment of Default Lessor maydebt, at its optionmarshalling of assets and liabilities or similar proceedings of or relating to the Issuer, exercise any the Master Servicer, the Seller, the Administrator or the Depositor or of or relating to all remedies available at law or in equity, including, without limitation, any or substantially all of the following remediesproperty of either; (g) the Issuer, as Lessor in its sole discretion the Master Servicer, the Seller, the Administrator or the Depositor shall elect: (1) by notice admit in writing its inability to terminate this pay its debts generally as they become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (h) the occurrence and continuance of a "Master Servicer Default" or an "Administrator Default" under the Sale and Servicing Agreement immediately, whereupon all rights as defined herein; or (i) the failure of the Lessee Seller to comply with, or maintain the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose accuracy of, the Opinion Facts and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of DefaultAssumptions. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each It shall be a default ("Default") under this Note and each of the following events other Loan Documents if (1) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Documents is not fully and timely performed, observed or kept; or (iii) there shall constitute an “Event of Default” hereunder (whatever the reason for such occur any default or event of default under the Mortgage or any other Loan Document. Upon the occurrence of a Default, Administrative Agent on behalf of the Lenders shall have the rights to declare the unpaid principal balance and whether it accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, "Rights") of Administrative Agent on behalf of the Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, at its option, exercise any or and all remedies available other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or Lenders to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent or Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges attorneys' fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of any Event of Default Maturity Date, or the exercise of Lessor’s remedies whether in connection with respect thereto. No remedy referred to herein bankruptcy, insolvency or appeal, or whether collection is intended to be exclusive, but each shall be cumulative and in addition to made against Borrower or Guarantor or endorser or any other remedy referred to above person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each of the following events shall constitute an “With respect to any Default or Event of Default, the words “exists”, “is continuing” hereunder (whatever or similar expressions with respect thereto shall mean that the reason for such event Default or Event of default Default has occurred and whether it shall be voluntary has not yet been cured or involuntarywaived. If, or come about or be effected by operation of law, or be pursuant prior to or in compliance with any judgment, decree or order the taking of any court action under Section 11.12 (or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitationunder Section 11.5), any Default or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default occurs due to (a) the failure by any Credit Party to take any action by a specified time, such Default or the exercise Event of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each Default shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any defaultbeen cured at the time, Event of Default if any, that the applicable Credit Party takes such action or right hereunder unless (b) the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor taking of any default action by any Credit Party that is not then permitted by the terms of this Agreement or any other Credit Document, such Default or Event of Default hereunder shall be deemed to be cured on the earlier to occur of (x) the date on which such action would be permitted at such time to be taken under this Agreement and the other Credit Documents pursuant to an applicable amendment or waiver permitting such action and (y) the date on which such action is unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement and the other Credit Documents; provided that, subject in any way beall respects to subsection (iv) of this Section 1.18, or an Event of Default resulting from the failure to deliver a notice pursuant to Section 9.1(e)(i) shall cease to exist and be construed to be, a waiver of any future or subsequent default cured in all respects if the Default or Event of Default giving rise to such notice requirement shall have ceased to exist and/or be cured. Notwithstanding anything to the contrary in this Section 1.18, an Event of Default (the “Initial Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence ”) may not be cured pursuant to this Section 1.18: (i) if the taking of any action by any Credit Party or Restricted Subsidiary of a Credit Party that is not permitted during, and as a result of, the continuance of such right upon Initial Default directly results in the continuation cure of such Initial Default and the applicable Credit Party or recurrence Restricted Subsidiary had actual knowledge at the time of taking any such contingencies action that the Initial Default had occurred and was continuing, (ii) in the case of an Event of Default under Section 11.7, 11.8 or similar contingencies11.9 that directly results in material impairment of the rights and remedies of the Lenders, Collateral Agent and Administrative Agent under the Credit Documents and that is incapable of being cured, (iii) in the case of an Event of Default under Section 11.3 arising due to the failure to perform or observe Section 9.3 that directly results in a material adverse effect on the ability of the Borrower and the other Credit Parties (taken as a whole) to perform their respective payment obligations under any single Credit Document to which the Borrower or partial exercise any of any particular right by Lessor shall not exhaust the same or constitute other Credit Parties is a waiver party, (iv) in the case of any other right provided hereinan Initial Default for which (A) the Borrower failed to give notice to the Agent and the Lenders of such Initial Default in accordance with Section 9.1(e)(i) of this Agreement and (B) the Borrower had actual knowledge of such failure to give such notice, or (v) if the Initial Default had a Material Adverse Effect.

Defaults. (a) Each It shall be a default ("DEFAULT") under this Note and each of the following events other Loan Documents if, subject to the grace periods provided in the Credit Agreement or the other Loan Documents, (i) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Documents is not fully and timely performed, observed or kept; or (iii) there shall constitute an “Event of Default” hereunder (whatever the reason for such occur any default or event of default under the Mortgage or any other Loan Document. Upon the occurrence and whether it during the continuation of a Default, Administrative Agent on behalf of the Lenders shall have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, "RIGHTS") of Administrative Agent on behalf of the Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or LenderS to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent or Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lenders hereunder and under the other Loan Documents, all costs and expenses reasonably incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges reasonable attorneys' fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above Person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each The occurrence of any of the following events shall constitute an “"Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):": (1a) if Lessee The Borrower shall fail to pay any interest with respect to the 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 due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any sum under 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 Agreement, and such failure default or breach shall continue for a period of three business thirty days after oralthere has been given, facsimileby registered or certified mail, electronic mail or to the Borrower by the Agent a written notice has been given 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 Lessor 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 Lesseethe 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; (2) provided, however, that if Lessee such event of default shall fail to perform any covenant be remedied or agreement contained hereincured by the Borrower, and or waived by the holders of such failure shall continue for a period of fifteen (15) calendar 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 given in writing; remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (3f) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings 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, reorganizationreorganization or similar law, readjustment (ii) the appointment of debta receiver, receivership 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 statute 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 jurisdiction; of the foregoing. (h) A final judgment or (6) if any such proceedings judgments for the payment of money in excess of $75,000,000 in the aggregate shall be instituted entered against either Party the Borrower by a court or courts of competent jurisdiction, and the same shall not be withdrawn discharged (or terminated provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) calendar 30 days after their commencementfrom the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (bi) Upon At any time after a Change in Control, the occurrence of any Event of Default Lessor may, Borrower fails to maintain at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all least one of the following remediescredit ratings for its Senior Medium-Term Notes, as Lessor in its sole discretion shall electSeries A: (1a) BBB- (or better) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising fromStandard & Poor's Ratings Service, a peaceful retaking Division of the Aircraft or Aircraft Documentation; The McGraw-Hill Companies, Inc., or (2b) perform Baa3 (or cause to be performed any obligationbetter) by Moody'x Xxxxxxxxs Service, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.Inc.

Defaults. (a) Each Notwithstanding the foregoing, Factor may terminate this Agreement without notice and all Obligations shall, unless and to the extent that Factor otherwise elects, become immediately due and payable without notice or demand upon the occurrence and during the continuance of any one or more of the following events shall constitute (each an “Event of Default” hereunder (whatever ”): a) Client fails to pay any Obligation when due; b) Client commits any breach of or default in the reason for such event performance of default and its representations, warranties or covenants whether it shall be voluntary contained herein or involuntaryin any instrument or document delivered pursuant hereto or in any other Agreement, instrument, or come about or be effected by operation of law, or be pursuant document under which it is obligated to or in compliance with any judgment, decree or order of any court Factor; c) Client or any order, rule other party liable upon any Obligation (i) makes any false or regulation of any administrative or governmental body): (1) if Lessee shall fail untrue representation to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given Factor in writing; (3) if any representation or warranty made by Lessee in connection with this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respecttransaction relating thereto; (4ii) if Lessee shall operate become(s) unable to pay its debts as they mature; (iii) make(s) a general assignment for the Aircraft in violation benefit of creditors, suspend(s) the transaction of Client’s usual business, convene(s) or cause(s) to be convened a meeting of Client creditors or principal creditors or take(s) advantage of the insolvency laws of any applicable lawState, regulation, rule or a case is commenced or a petition in bankruptcy or for an arrangement or reorganization under the Federal Bankruptcy Code is filed by or against Client or any such other party or a custodian or receiver (or other court designee performing the functions of a receiver) is appointed for or takes possession of Client’s or any such other party’s assets or affairs or an order of any governmental authority having jurisdiction thereof for relief in a case commenced under the United States Bankruptcy Code is entered; or shall operate the Aircraft when the insurance required hereunder shall not be in effectd) [omitted]; (5e) if any proceedings Client shall be commenced under dissolved; f) there shall be issued or filed against Client, or other party liable upon any bankruptcyObligations, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictiontax lien; g) [omitted]; h) [omitted]; or (6i) if any such proceedings or there shall be instituted issued or filed against either Party and shall Client any attachment, injunction, execution, or judgment which is not be withdrawn removed, satisfied or terminated bonded to Factor’s reasonable satisfaction within thirty (30) calendar days after their commencementsame was issued or filed. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):”: (1a) if Lessee The Company shall fail to pay (i) any interest due on the Note, or any other amount payable hereunder (other than a principal payment on the Note) by five (5) days after the same becomes due; or (ii) any principal amount due on the Note when due; (b) The Company shall default in the performance or observance of any agreement, covenant, condition, provision or term contained in Article VI or Section 7.01 or 7.06 of this Agreement; (c) The Company or any Credit Party shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this Agreement or any Loan Document continuing for a period of thirty days after the earlier of the date upon which (i) the Chairman, President or Chief Financial Officer of the Company or such other Credit Party obtains knowledge of such default or (ii) written notice thereof is given to the Company by the Lender; (d) Any representation or warranty made by the Company herein or any certificate delivered pursuant hereto, or any financial statement delivered to Lender hereunder, shall prove to have been false in any material respect as of the time when made or given; (e) The Company or any Restricted Subsidiary shall fail to pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any sum part of the principal of or interest on any Indebtedness of or assumed by it, or of the rentals due under this Agreement any lease or sublease, or of any other obligation for the payment of money (the aggregate amount of which Indebtedness, rentals and other obligations exceeds $3,000,000), and such failure default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and such default shall continue for a period of three business time sufficient to permit the acceleration of the maturity of any such Indebtedness or other obligation or the termination of such lease or sublease; (f) A final judgment which, together with all other outstanding final judgments against the Company and its Restricted Subsidiaries, or any of them, exceeds an aggregate of $3,000,000 shall be entered against the Company or any Restricted Subsidiary and shall remain outstanding and unsatisfied, unbonded, unstayed or uninsured after 60 days after oralfrom the date of entry thereof; (g) The Company, facsimileany Restricted Subsidiary or any Credit Party shall: (i) become insolvent; or (ii) be unable, electronic mail or written notice has been given by Lessor admit in writing its inability to Lesseepay its debts as they mature; or (2iii) if Lessee shall fail make a general assignment for the benefit of creditors or to perform an agent authorized to liquidate any covenant substantial amount of its property; or agreement contained herein(iv) become the subject of an “order for relief” within the meaning of the United States Bankruptcy Code; or (v) become the subject of a creditor’s petition for liquidation, and such failure shall continue reorganization or to effect a plan or other arrangement with creditors which remains undismissed for a period of fifteen sixty (1560) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictiondays; or (6vi) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing apply to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located a court for the purpose of, and waives appointment of a custodian or receiver for any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentationits assets; or (2vii) perform have a custodian or cause receiver appointed for any of its assets (with or without its consent); or (viii) have any of its assets garnished, seized or forfeited, or threatened with garnishment, seizure or forfeiture; or (ix) otherwise become the subject of any insolvency proceedings or propose or enter into any formal or informal composition or arrangement with its creditors; (h) This Agreement, any Note or any Loan Document shall, at any time after their respective execution and delivery, and for any reason, cease to be performed any obligation, covenant in full force and effect or agreement of Lessee hereunder. Lessee agrees to pay all costs be declared null and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way bevoid, or be construed revoked or terminated, or the validity or enforceability thereof or hereof shall be contested by the Company, any Credit Party or any shareholder of the Company or any Credit Party, or the Company or any Credit Party shall deny that it has any or further liability or obligation thereunder or hereunder, as the case may be; (i) Any Reportable Event, which the Lender determines in good faith to be, a waiver constitute grounds for the termination of any future Plan by the Pension Benefit Guaranty Corporation or subsequent default for the appointment by the appropriate United States District Court of a trustee to administer any Plan, shall have occurred, or Event any Plan shall be terminated within the meaning of Default. The failure Title IV of ERISA, or delay of Lessor a trustee shall be appointed by the appropriate United States District Court to administer any Plan, or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, and in exercising any rights granted it hereunder upon any occurrence case of any event described in the preceding provisions of this subsection (i) the Lender determines in good faith that the aggregate amount of the liability of the Company and its Subsidiaries to the Pension Benefit Guaranty Corporation under ERISA shall exceed $3,000,000 and such right upon liability is not covered, for the continuation benefit of the Company, by insurance; or recurrence the Company or any Subsidiary shall become a member of any such contingencies or similar contingencies, and any single or partial exercise a Multiemployer Plan; or (j) Any Change of any particular right by Lessor Control shall not exhaust the same or constitute a waiver of any other right provided hereinoccur.

Defaults. 12.1 In the event that (ai) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due the Base Rent or any sum under this Agreement and such failure shall continue other Amount Due for a period of three business more than ten (10) days after oralits due date, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2ii) if Lessee shall fail to perform comply with any covenant of the terms, covenants, conditions, or agreement agreements herein contained herein, or any of the rules and regulations now or hereafter established for the government of the Building and such failure shall continue to comply continues for a period of fifteen thirty (1530) calendar days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall fail for more than thirty (30) days after written notice thereof shall have been given in writing; from Lessor to Lessee to comply (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated fail to diligently pursue within thirty (30) calendar days after their commencement. compliance which cannot reasonably be completed with such thirty (b30) Upon the occurrence day period and within sixty (60) days comply with) with any term, provision, condition or covenant of any Event other agreement between Lessor and Lessee; then Lessor shall have the option, but not the obligation, to do any one or more of Default the 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 which event Lessee shall surrender the Premises to Lessor immediately upon expiration of ten (10) days from the date of the service upon Lessee of written notice to that effect, without any further notice or demand. In the event Lessor shall become entitled to the possession of the Premises by any termination of this Lease herein provided, and Lessee shall refuse to surrender or deliver up possession of the Premises after the service of such notice, then Lessor may, without further notice or demand, enter into and upon the Premises, or any part thereof, and take possession of and repossess the Premises as Lessor's former estate, and expel, remove, and put out of possession Lessee and its effects, using such help, assistance and force in so doing as may be needful and proper, without being liable for prosecution or damages therefor, and without prejudice to any 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, exercise 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 remedies available 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 property at law a public or private sale, in equityone or successive sales, with or without notice, to the highest bidder for cash, and, on behalf of Lessee, sell and convey all or part of the property to the highest bidder, delivering to the highest bidder all of Lessee's title and interest in the property sold to him. The proceeds of the sale of the property shall be applied by Lessor toward the reasonable costs and expenses of the sale, including, without limitation, attorneys' fees, and then toward the payment of 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 event of a default or threatened default under this Lease by Lessee, Lessor shall be entitled to all of the following equitable remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediatelyincluding, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease without limitation, injunction and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaultspecific performance. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each It shall be a default ("Default") under this Note and each of the following events other Loan Documents if (i) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Documents is not fully and timely performed, observed or kept; or (iii) there shall constitute an “Event of Default” hereunder (whatever the reason for such occur any default or event of default under the Mortgage or any other Loan Document. Upon the occurrence of a Default, Administrative Agent on behalf of Lenders shall have the rights to declare the unpaid principal balance and whether it accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, "Rights") of Administrative Agent on behalf of Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or Lenders to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent or Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges attorneys' fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it Debtor shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum default under this Agreement and such failure shall continue for a period each of the other Debt Documents if any one of the following should occur: (i) Debtor breaches its obligation to pay within three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if business days following the due date thereof any representation installment or warranty made by Lessee in this Agreement other amount due or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced coming due under any bankruptcyof the Debt Documents, insolvencyother than by Secured Party’s failure to process a deduction from Debtor’s Primary Operating Account pursuant to Section 2(w); (ii) Debtor, reorganizationwithout the prior written consent of Secured Party, readjustment attempts to or does sell, rent, lease, license, mortgage, grant a security interest in, or otherwise transfer or encumber, or allow Liens (except for Permitted Liens) upon, any of debtthe Collateral; (iii) Debtor breaches any of its insurance obligations under Section 4; (iv) Debtor breaches any of its obligations under Sections 2(m) or 2(y) or Sections 3(i), receivership or liquidation law or statute of any jurisdiction; (j), or (6k); (v) if Debtor breaches any such proceedings shall be instituted against either Party of its other non-payment obligations under any of the Debt Documents and shall not be withdrawn or terminated fails to cure that breach within thirty (30) calendar days after their commencement.it has occurred; (vi) Any warranty, representation or statement made by Debtor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall be false or misleading in any material respect; (vii) Any of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any legal or administrative proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of the Collateral to a material risk of attachment, execution, levy, seizure or confiscation and no bond is posted or protective order obtained to negate such risk; (viii) Debtor breaches or is in default under any other agreement between Debtor and Secured Party; (ix) Debtor or any guarantor or other obligor for any of the Indebtedness (collectively “Guarantor”) dissolves, terminates its existence, becomes insolvent or ceases to do business as a going concern; (x) If Debtor or any Guarantor is a natural person, and Debtor or any such Guarantor dies or becomes incompetent; (xi) A receiver is appointed for all or of any part of the property of Debtor or any Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors; (xii) Debtor or any Guarantor files a petition under any bankruptcy, insolvency or similar law, or any such petition is filed against Debtor or any Guarantor and is not dismissed within forty-five (45) days; (xiii) Debtor’s improper filing of an amendment or termination statement relating to a filed financing statement describing the Collateral; (xiv) Debtor shall merge with or consolidate into any other entity or sell all or substantially all of its assets or in any manner terminate its existence; (xv) If Debtor is a privately held corporation, more than 50% of Debtor’s voting capital stock, or effective control of Debtor’s voting capital stock, issued and outstanding from time to time, is not retained by the holders of such stock on the date the Agreement is executed; (xvi) If Debtor is a publicly held corporation, there shall be a change in the ownership of Debtor’s stock such that Debtor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933; (xvii) Debtor defaults under any agreement to pay Additional Indebtedness or any other financing arrangement between Debtor and a third party in an amount exceeding $100,000; (xviii) Secured Party shall have determined in its sole and good faith judgment that (a) it is the clear intention of Debtor’s investors to not continue to fund the Debtor in the amounts and timeframe necessary to enable Debtor to satisfy the Indebtedness as it becomes due and payable or (b) Upon there is a material impairment in the occurrence of any Event of Default Lessor may, at its option, exercise any perfection or all remedies available at law or in equity, including, without limitation, any or all priority of the following remediesSecured Party’s security interest in the Collateral; or (xix) [intentionally omitted] (xx) Without the prior written consent of Secured Party, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor which consent shall not be deemed unreasonably withheld or delayed, Debtor creates, incurs, assumes or permits to cure said Event exist any Indebtedness to Maxygen, Inc. (“Maxygen”) in excess of Default. One Million, Two Hundred Twenty-Five Thousand Dollars (c$1,225,000) Lessee in aggregate in any fiscal year, or Debtor makes any payments to Maxygen in any fiscal year in excess of the lower of: (i) the aggregate of the fair market value of services provided by Maxygen to Debtor during such fiscal year, or (ii) the aggregate of One Million, Two Hundred Twenty-Five Thousand Dollars ($1,225,000). Notwithstanding the foregoing, Debtor shall be liable permitted to pay the balance of previously incurred, existing and anticipated Indebtedness to Maxygen up to a total amount of One Million, Five Hundred Thousand Dollars ($1,500,000) for all coststhe period January 1, charges and expenses2005 to December 31, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein2005.

Defaults. (a) Each Upon the occurrence and during the continuance of a Default, Administrative Agent on behalf of the following events Lender and the other Lenders shall constitute an “Event of Default” have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (whatever and upon such declaration, the reason for such event of default and whether it same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on behalf of the Lender and the other Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent, Lender and the other Lenders to exercise, and no delay in exercising any Right, including, without limitationbut not limited to, the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or all as a waiver of any Right. Without limiting the generality of the following remediesforegoing provisions, as Lessor the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in its sole discretion full of all amounts due and payable at the time of such payment, shall elect: not (1i) by notice in writing constitute a waiver of or impair or extinguish the right of Administrative Agent, Lender and the other Lenders to terminate accelerate the maturity of this Agreement immediatelyNote or to exercise any other Right at the time or at any subsequent time, whereupon all rights or nullify any prior exercise of any such Right, (ii) constitute a waiver of the Lessee requirement of punctual payment and performance or a novation in any respect, or (iii) in any way excuse the existence of a Default. (c) If any Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrowers agree to pay to each such holder to the use or possession extent required under Section 4.15 of the Aircraft or Loan Agreement, in addition to principal, interest and any part thereof shall absolutely cease other sums owing to Administrative Agent, Lender and terminate but Lessee shall remain liable as hereinafter provided; the other Lenders hereunder and thereupon Lesseeunder the other Loan Documents, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that holder in any such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costssuit or proceeding, charges including attorneys’ fees and expenses, including reasonable legal fees investigation costs and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinall court costs.

Defaults. The following events shall be "Events of Default": (a) Each The occurrence of the following events shall constitute an “Event of Default” hereunder Default (whatever as defined in the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):Note) under the Note; (1b) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any Any representation or warranty made by Lessee of a Debtor in this Agreement or any agreement, document or certificate delivered by in the Lessee in connection herewith is or Intellectual Property Security Agreement shall become prove to have been incorrect in any material respect; respect when made; (4c) if Lessee The failure by a Debtor to observe or perform any of its obligations hereunder or in the Intellectual Property Security Agreement for five (5) days after delivery to such Debtor of notice of such failure by or on behalf of the Secured Party; (d) A Debtor shall operate prepay, redeem, defease, purchase, or otherwise acquire any of its or its subsidiaries' indebtedness, other than permitted prepayments under the Aircraft Note; (e) A Debtor shall make any distribution or declare or pay any dividends (in violation cash or other property, other than common stock) on, or purchase, acquire, redeem, or retire any of its capital stock, of any applicable lawclass, regulationwhether now or hereafter outstanding; (f) Parent shall modify or change its method of accounting or enter into, rule modify, or order terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the preparation or storage of its accounting records; (g) If a judgment or other claim becomes a lien or encumbrance upon any material portion of a Debtor's assets; and (h) If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by a Debtor, or a proceeding shall be commenced by a Debtor, or by any governmental authority having jurisdiction thereof over a Debtor, seeking to establish the invalidity or unenforceability thereof, or a Debtor shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if deny that a Debtor has any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership liability or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause obligation purported to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaultcreated under this Agreement. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default A. It is covenanted and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) agreed that if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee either Party shall fail to perform any covenant of the covenants or agreement contained hereinobligations imposed upon it under and by virtue of the Agreement or these GT&C, in addition to its other rights and remedies, the other Party may terminate the Agreement by proceeding as follows: 1) The Party not in default shall cause a written notice to be served on the other Party in default, stating specifically the cause for terminating the Agreement, and such failure shall continue for a period declaring it to be the intention of fifteen (15) calendar days after the Party giving notice thereof to terminate the same; thereupon, the Party in default shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementthe service of the aforesaid notice in which to remedy or remove the cause or causes stated in the notice for terminating the Agreement. If within said thirty (30) days the Party in default does so remove and remedy said cause or causes, or fully indemnifies the Party not in default for any and all consequences of such breach, then such notice shall be withdrawn and the Agreement shall continue in full force and effect. 2) In case the Party in default does not remedy and remove the cause or causes, or does not indemnify the Party giving the notice for any and all consequences of such breach, within said period of thirty (b30) Upon days, then the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of party claiming default shall thereafter have the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing option to terminate this Agreement immediatelywhich option shall be exercised, whereupon all rights if at all, by delivering written notice to the Party in default no later than ten (10) days after the end of such thirty-day period. In the event there is a dispute regarding whether a default exists, such dispute shall be governed by the arbitration provisions of Section 15 of these GT&C and the thirty-day cure period shall begin on the first day after the date of the Lessee arbitration award. 3) Any cancellation of the Agreement pursuant to the use or possession provisions of this Section shall be without prejudice to the obligation of Buyer to make payments for Gas delivered to Buyer hereunder to the time of cancellation, and without waiver of any remedy to which the Party not in default may be entitled for violations of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of DefaultAgreement. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. B. No waiver by Lessor either Seller or Buyer of any default or Event of Default hereunder the other under the Agreement shall in any way be, or be construed to be, operate as a waiver of any future default, whether of like or subsequent default different character or Event of Default. The nature, nor shall any failure or delay of Lessor in exercising to exercise any rights granted it right hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute be considered as a waiver of any other such right provided hereinin the future.

Defaults. (a) Each Upon the occurrence and during the continuance of a Default, Administrative Agent on behalf of the following events Lender and the other Lenders shall constitute an “Event of Default” have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (whatever and upon such declaration, the reason for such event of default and whether it same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on behalf of the Lender and the other Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent, Lender and the other Lenders to exercise, and no delay in exercising any Right, including, without limitationbut not limited to, the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or all as a waiver of any Right. Without limiting the generality of the following remediesforegoing provisions, as Lessor the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in its sole discretion full of all amounts due and payable at the time of such payment, shall elect: not (1i) by notice in writing constitute a waiver of or impair or extinguish the right of Administrative Agent, Lender and the other Lenders to terminate accelerate the maturity of this Agreement immediatelyNote or to exercise any other Right at the time or at any subsequent time, whereupon all rights or nullify any prior exercise of any such Right, (ii) constitute a waiver of the Lessee requirement of punctual payment and performance or a novation in any respect, or (iii) in any way excuse the existence of a Default. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity or to the use collect, enforce or possession of the Aircraft defend this Note or any part thereof shall absolutely cease other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseedoes not prevail, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee then Borrower agrees to pay to such holder, in addition to principal, interest and any other sums owing to such holder hereunder and under the other Loan Documents, all costs and expenses incurred by Lessor for such performance and acknowledges that holder in trying to collect this Note or in any such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costssuit or proceeding, charges including attorneys’ fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above Person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. After the Effective Date, if any Member fails to perform any of its obligations hereunder, breaches any of the terms, conditions or covenants of this Agreement, then the other Member (“Nondefaulting Member”) shall have the right to give such Member (“Defaulting Member”) a notice of default (“Notice of Default”). The Notice of Default shall set forth the nature of the obligation which the Defaulting Member (or its Affiliate, if applicable) has not performed. This Section 13.1 shall not apply to the provisions of Sections 4.5 and 4.6, which provide for their own, separate requirements and remedies. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for If such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered is not curable by the Lessee in connection herewith is payment or shall become incorrect in any material respect; (4) if Lessee shall operate expenditure of money and if, within the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementday period following receipt of the Notice of Default or within such shorter time period that may be specified in the Affiliate Agreement, the Defaulting Member (or its Affiliate, if applicable) in good faith commences to perform such obligation and cure such default and thereafter prosecutes to completion with diligence and continuity the curing thereof and cures such default within a reasonable time, or within such shorter time period that may be specified in the Affiliate Agreement, then it shall be deemed that the Notice of Default was not given and the Defaulting Member shall lose no rights hereunder. If, within such thirty (30) day period, or within such shorter time period that may be specified in the Affiliate Agreement, the Defaulting Member (or its Affiliate, if applicable) does not commence in good faith the curing of such default or does not thereafter prosecute to completion with diligence and continuity the curing thereof, then the Nondefaulting Member shall have the rights set forth in Section 13.1(c). (b) Upon If such default is curable by the occurrence payment or expenditure of any Event money, and if such sums of money shall be paid within fifteen (15) days after receipt of the Notice of Default Lessor maywith respect thereto, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, within such shorter time period as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for specified in the purpose ofAffiliate Agreement, then it shall be deemed that such Notice of Default was not given and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee Defaulting Member shall lose no rights hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for If such performance and acknowledges that sums are not so paid within such performance by Lessor fifteen (15) day period, or within such shorter time period as may be specified in the Affiliate Agreement, then the Nondefaulting Member shall not be deemed to cure said Event of Defaulthave the rights set forth in Section 13.1(c). (c) Lessee shall be liable for all costsIf any default is not cured as set forth in Sections 13.1(a) or 13.1(b), charges and expensesthe Nondefaulting Member, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred separate rights it may have to above enforce the Company’s rights under any Affiliate Agreement that is the subject of a Notice of Default, shall have the right to terminate this Agreement by giving the Defaulting Member written notice thereof, whereupon such default may be treated by the Nondefaulting Member as a dissolution of the Company, and the Nondefaulting Member shall be the “Liquidating Member”. Failure by a Nondefaulting Member to give any notice of a default as specified herein, or otherwise available any failure to Lessor at law or in equity. Lessor insist upon strict performance of any of the terms of this Agreement shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsuch breach or any of the terms of this Agreement. No breach shall be waived nor shall any duty to be performed be altered or modified except by written instrument. One or more waivers or failure to give notice of default shall not be construed as a waiver of a subsequent or continuing breach of the same covenant.

Defaults. (a) Each 4.1. If any one or more of the following events shall constitute (each such event being an “"Event of Default” hereunder (whatever the reason for such event of default and whether it ") shall be voluntary or involuntaryhappen, or come about or be effected by operation of law, or be pursuant that is to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):say: (1) if Lessee 4.1.1 The Company shall fail to pay when make any payment in respect of principal of or interest on the Note (other than interest not so paid as a result of the applicability of restrictions contained in the Subordination Agreement) as the same shall become due any sum under this Agreement and such failure shall continue for a period of three business days after oralwhether at maturity, facsimile, electronic mail by acceleration or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinotherwise, and such failure shall continue uncured and unremedied for 15 business days after the Noteholder has provided notice thereof to the Company; or 4.1.2 The Company shall: (a) commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); (b) have commenced against it an involuntary case under said Bankruptcy Code and the petition is dismissed within 60 days of the commencement of the case; or (c) have appointed for it a custodian (as defined in the Bankruptcy Code) to take charge of all or substantially all of its property; or (d) have filed against it any proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect, which such proceeding remains undismissed for a period of fifteen 60 days or shall suffer the appointment of any receiver or custodian or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of 60 days; or (15e) calendar days after make a general assignment for the benefit of its creditors; or then and in each and every such case, subject to the provisions of the Subordination Agreement, the Noteholder may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, and may by notice thereof shall have been given in writing; to the Company declare (3each, an "Acceleration") if any representation or warranty made by Lessee in this Agreement all or any agreementpart of the unpaid principal amount of the Note then outstanding to be forthwith due and payable, document and thereupon such unpaid principal amount or certificate delivered by part thereof, together with interest accrued thereon and all other sums, if any, payable under the Lessee in connection herewith is or Note, shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation so due and payable without presentation, presentment, protest or further demand or notice of any applicable lawkind, regulationall of which are hereby expressly waived, rule and such holder or order holders may proceed to enforce payment of any governmental authority having jurisdiction such amount or part thereof in such manner as it or shall operate they may elect; provided, however, notwithstanding the Aircraft when foregoing, in the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment case of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any an Event of Default Lessor mayunder Section 4.1.2, at its option, exercise any or all remedies available at law or in equity, including, Acceleration shall be deemed automatic without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of DefaultCompany. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each It shall be a default ("DEFAULT") under this Note and each of the following events other Loan Documents if, subject to the grace periods provided in the Credit Agreement or the other Loan Documents, (i) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Documents is not fully and timely performed, observed or kept; or (iii) there shall constitute an “Event of Default” hereunder (whatever the reason for such occur any default or event of default under the Mortgage or any other Loan Document. Upon the occurrence and whether it during the continuation of a Default, Administrative Agent on behalf of the Lenders shall have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security PROMISSORY NOTE - Page 1 --------------- interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, "RIGHTS") of Administrative Agent on behalf of the Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or LenderS to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent or Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lenders hereunder and under the other Loan Documents, all costs and expenses reasonably incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges reasonable attorneys' fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above Person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of a default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):hereunder: (1a) if Lessee Borrower shall fail to pay when due perform or observe any sum under this Agreement of the covenants or agreements to be performed or observed by it hereunder and such failure shall continue continues for a period of three business thirty (30) days after oral, facsimile, electronic mail or the date of written notice has been given by Lessor of such failure from Lender to Lessee; Borrower, provided that if such failure is capable of being cured within a reasonable period of time but, in Lender’s judgment, cannot be cured within said thirty (230) day period, then, notwithstanding the foregoing, an event of default shall not be deemed to have occurred at the expiration of said thirty (30) day period if Lessee shall fail the Borrower (i) commences the cure of such failure within said thirty (30) day period, (ii) thereafter diligently and expeditiously to perform any covenant or agreement contained hereinLender’s satisfaction proceeds to cure such failure, and (iii) completes the cure of such failure shall continue for within a reasonable period of fifteen time not exceeding ninety (1590) calendar days after the date that such written notice thereof shall have been given in writingis sent; or (3b) if any representation or warranty made by Lessee in this Agreement Borrower herein shall prove to be false or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect misleading in any material respect; or (4c) if Lessee shall operate the Aircraft in violation dissolution of Borrower or any Guarantor; or (d) the death of any Guarantor unless the obligations of such Guarantor under the Guaranties are assumed by his executor or personal representative within sixty (60) days of the death of such Guarantor, or Lender reasonably determines that the prospect of full repayment of the Loan are not materially impaired thereby; or (e) the occurrence of a default (and the expiration of any applicable lawcure period) under the Note, regulationthis Agreement, rule the Guaranties or order any other Loan Document; or (f) if Borrower, at any time prior to the completion of the construction of the Project, abandons the same or ceases work thereon for a period of more than thirty (30) days for any reason other than a stoppage imposed by a governmental authority with jurisdiction over the Project; or (g) the filing of any governmental authority having jurisdiction thereof mechanic’s or shall operate judgment lien against the Aircraft when Land or the insurance required hereunder Project, or any part thereof, or the failure to pay (or provide for payment in a manner satisfactory to Lender acting reasonably) any firm, person or corporation entitled to payment, which firm, person or corporation has a right to file a mechanic’s lien against the Land or the Project; provided, however, that the filing of a mechanic’s or judgment lien affecting the Land or the Project shall not be in effect; deemed to be an event of default provided that either (5i) if any proceedings shall be commenced under any bankruptcysuch lien is bonded off by Borrower within sixty (60) days after Borrower’s receipt of notice of the filing thereof, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6ii) if any such proceedings shall be instituted against either Party and shall not be withdrawn Borrower posts security for or terminated makes other arrangements for protection of Lender reasonably satisfactory to Lender, within thirty (30) calendar days after their commencement.Borrower’s receipt of notice of the filing of such lien. Notwithstanding the foregoing, if any such lien is filed, Lender shall not be required to make any further Advances hereunder until Borrower has either bonded off the lien as described in (i) above, or has posted security or made other arrangements to the satisfaction of Lender as described in (ii) above; or (bh) Upon the occurrence failure of any Event Borrower to permit a representative of Default Lessor mayLender to enter the Project and inspect the same at reasonable times; or (i) failure by Borrower to disclose to Lender or its agents or employees, at its optionupon reasonable request, exercise any the names of all persons with whom Borrower has contracted or all remedies available at law or in equity, including, without limitation, any or all intends to contract for the construction of the following remediesProject or for the furnishing of labor or materials therefor, as Lessor in its sole discretion shall elect: (1) or to obtain the approval of such persons by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as Lender when required by this Agreement; or (j) any order or decree is entered by any court of competent jurisdiction directly or indirectly enjoining or prohibiting Borrower from performing any of their obligations under this Agreement or Lessorcommencing, at its option, may enter upon continuing or completing construction of the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose ofProject, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft such order or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall decree is not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingenciesvacated, and any single the proceedings out of which such order or partial exercise decree arose are not dismissed, within twenty (20) days after the granting of any particular right by Lessor shall not exhaust the same such decree or constitute a waiver of any other right provided hereinorder.

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its BLACKSTONE DRY LEASE - PAGE 6 OF 9 option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.. 113CS LLC - BLACKSTONE AMENDED & RESTATED DRY LEASE (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes LessorXxxxxx’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee Xxxxxx agrees to pay all costs and expenses incurred by Lessor Xxxxxx for such performance and acknowledges that such performance by Lessor Xxxxxx shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of LessorXxxxxx’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each of the following events shall constitute is an “"Event of Default” hereunder " under this Agreement: (whatever a) Lessee fails to pay any Rent or any other amount under this Agreement when due; (b) Lessee defaults in the reason for such event observance or performance of default and whether it shall be voluntary or involuntaryany other term, covenant, or come about condition of this Agreement, on Lessee's part to be observed or be effected performed, and Lessee fails to remedy such default within seven (7) days after notice by Lessor to Lessee of such default; (c) Lessee's interest or any portion thereof in this Master Lease devolves on or passes to any other party, whether by operation of lawlaw or otherwise; (d) Xxxxxx (i) becomes insolvent, (ii) is generally unable to pay, or be pursuant fails to pay, its debts as they become due, (iii) files, or in compliance has filed against it, a petition for voluntary or involuntary bankruptcy, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property or business; (d) Lessee sells, transfers, or disposes of all or substantially all of its assets or the property of its business, or merges or consolidates with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictionother entity; or (6e) if any such proceedings shall be instituted against either Party representation contained in Section _ is untrue as and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any when made. If an Event of Default occurs and is continuing, Lessor may, at in its optionsole discretion, exercise any one or all remedies available at law or in equity, including, without limitation, any or all more of the following remedies, as Lessor in its sole discretion shall elect: (1a) by notice declare this Master Lease in writing to default; (b) terminate this Agreement immediatelyMaster Lease in whole or in part; (c) take possession of, whereupon all rights or render unusable, any Equipment wherever it may be located, without demand or notice, without any court order or other process of the law, and without liability to Lessee for any damages occasioned by such action; (d) require Lessee to deliver the use or possession of Equipment in the Aircraft or any part thereof shall absolutely cease and terminate but condition required under this Agreement to a location designated by Lessor and, for each day that Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly fails to return the Aircraft and Aircraft Documentation as required by this Agreement or LessorEquipment, at its option, Lessor may enter upon demand an amount equal to the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor rent for such performance and acknowledges that Equipment, prorated on the basis of a thirty-day month, in effect immediately prior to such performance by Lessor shall not be deemed to cure said Event of Default. ; (ce) Lessee shall be liable for proceed by court action to enforce performance by Xxxxxx of this Master Lease and/or to recover all costs, charges damages and expenses, including reasonable legal fees and disbursements, expenses incurred by Lessor by reason of the occurrence of any Event of Default or the Default; (f); and (g) exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other right or remedy referred to above or otherwise available to Lessor at law or law, in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall statute, in any way beother agreement between the Parties, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinotherwise.

Defaults. (a) Each Upon the occurrence of any of the following events shall constitute (each an “"Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body"): (1a) if Lessee Borrower shall fail to pay make any payment required under any of the Loan Documents on or before the date such payment is due. (b) Any representation or warranty made by Borrower in any of the Loan Documents or which is contained in any certificate, document, financial or other written statement furnished at any time pursuant thereto shall prove to have been untrue, incorrect or misleading in any material respect when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; made. (2c) if Lessee Borrower shall fail duly to observe or perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen in the Loan Documents. (15d) calendar days after notice thereof shall have been given in writing; (3) if any representation Borrower commences or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under proposes to commence any bankruptcy, insolvencyreorganization or insolvency proceeding, reorganizationor other proceeding under any federal, readjustment state or other law for the relief of debtdebtors. (e) Borrower fails to obtain the dismissal, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementthe commencement thereof, of any bankruptcy, reorganization or insolvency proceeding, or other proceeding under any law for the relief of debtors, instituted by one or more third parties, fails actively to oppose any such proceeding, or, in any such proceeding, defaults or files an answer admitting the material allegations upon which the proceeding was based or alleges its willingness to have an order for relief entered or its desire to seek liquidation, reorganization or adjustment of its debts. (bf) Upon Any receiver, trustee or custodian is appointed to take possession of all or any substantial portion of the occurrence assets of Borrower, or any committee of Borrower's creditors, or any class thereof, is formed for the purpose of monitoring or investigating the financial affairs of Borrower or enforcing such creditors' rights. then, on notice of acceleration by Lender to Borrower in the case of an Event of Default Lessor may, at its option, exercise any or all remedies available at law or specified in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: subsections (1a) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. through (c) Lessee shall be liable for all costsabove, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Borrower's failure to cure such Event of Default within a reasonable period of time after notification thereof (or automatically and immediately without demand, notice, protest or other action of any kind by Lender, which Borrower hereby expressly waives, in the exercise case of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, an Event of Default or right specified in subsections (d) through (f) above), all amounts outstanding hereunder unless and under each of the same is acknowledged Loan Documents shall be immediately due and payable in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinfull.

Defaults. (a) Each of the following events shall constitute an “"Event of Default” hereunder (whatever " by the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):Manager under this Agreement: (1i) if Lessee shall fail The failure by the Manager to pay when due perform any sum material duty or obligation imposed upon it under this Agreement and or any other material breach of this Agreement by the Manager; provided, however, that no such failure or breach shall continue be deemed to constitute an Event of Default unless such failure or breach continues for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.the Manager's receipt of written notice from the Trust of such failure or breach or, if such failure or breach is not capable of being cured within said thirty (30)-day period, the Manager shall have failed diligently and in good faith to commence to cure the same within said thirty (30)-day period and to have diligently continued to prosecute the same; (bii) Upon The Manager's liquidation, bankruptcy or insolvency, including: (A) the occurrence filing of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal or state insolvency law, or its filing an answer consenting to or acquiescing in any such petition; or (B) the expiration of ninety (90) days after the filing of an involuntary petition under the Title 11 of the United States Code, or any involuntary petition seeking liquidation, reorganization, rearrangement or readjustment of its debts under the federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 90-day period; or (iii) The commitment by the Manager of any Event act of Default Lessor mayfraud, at willful misconduct or gross negligence in connection with the performance of its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee duties hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each In case of the happening of any of the following events shall constitute an (herein called “Event Events of Default” hereunder (whatever the reason ”): SECTION 9.1.1. Any payment, whether for such event of default and whether it shall be voluntary or involuntaryprincipal, interest, fees, charges, or come about otherwise, due with respect to any Advance shall not be paid (i) (other than pursuant to Section 2.1.2) on the date when due and payable (including the payment of the full principal balance of all Advances on the Facility Termination Date); or be effected (ii) with respect to any payments required under Section 2.1.2 within the two (2) Business Day period referenced in Section 2.1.2; or SECTION 9.1.2. Any representation or warranty made by operation the Borrowers (or any of lawits officers) herein, or be in any certificate, agreement, instrument or statement contemplated by or made or delivered pursuant to or in compliance with connection herewith or therewith shall prove to have been incorrect when made in any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):material respect; or (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee SECTION 9.1.3. The Borrowers shall fail to perform or observe any other term, covenant or agreement contained hereinherein or in any agreement or document executed or delivered in conjunction herewith or with the Advances, or any other Loan Document, on its part to be performed or observed and any such failure shall continue remains unremedied for a period of fifteen thirty (1530) calendar days after written notice thereof shall have been given to the Borrowers specifying such failure by the Lender, except with respect to Sections 5.4, 7.6, 7.12 and all subsections of Section 8 (except with respect to Section 8.7 as to involuntary Liens) with respect to which no notice and cure period shall be required; or SECTION 9.1.4. This Agreement shall, at any time after its execution and delivery, for any reason cease to be in writingfull force and effect (unless such occurrence is in accordance with its terms or after payment thereof or except as a result of the Lender’s default hereunder) or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Borrowers or the Borrowers shall deny that it has any further liability or obligation hereunder; (3) if any representation or SECTION 9.1.5. Any judgment, writ, warrant of attachment or warranty made by Lessee execution or similar process shall be issued or levied in this Agreement respect of the Operating Account or any agreement, document or certificate delivered other account maintained by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate Borrowers at the Aircraft in violation of any applicable lawLender, regulationother than an Excepted Accounts, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder and shall not be in effectdischarged or released within thirty (30) days; (5) if any proceedings or SECTION 9.1.6. Any of the Borrowers, CCG or CHC shall be commenced under adjudicated bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or any such Person shall fail generally to pay its debts as such debts become due and payable; or any such Person shall apply for or consent to the appointment of any receiver, trustee, custodian or similar officer for it or for all or any substantial part of its property; or such receiver, trustee, custodian or similar officer shall be appointed without the application or consent of such Person, as the case may be, and such appointment shall continue undischarged for a period of sixty (60) days; or any such Person shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, receivership dissolution, liquidation or liquidation law or statute similar proceeding relating to it under the laws of any jurisdiction; or (6) if any such proceedings proceeding shall be instituted (by petition, application or otherwise) against either Party any such Person and shall remain undismissed for a period of sixty (60) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied in respect of an obligation (alleged or otherwise) of any such Person against any property or asset of such Person with a value in excess of $1,000,000 and such judgment, writ or similar process shall not be withdrawn released, vacated, stayed or terminated fully bonded within thirty sixty (3060) calendar days after their commencement.its issue or levy; or (b) Upon SECTION 9.1.7. The Borrowers shall receive a notice or declaration of default with respect to the occurrence payment when due of any Event principal of Default Lessor mayor interest on any of their other Debts in an amount in excess of $1,000,000 (except for Debts being contested in good faith for which adequate reserves have been established) or the Borrowers shall receive a notice or declaration of default with respect to any event specified in any note, at agreement, indenture or other document evidencing or relating to any such Debt, if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, such Debt to become due, or to be prepaid in full, prior to its optionstated maturity; or SECTION 9.1.8. An event or condition occurs or exists with respect to any Plan concerning which the Borrowers are under an obligation to furnish a report to the Lender in accordance with Section 7.7.9 and as a result of such event or condition, exercise together with all other such events or conditions, the Borrowers, or any or all remedies available at law ERISA Affiliate has incurred or in equity, including, without limitation, any or all the opinion of the following remedies, as Lessor in its sole discretion shall elect: Lender is reasonably likely to incur a liability to a Plan or the PBGC (1) by notice in writing to terminate this Agreement immediately, whereupon all rights or any combination of the Lessee foregoing) which is material in relation to the use or possession financial position of the Aircraft Borrowers; or SECTION 9.1.9. Any of the Borrowers shall terminate its existence or suspend or discontinue its business; or SECTION 9.1.10. There shall occur a default beyond applicable notice and cure periods under the BofA Warehouse Facility (or replacement warehouse lines of credit that constitute Warehousing Debt under this Agreement); or SECTION 9.1.11. There shall occur an event of default under any other agreement, understanding or credit accommodation between or among the Lender, on one hand, and one or more of a Borrower, or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon LesseeSubsidiary of such Borrower, if so requested by Lessor, shall at its expense promptly return on the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwiseother hand. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose ofthen, and waives in every such event and at any cause time thereafter during the continuance of action it may such event, the Lender shall have arising from, a peaceful retaking the rights described in the following subsections of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaultthis Section 9. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each The occurrence of any of the following events shall constitute an “Event of Default” hereunder Default hereunder: (whatever a) Any representation, warranty or statement of the reason for such event of default and whether it shall be voluntary Seller, the Indenture Trustee, the Servicer, the Issuer or involuntary, or come about or be effected by operation of law, or be pursuant to the Depositor made in this Insurance Agreement or in compliance with any judgment, decree or order of any court other Transaction Document or any ordercertificate, rule report or regulation other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of any administrative the time when the same shall have been made, and the incorrectness of such representation, warranty or governmental body):statement has a material adverse effect on the Trust Estate or the interest of the Insurer and such representation, warranty or statement shall not have been eliminated or otherwise cured within 45 days of the earlier of (i) the date on which the Indenture Trustee, the Issuer, the Servicer, the Seller or the Depositor gives notice of such failure to the Indenture Trustee or the Insurer and (ii) the date on which written notice thereof shall have been given to the Indenture Trustee, the Issuer, the Servicer, the Seller or the Depositor by the Trustee or the Insurer; (1i) if Lessee The Servicer, the Indenture Trustee, the Seller, the Issuer or the Depositor shall fail to pay when due any sum amount payable by the Servicer, the Indenture Trustee, the Seller or the Depositor hereunder or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction shall find or rule that this Insurance Agreement or any of the Transaction Documents are not valid and binding on the Servicer, the Indenture Trustee, the Seller, the Issuer or the Depositor; (c) The occurrence and continuance of an "Event of Default" under the Indenture (as defined therein); (d) Any failure on the part of the Servicer, the Indenture Trustee, the Seller, the Issuer or the Depositor duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer, the Indenture Trustee, the Seller, the Issuer or the Depositor contained in this Insurance Agreement and such failure shall continue or in any other Transaction Document which continues unremedied for a period of three business 45 days with respect to this Insurance Agreement, or, with respect to any other Transaction Document, beyond any cure period provided for therein, after oral, facsimile, electronic mail or the date on which written notice has been given by Lessor of such failure, requiring the same to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinbe remedied, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation to the Servicer, the Seller, the Issuer, or warranty made by Lessee in this Agreement or any agreementthe Depositor, document or certificate delivered as applicable, by the Lessee in connection herewith is Insurer (with a copy to the Indenture Trustee) or shall become incorrect in any material respect; by the Indenture Trustee (4with a copy to the Insurer); (e) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule A decree or order of any governmental a court or agency or supervisory authority having jurisdiction thereof or shall operate in the Aircraft when the insurance required hereunder shall not be premises in effect; (5) if any proceedings shall be commenced an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, reorganization, readjustment of debt, receivership marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessoraffairs, shall at its expense promptly return have been entered against the Aircraft and Aircraft Documentation as required by this Agreement or LessorServicer, at its optionthe Seller, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default Issuer or the exercise Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.90 consecutive days;

Defaults. (a) 17.01. Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary deemed a “default” by Lessee: A. Lessee’s failure to pay any installment of rent or involuntaryto pay any additional rent, which failure persists after the expiration of thirty (30) days from the date Lessor gives notice to Lessee of the existence of such failure; B. Lessee’s failure to observe or perform any of its other obligations under the other terms, covenants, or come about or be effected by operation conditions of lawthis Lease, or be pursuant which failure persists after the expiration of thirty (30) days from the date Lessor gives notice to or in compliance with any judgmentLessee of the existence of that failure, decree or order but, if the matter that is the subject of any court or any order, rule or regulation the notice is of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall nature that it cannot be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated reasonably corrected within thirty (30) calendar days after their commencement. (b) Upon days, then no default shall be deemed to have occurred if Lessee commences the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all curing of the following remediesdefault within such thirty (30) day period 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 public authorities have given due notice to Lessee, then such shorter notice to Lessee, whether written or otherwise, shall be sufficient as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights the circumstances demand with the responsibility of the Lessee to the use or possession of the Aircraft or any part take corrective measures forthwith; C. Lessee’s failure, after ten (10) days’ notice thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform to pay or cause to be performed paid, before any obligationfine, covenant penalty, interest or agreement cost may be added thereto, any Imposition or insurance premium payable by Lessor. D. The commencement of a proceeding against Lessee seeking reorganization, liquidation, dissolution or similar relief in an involuntary case under any applicable bankruptcy, insolvency or other similar law or code now or hereafter in effect which proceeding remains undismissed for a period of sixty (60) days, or the entry of a decree of order in any court appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Lessee hereunder. or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, which decree or order shall remain unstayed and in effect for a period of sixty (60) days. E. Commencement by Lessee agrees of a voluntary case under any applicable bankruptcy, insolvency or other similar law or code now or hereafter in effect, or Lessee’s consent to the entry of an order for relief in an involuntary case under any such law or code, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Lessee or of any substantial part of its property, or the making by Lessee of any general assignment for the benefit of creditors, or failure generally to pay all costs and expenses incurred its debts as they become due, or the taking by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event Lessee of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason any corporate or partnership action in furtherance of any of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinforegoing.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute an “Event a "Default" hereunder: (A) Borrower fails to pay (i) any of Default” hereunder its Liabilities (whatever other than interest or fees) when such Liabilities are due or are declared due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) or (ii) any of its Liabilities constituting interest or fees within two days of the reason date such Liabilities are due or declared due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); (B) Borrower or any Subsidiary fails or neglects to perform, keep or observe any of its covenants, conditions or agreements contained in any of the other Financing Agreements or Borrower fails or neglects to perform, keep or observe any of its covenants, conditions or agreements contained in: (i) Subsection 7.2 above and such failure shall continue for more than 24 hours after notice of such event of default failure by Agent to Borrower; (ii) Subsection 3.1 above and whether it such failure shall continue for three (3) Business Days; provided that such grace period shall not apply, and a Default shall be voluntary or involuntarydeemed to have occurred promptly upon such breach, if such breach may not, in Agent's reasonable determination, be cured during such grace period; (iii) Subsections 7.1 (other than clause (E) thereof), 7.3 (other than clause (c) thereof), or come about 7.8 above and such failure shall continue for five (5) days; provided that such grace period shall not apply, and a Default shall be deemed to have occurred promptly upon such breach, if such breach may not, in Agent's reasonable determination, be cured during such grace period; (iv) Subsection 7.6 above and such failure shall continue for 14 days after Borrower knew or should have known thereof; provided that such grace period shall not apply, and a Default shall be effected deemed to have occurred promptly upon such breach, if such breach may not, in Agent's reasonable determination, be cured during such grace period; (v) Subsections 7.4, 7.5, 7.10 or 7.12 and such failure shall continue for thirty (30) days (such 30 days to begin solely for the purposes of a failure to comply with Subsection 7.4, when Borrower knew or should have known of such failure); provided that such grace period shall not apply, and a Default shall be deemed to have occurred promptly upon such breach, if such breach may not, in Agent's reasonable determination, be cured during such grace period; and (vi) any other covenant, condition or agreement contained in this Agreement; (C) any warranty or representation now or hereafter made by operation of lawBorrower or any Subsidiary is untrue or incorrect in any material respect when made, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by Borrower or any Subsidiary to Agent or any Lender is untrue or incorrect in any material respect on the date as of which the facts set forth therein are stated or certified or any of the foregoing omits to state a fact necessary to make the statements therein contained not misleading in any material respect; (D) one or more judgment or order requiring a payment or payments in excess of $250,000 in the aggregate (except for judgments which are not a lien on personal property and which are being contested by Borrower and its Subsidiaries in good faith) shall be pursuant rendered against Borrower or any Subsidiary and such judgment or order shall remain unsatisfied or undischarged and in effect for thirty (30) consecutive days without a stay of enforcement or execution, provided that this Subsection 9.1(D) shall not apply to any judgment for which Borrower and its Subsidiaries is fully insured (except for normal deductibles in connection therewith not to exceed $500,000 per occurrence in the case of casualty and property insurance) and with respect to which the insurer has assumed the defense and is not defending under reservation of right and with respect to which Agent reasonably believes the insurer will pay the full amount thereof (except for normal deductibles in connection therewith not to exceed $500,000 per occurrence in the case of casualty and property insurance); (E) a notice of lien, levy or assessment is filed or recorded with respect to all or a substantial part of the assets of Borrower or any Subsidiary by the U.S., or any department, agency or instrumentality thereof, or by any state, county, municipality or other governmental agency or any taxes or debts owing at any time or times hereafter to any one or more of them become a lien upon all or a substantial part of the Collateral or any Subsidiary's assets, and (i) such lien, levy or assessment is not discharged or released or the enforcement thereof is not stayed within thirty (30) days of the notice or attachment thereof, or (ii) if the enforcement thereof is stayed, such stay shall cease to be in effect, provided that this Subsection 9.1(E) shall not apply to any liens, levies or assessments which relate to current taxes not yet due and payable; (F) there shall occur any loss, theft, substantial damage or destruction of any item or items of the Collateral for which Borrower is not fully insured as required by this Agreement, the other Financing Agreements or any guarantee (a "Loss"), if the amount of such Loss not fully covered by insurance (including any deductible in connection therewith), together with the amount of all other Losses not fully covered by insurance (including any deductibles in connection therewith) occurring in the same Fiscal Year, exceeds $500,000; (G) all or any part of the Collateral is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and on or before the thirtieth (30th) day thereafter such assets are not returned to Borrower and/or such writ, distress warrant or levy is not dismissed, stayed or lifted if the amount of such Collateral or assets or collateral, together with any other such Collateral, assets and collateral that is so attached, seized, subjected to writ or distress warrant or levied upon, exceeds $250,000 at any time; (H) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed (i) against Borrower or any of its Subsidiaries and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of sixty (60) days, or (ii) by Borrower or any of its Subsidiaries or Borrower or any of its Subsidiaries makes an assignment for the benefit of creditors or Borrower or any of its Subsidiaries takes any corporate action to authorize any of the foregoing; (I) Borrower or any of its Subsidiaries voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated; (J) Borrower or any of its Subsidiaries becomes insolvent or fails generally to pay its debts as they become due; (K) Borrower or any of its Subsidiaries is enjoined, restrained, or in compliance with any judgment, decree or way prevented by the order of any court or any order, rule or regulation of any administrative or governmental body):regulatory agency from conducting all or any part of its business affairs; (1L) a breach by Borrower or any Subsidiary shall occur under any material agreement, document or instrument (other than an agreement, document or instrument evidencing the lending of money), whether heretofore, now or hereafter existing between Borrower or any Subsidiary and any other Person, and such breach continues unwaived for more than thirty (30) days after such breach first occurs, provided that such grace period shall not apply, and a Default shall be deemed to have occurred promptly upon such breach, if Lessee such breach may not, in Agent's reasonable determination, be cured by Borrower or such Subsidiary, as the case may be, during such thirty (30) day grace period; (i) a default, breach, or Event of Default shall occur under any Related Document (as defined in the Participation Agreement) or (ii), as to more than $250,000 in Indebtedness in the aggregate at any time (a) Borrower or any Subsidiary shall fail to pay when make any payment due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any sum under this Agreement other obligation for borrowed money and such failure shall continue for a period of three business days after oralthe applicable grace period, facsimileif any, electronic mail specified in the agreement or written notice has been given by Lessor instrument relating to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictionIndebtedness; or (6b) if any such proceedings Indebtedness shall be instituted against either Party declared to be due and shall not payable or required to be withdrawn prepaid (other than by a regularly scheduled required prepayment) or terminated within thirty (30) calendar days after their commencement.accelerated prior to the stated maturity thereof; (bN) Upon a material and adverse change shall occur (i) in the occurrence present or reasonably foreseeable prospective operations or financial condition of Borrower or in the value of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all material portion of the following remediesCollateral, or (ii) which materially impairs the ability of Borrower to perform Borrower's obligations under this Agreement and the other Financing Agreements, in each case as Lessor determined by the Required Lenders in its sole discretion shall elect: (1) by notice exercised in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.Good Faith;

Defaults. (a) Each If any of the following events shall constitute an “Event ("Events of Default” hereunder (whatever the reason for such event of default and whether it ") shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):occur: (1a) if Lessee the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any sum interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and such failure as the same shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinbecome due and payable, and such failure shall continue unremedied for a period of fifteen five days; (15c) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made or deemed made by Lessee or on behalf of the Borrower or any Subsidiary (i) in this Agreement or any agreement, other Loan Document shall prove to have been incorrect when made or deemed made or (ii) which is contained in any document furnished by or certificate delivered by on behalf of the Lessee Borrower or any Subsidiary pursuant to or in connection herewith is with this Agreement, any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall become prove to have been incorrect in any material respect; respect when made or deemed made; (4d) if Lessee the Borrower or any Subsidiary shall operate fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Aircraft Borrower's existence) or 5.08 or in violation Article VI (other than pursuant to Section 6.01(d)); (e) the Borrower or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earliest to occur of (i) actual notice of such breach or Default by any executive officer of the Borrower and (ii) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any applicable law, regulation, rule Lender); (f) the Borrower or order any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any governmental authority having jurisdiction thereof Material Indebtedness, when and as the same shall become due and payable and such failure continues beyond the applicable period of grace, if any, provided in the instrument or shall operate agreement under which such Material Indebtedness was created; (g) any event or condition occurs, and continues beyond the Aircraft when applicable period of grace, if any, provided in the insurance required hereunder instrument or agreement under which any Material Indebtedness was created that results in any such Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not be in effect; apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (5h) if any proceedings an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, reorganizationreceivership or similar Law now or hereafter in effect or (ii) the appointment of a receiver, readjustment trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of debtits assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or liquidation law similar Law now or statute hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money (not paid or fully covered by indemnities of any jurisdiction; Person that is not a Loan Party or (6by insurance) if any such proceedings in an aggregate amount in excess of $10,000,000 shall be instituted rendered against either Party the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be withdrawn effectively stayed, or terminated within thirty (30) calendar days after their commencement.any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; (bl) Upon an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any Event of Default Lessor the following: (i) Borrower or any Loan Party shall lose, fail to keep in force, suffer the termination, suspension or revocation of or terminate, forfeit or suffer an amendment to any FCC License or other material license at any time held by it, the loss, termination, suspension or revocation of which could reasonably be expected to have a Material Adverse Effect on the operations of the Borrower and its Restricted Subsidiaries and their ability to perform any of their obligations under this Agreement or the other Loan Documents; (ii) any proceeding shall be brought by any Person challenging the validity or enforceability of any Necessary Authorization of a Loan Party except when such proceeding could not reasonably be expected to have a Material Adverse Effect; (iii) any Loan Party shall fail to comply with the Communications Act or any rule or regulation promulgated by the FCC and such failure to comply results in a fine in excess of $10,000,000; (iv) the FCC shall materially and adversely modify any material Necessary Authorization or shall suspend, revoke or terminate any Necessary Authorization and such modification, suspension, revocation or termination is not subject to appeal or is being appealed by the Borrower or a Restricted Subsidiary so as to prevent the effectiveness of such modification, suspension, revocation or termination except when such modification, suspension, revocation or termination could not reasonably be expected to have a Material Adverse Effect; or (v) any contractual obligation which is materially necessary to the operation of the broadcasting operations of any Loan Party shall be revoked or terminated and not replaced by a substitute, without a Material Adverse Effect, within 90 days after such revocation or termination; (o) any event or condition shall occur that results in either (i) any of the 2001 Senior Subordinated Indebtedness, (ii) any of the 2005 Senior Subordinated Indebtedness or (iii) any of the Exchange Notes Subordinated Indebtedness to become due prior to its scheduled maturity, or to require the prepayment, repurchase, redemption or defeasance thereof, or the Borrower shall fail to pay the principal of any such indebtedness at the stated final maturity thereof; or (p) the Borrower shall fail to observe the covenant contained in Section 6.01(d) for two consecutive weeks; then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at its optionthe request of the Required Lenders shall, exercise any or all remedies available at law or in equityby notice to the Borrower, including, without limitation, take any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessoractions, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other right provided hereinobligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) require that the Borrower cash collateralize the L/C Exposure (in an amount equal to 110% of the amount thereof), and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the obligation of the Borrower to cash collateralize the L/C Exposure as aforesaid shall automatically become effective, without further act of the Administrative Agent or any Lender; and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under any of the Loan Documents.

Defaults. (a) Each Upon the happening of any of the following events shall constitute (individually an “"Event of Default” hereunder (whatever the reason for such event ," collectively "Events of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental bodyDefault"): (1i) if Lessee the Borrowers shall fail to pay make any payment when due on any sum Obligation under this Agreement or any other Loan Document and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lesseefive (5) Banking Days; or (2ii) if Lessee the Borrowers shall fail to perform maintain the insurance required by Section 7.6 or Section 7.16 of this Agreement; or (iii) if any Borrower shall fail to comply with any term, condition or covenant or agreement contained hereinin this Agreement, other than the failure to maintain insurance in compliance with Section 7.6 of this Agreement, contained in this Agreement and such failure shall continue continues for a period in excess of fifteen (15) calendar days after notice thereof shall have been is given in writingby Lender to such Borrower; or (3iv) if any Borrower shall fail to comply with any term, condition or covenant contained in any Loan Document or other agreement between Lender and any Borrower and such failure continues for any applicable grace and/or notice period; or (v) if Borrowers, on a combined basis, shall cease to be Solvent, make an assignment for the 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 Bankruptcy Code, including provisions for reorganizations, shall be commenced by or against any Borrower (and if commenced against any Borrower, such case shall not have been discharged or dismissed within forty-five (45) days of its commencement) or if a receiver, trustee or equivalent officer shall be appointed for all or any of the properties of any Borrower; or (vi) if any statement, representation or warranty contained in any Loan Document or made by Lessee any Borrower in connection with this Agreement or any agreement, document Loan shall be false or certificate delivered by the Lessee in connection herewith is or shall become incorrect misleading in any material respectrespect when made; or (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5vii) if any federal or state tax Lien in excess of $5,000 is filed of record against any Borrower and is not bonded or discharged within sixty (60) days of filing, unless such Lien is being contested in good faith and, if necessary, by appropriate proceedings diligently conducted, or appropriate reserves therefore have been established and which, individually or in the aggregate, are not material; or (viii) if a judgment shall be commenced under entered against any bankruptcy, insolvency, reorganization, readjustment of debt, receivership Borrower in any action or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party proceeding and shall not be withdrawn stayed, vacated, bonded, appealed (with a bond posted), paid or terminated discharged within thirty (30) calendar days after their commencement.of entry, except a judgment where the uninsured portion of the claim together with the uninsured portion of all judgments which have not been stayed, vacated, bonded, paid or discharged within thirty (30) days of entry against all Borrowers is less than $25,000 in the aggregate and the insurance companies have not disputed liability for the insured portion of such judgments in writing; or (bix) Upon if any obligation of any Borrower in respect of any Indebtedness in excess of $25,000 in the aggregate (other than Indebtedness to Lender) shall be entitled to be declared, or shall become, due and payable prior to its stated maturity and shall not have been paid within the applicable time period; or (x) upon the occurrence of a Change of Control. Then, and in any Event of Default Lessor maysuch event, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to Lender may terminate this Agreement immediatelywithout prior notice or demand to any Borrower or may demand payment in full of all Obligations (whether otherwise then payable on demand or not) without terminating this Agreement and shall, whereupon all rights of the Lessee in any event, be under no further responsibility to the use extend any credit or possession of the Aircraft or afford any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseefinancial accommodation to any Borrower, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by whether under this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. The occurrence of any of the following shall constitute an "EVENT OF DEFAULT" under this Note: (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee The Company shall fail to pay when due (i) any sum principal or interest payment hereof or (ii) any other payment required under the terms of this Agreement Note, and such payment shall not have been made within five (5) days after written notice thereof is delivered to the Company; or (b) The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note (other than those specified in Section 3(a)) and such failure shall continue for a period of three twenty (20) business days after oral, facsimile, electronic mail or written notice has been given by Lessor thereof is delivered to Lesseethe Company; or (2c) if Lessee Any representation or warranty contained in this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (d) Either Baywood International or Baywood Acquisition shall (i) fail to perform make any covenant payment when due under the terms of any bond, debenture, note, other evidence of indebtedness or agreement contained hereinpreferred security to be paid by it(excluding this Note, which default is addressed by Section 3(a) above, but including any other evidence of indebtedness of Baywood International and Baywood Acquisition to the Investor) and such failure shall continue beyond any period of grace provided with respect thereto, or (ii) default in the observance or performance of any other agreement, term or condition contained in any such bond, debenture, note, other evidence of indebtedness or preferred security, and the effect of such failure or default set forth in (i) or (ii) above is to cause, or permit the holder thereof to cause, amounts in an aggregate amount of One Hundred Thousand Dollars ($100,000) or more to become due prior to its stated due date; or (e) Either Baywood International or Baywood Acquisition shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or (f) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Baywood International or Baywood Acquisition or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Baywood International or Baywood Acquisition or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within forty-five (45) days of commencement; or (g) One or more judgments for the payment of money in an amount in excess of One Hundred Thousand Dollars ($100,000) in the aggregate, outstanding at any one time, shall be rendered against Baywood International or Baywood Acquisition and the same shall remain undischarged for a period of fifteen thirty (1530) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder during which execution shall not be in effect; (5) if effectively stayed, or any proceedings judgment, writ, assessment, warrant of attachment, or execution or similar process shall be commenced under any bankruptcyissued or levied against a substantial part of the property of Baywood International or Baywood Acquisition and such judgment, insolvencywrit, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and similar process shall not be withdrawn released, stayed, vacated or terminated otherwise dismissed within thirty (30) calendar days after their commencementissue or levy. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. The occurrence of any one or more of the following shall be considered an Event of Default: (a) Each of Failure by the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary Borrower to observe or involuntaryperform any term, condition or come about or be effected by operation of law, or be pursuant to or covenant in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and to rectify the same within 30 days after written notice to Borrower, or, if, in DHCD's determination, such failure shall continue for a period of three business days after oralcannot be rectified within 30 days, facsimileto begin to rectify such matter within said 30 days, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinin DHCD's determination, and such failure shall continue for a thereafter diligently and continuously pursue the remedy, in DHCD's determination; or (b) A default under any other Loan Document which default is not cured within the applicable grace period of fifteen provided therein; (15c) calendar days after notice thereof shall have been given in writing; (3) if At any time any representation or warranty made by Lessee Borrower or on behalf of Borrower in this Agreement connection with the Loan is or any agreement, document becomes materially incorrect or certificate delivered incomplete; (d) Failure by the Lessee Borrower to commence construction of the Project within the period specified in connection herewith Section 4.1(a); (e) The Project is damaged or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule destroyed by fire or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall otherwise and DHCD has determined that it cannot be in effect; (5) if any proceedings shall restored so that the Project can be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership completed on or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party before the Completion Date and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.the other terms and conditions hereof; (bf) Upon Failure by the occurrence Borrower to construct the Project according to the Contract Documents and according to all applicable Legal Requirements now existing or hereafter enacted, adopted or promulgated; (g) For any cause whatsoever, except for strikes, acts of any Event God and other causes which in the determination of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all DHCD are beyond the control of the following remedies, as Lessor in its sole discretion shall elect: Borrower: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights the construction of the Lessee Project is at any time discontinued for a period of 20 consecutive calendar days, or (2) construction is not carried on so as to permit completion of the work on or before the Completion Date, as determined by DHCD, or (3) such construction, as determined by DHCD, has not been completed or is not progressing in accordance with the Contract Documents (unless DHCD shall determine that such discontinuance shall not jeopardize the security for the Loan); (h) Failure by the Borrower to pay any sums due and owing to the use General Contractor, or possession any subcontractor, mechanic, materialman or supplier, upon the demand of such party or upon the Aircraft demand of DHCD, for work done on or in connection with the Project, except for good faith disputes or delays approved by DHCD subject to such conditions as DHCD may impose; (i) Except as otherwise provided in subsection (j) below, if the Land, Project, or any part thereof thereof, including any equipment, building materials or any personalty relating thereto, is subject to a lien or security agreement other than the Deed of Trust and any liens permitted thereunder; (j) Failure by the Borrower to discharge, bond or obtain title insurance against any mechanics' lien pursuant to Section 10.6 hereof; or (k) If the General Contractor or Borrower shall absolutely cease and terminate but Lessee become insolvent or be adjudicated bankrupt or shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located make an assignment for the purpose ofbenefit of a creditor or file or have filed against it a petition for bankruptcy or reorganization or arrangement and, and waives any cause in the case of action it may have arising fromsuch involuntary petition filed against the General Contractor or Borrower, a peaceful retaking such petition is not discharged or dismissed within 60 days of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaultits filing. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each The occurrence of any of the following events shall constitute an “Event of Default” Default hereunder: (a) Any representation or warranty made by the Servicer, the Indenture Trustee, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co. or the Depositor hereunder (whatever or under the reason for such event of default and whether it shall be voluntary or involuntaryTransaction Documents, or come about in any certificate furnished hereunder or under the Transaction Documents, shall prove to be effected by operation of law, untrue or be pursuant to or incomplete in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):material respect; (1i) if Lessee The Servicer, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Depositor shall fail to pay when due any sum amount payable by the Servicer, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Depositor hereunder or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction shall find or rule that any Transaction Document is not valid and binding on the Servicer, the Indenture Trustee, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Depositor; (c) The occurrence and continuance of a "Servicer Event of Default" under the Servicing Agreement (as defined therein); (d) Any failure on the part of the Servicer, the Indenture Trustee, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co. or the Depositor duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer, the Indenture Trustee, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co. or the Depositor contained in this Insurance Agreement and such failure shall continue or in any other Transaction Document which continues unremedied for a period of three business 30 days with respect to this Insurance Agreement, or, with respect to any other Transaction Document, beyond any cure period provided for therein, after oral, facsimile, electronic mail or the date on which written notice has been given by Lessor of such failure, requiring the same to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinbe remedied, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation to the Indenture Trustee, the Servicer, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co. or warranty made by Lessee in this Agreement or any agreementthe Depositor, document or certificate delivered as applicable, by the Lessee in connection herewith is Insurer (with a copy to the Indenture Trustee) or shall become incorrect in any material respect; by the Indenture Trustee (4with a copy to the Insurer); (e) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule A decree or order of any governmental a court or agency or supervisory authority having jurisdiction thereof or shall operate in the Aircraft when the insurance required hereunder shall not be premises in effect; (5) if any proceedings shall be commenced an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, reorganization, readjustment of debt, receivership marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation law of its affairs, shall have been entered against the Servicer, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or statute the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.90 consecutive days; (bf) Upon The Servicer, RBMG, the occurrence Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Depositor shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any Event insolvency, readjustment of Default Lessor maydebt, at its optionmarshalling of assets and liabilities or similar proceedings of or relating to the Servicer, exercise any RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Depositor or of or relating to all remedies available at law or in equity, including, without limitation, any or substantially all of the following remediesproperty of either; (g) The Servicer, as Lessor in its sole discretion RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Depositor shall elect: (1) by notice admit in writing its inability to terminate this Agreement immediatelypay its debts generally as they become due, whereupon all rights file a petition to take advantage of the Lessee to the use or possession of the Aircraft otherwise voluntarily commence a case or proceeding under any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseeapplicable bankruptcy, if so requested by Lessorinsolvency, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement reorganization or Lessorother similar statute, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located make an assignment for the purpose of, benefit of its creditors or voluntarily suspend payment of its obligations; or (h) The occurrence and waives any cause continuance of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said an "Event of Default." under the Indenture (as defined therein); (ci) Lessee shall be liable for all costs, charges The occurrence and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason continuance of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or "Event of Default. The " under the Sub-Servicing Agreement (as defined therein); 50 (j) the failure of RBMG, the Company, Funding Co. or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation Depositor to comply with, or recurrence of any such contingencies or similar contingenciesmaintain the accuracy of, the Opinion Facts and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinAssumptions.

Defaults. (a) Each of 8.1 In the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of a default and whether it shall be voluntary by Purchaser or involuntarySeller hereunder, or come about or be effected by operation in the event that any condition to the Closing shall not have been satisfied when required hereunder, and, in the event of lawa default, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained except as otherwise expressly provided herein, and such failure default shall continue for a period of fifteen (15) calendar days after notice thereof shall not have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; cured within five (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all date of the following remedies, as Lessor in its sole discretion shall elect: (1) by non-defaulting party’s written notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of defaulting party, the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessornon-defaulting party, at its option, may enter upon (a) if the premises where default shall be by Seller, Purchaser may specifically enforce the Aircraft terms and provisions of this Agreement or Aircraft Documentation are located terminate its obligations under this Agreement by written notice thereof to Seller and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, receive a peaceful retaking refund of the Aircraft or Aircraft DocumentationExxxxxx Money, whereupon no party hereto shall have any claim against the other by virtue hereof, except as otherwise provided in this Agreement; or (2) perform or cause to be performed any obligationprovided however, covenant or agreement that, if the remedy of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such specific performance and acknowledges that such performance by Lessor shall not be deemed available due to cure said Event any action or omission of Default. Seller as to the Property, Purchaser shall be entitled to exercise any and all remedies available to purchaser at law and/or in equity; (b) if the default shall be by Purchaser, as its sole and exclusive remedy hereunder and/or at law and/or in equity, Seller may terminate its obligations under this Agreement by written notice thereof to Purchaser and receive the Exxxxxx Money as liquidated damages; and (c) Lessee in the event that any condition to the Closing shall be liable for all costsnot have been satisfied when required hereunder, charges Purchaser may terminate its obligations under this Agreement by written notice thereof to Seller and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason receive a refund of the occurrence Exxxxxx Money, whereupon no party hereto shall have any claim against the other by virtue hereof, except as otherwise herein provided. 8.2 Any breach by Seller of any Event of Default the representations, warranties or the exercise of Lessor’s remedies with respect thereto. No remedy referred to covenants herein is intended to be exclusivecontained, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor which shall not be cured in a manner satisfactory to Purchaser within five (5) days after written notice thereof, shall (a) be deemed a default for purposes of this Article 8, and, if prior to the Closing, further notice under Paragraph 8.1 shall not be required, if such breach shall not have waived any defaultbeen cured within said 5-day period, Event and (b) if after the Closing, give rise to an immediate right on the part of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed Purchaser to be, sxx Seller for damages as a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence result of any such right upon the continuation or recurrence breach; provided, however, that in no event shall Purchaser be entitled to recover from Seller damages as a result of any such contingencies or similar contingenciesbreach in an amount (“Seller’s Damage Limit”) in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00); and, and any single or partial exercise further, provided, however, that, notwithstanding anything contained herein to the contrary, the foregoing right of Purchaser sxx Seller for damages as a result of any particular right by Lessor such breach only shall not exhaust survive for a period of six (6) months after the same or constitute a waiver of any other right provided hereinClosing.

Defaults. (a) Each of Time is the following events shall constitute an “Event of Default” hereunder (whatever essence hereof, and in the reason for such event of default and whether it shall be voluntary that Lessee or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform or observe any covenant other covenant, agreement, or agreement contained hereincondition to be performed or kept by the Lessee under the terms and provisions of this Lease, and such failure shall continue continues for a period of fifteen (15) calendar days after receipt of written notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith from the Lessor, or if the default is of a nature that the same cannot practicably be cured within said fifteen (15) day period and the Lessee shall not within said fifteen (15) day period commence and be proceeding with due diligence and dispatch to cure and perform such default, covenants, agreement or shall become incorrect condition; then, and in any material respect; (4) if Lessee such event, the Lessor shall operate have the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor mayright, at its option, exercise then or at any or all remedies available at law or in equitytime thereafter and while such default shall continue, including, without limitation, any or all to reenter and take complete and peaceful possession of the following remediesleased Premises and declare this Lease forfeited and the term thereof ended, and with or without process of law remove all persons and property therefrom. The Lessee in such event shall peacefully and quietly yield up and surrender the leased Premises to the Lessor and execute and deliver to the Lessor such instrument or instruments as will properly evidence termination of the Lessee's rights and interest under this Lease, and as may be requested by the Lessor. At the option of the Lessor and in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediatelylieu of forfeiting thin Lease as above provided, whereupon all rights the Lessor may reenter the demised Premises and as the agent of the Lessee to the use or possession remove therefrom any property of the Aircraft Lessee, and may sublet and relet said Premises or any part thereof shall absolutely cease from time to time for any unexpired part of the term, and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseethe Lessor may collect the rents therefor, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove applying the same by summary proceedings first to the payment of expenses of such reentry and reletting and then to the payment of rent due or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose ofto become due under this Lease, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee hereby agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect theretodeficiency therefor. No such reentry shall release the Lessee from its covenants to pay rentals and other charges provided for herein, and it is agreed that, except insofar as this is inconsistent with or contrary to any provision of this Lease, no right, or remedy referred herein conferred upon or reserved to herein the Lessor is intended to be exclusiveexclusive of any other right or remedy, but and each and every right and remedy shall be cumulative and in addition to any other right or remedy referred to above given hereunder, or otherwise available to Lessor at now or hereafter existing in law or in equity. Lessor shall not be deemed to have waived any default, Event of Default equity or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinstatute.

Defaults. (a) Each It shall be a default (“Default”) under this Note and each of the following events shall constitute an “Event of Default” hereunder (whatever other Loan Documents if after the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order expiration of any court applicable notice and grace period (including that set forth in Section 4.1(a) of the Loan Agreement, (i) any principal, interest or any order, rule or regulation other amount of any administrative or governmental body): (1) if Lessee shall fail to pay when money due any sum under this Agreement and Note is not paid in full when due, regardless of how such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lesseeamount may have become due; (2ii) if Lessee shall fail to perform any covenant or agreement contained hereincovenant, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any agreement, condition, representation or warranty made by Lessee in this Agreement herein or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable lawother Loan Documents is not fully and timely performed, regulation, rule observed or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictionkept; or (6iii) if there shall occur any Default under the Deed of Trust or any other Loan Document. Upon the occurrence of a Default, Administrative Agent on behalf of the Lenders shall have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such proceedings declaration, the same shall be instituted against either Party at once due and shall not be withdrawn payable), to foreclose any liens and security interests securing payment hereof; and subject to any limitations contained in the Loan Documents, to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or terminated within thirty (30) calendar days after their commencementat Law or in equity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on behalf of the Lenders provided for in this Note and in any other Loan Document are cumulative of each other and, subject to any limitations contained in the Loan Documents, of any Event of Default Lessor may, and all other Rights at its option, exercise any or all remedies available at law Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or Lenders to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Named Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent on behalf of Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, then, subject to the limitations in the Loan Agreement, Bxxxxxxx agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges reasonable attorneys’ fees and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against Borrower or any Event of Default Guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each If any of the following events ("Defaults") shall constitute an “Event occur: -------- (A) Any Borrower fails to pay any of Default” hereunder its Liabilities when such Liabilities are due or are declared due (whatever whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); (B) Any Borrower (i) fails or neglects to perform, keep or observe any of its covenants, conditions or agreements contained in any of the reason for subsections of this Agreement or any of the other Financing Agreements other than the provisions in Subsection 3.1 of this Agreement which require such event Borrower to deliver a Monthly Report by a particular date, Subsections 7.1 (other than Subsections 7.1(E) or (G)), 7.3 or 7.4 of default and whether it shall be voluntary this Agreement, (ii) fails or involuntary, or come about or be effected by operation of law, or be neglects to deliver a Monthly Report when required pursuant to or in compliance with any judgment, decree or order Subsection 3.1 of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period two consecutive Business Days, (iii) fails or neglects to perform, keep or observe any covenants, conditions or agreements contained in Subsection 7.1 (other than Subsections 7.1(E) or 7.1(G)) of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, this Agreement and such failure shall continue for five consecutive Business Days or (iv) fails or neglects to perform, keep or observe any of the covenants, conditions or agreements contained in Subsections 7.3 or 7.4 of this Agreement and such failure shall continue for thirty (30) consecutive days, provided that such 30-day grace period shall not apply and a period Default shall be deemed to have occurred promptly upon such breach if (x) such breach cannot, in Agent's reasonable determination, be cured by such Borrower during such period, or (y) such breach shall be deemed by Agent (in its reasonable discretion) to have a material adverse effect on the Collateral (or Agent's or the Lenders' interest or rights therein or with respect thereto), the Current Asset Base of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation Borrower or warranty made by Lessee in the other rights of Agent or the Lenders under this Agreement or any agreementother Financing Agreement; (C) any warranty or representation now or hereafter made by any Borrower or any Subsidiary of a Borrower is untrue or incorrect in any material respect when made, document or certificate delivered any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by or on behalf of such Borrower or such Subsidiary to any of Agent, the Lessee in connection herewith Issuing Bank and the Lenders is untrue or shall become incorrect in any material respect; , on the date as of which the facts set forth therein are stated or certified or any of the foregoing omits to state a fact necessary to make the statements therein contained not misleading in any material respect; (4D) if Lessee a final judgment or final order requiring payment in excess of $1,000,000 with respect to Rail, or $250,000 with respect to Deco, shall operate be rendered against such Borrower and such judgment or order shall remain unsatisfied or undischarged and in effect for forty (40) consecutive days without a stay of enforcement or execution, provided that this Subsection 9.1(D) shall not apply to any judgment for which such Borrower is fully insured (except for normal deductibles in connection therewith) and with respect to which the Aircraft insurer has assumed the defense and is not defending under reservation of right and with respect to which Agent reasonably believes the insurer will pay the full amount thereof (except for normal deductibles in violation connection therewith); (E) a notice of Lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the assets of any applicable lawBorrower by the United States, regulationor any department, rule agency or order instrumentality thereof, or by any state, county, municipality or other governmental agency or any taxes or debts owing at any time or times hereafter to any one or more of any governmental authority having jurisdiction thereof them become a Lien upon all or shall operate a substantial part of the Aircraft when Collateral or the insurance required hereunder shall assets of such Borrower, and such Lien, levy or assessment is not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership discharged or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated released within thirty (30) calendar days after their commencement.of the notice or attachment thereof, provided that this Subsection 9.1(E) shall not apply to Liens, levies or assessments which relate to current taxes not yet due and payable or Permitted Liens; (bF) Upon the occurrence there shall occur any loss, theft, substantial damage or destruction of any Event item or items of Default Lessor mayany Borrower's assets for which such Borrower is not fully insured (a "Loss"), at its optionif the amount of such Loss not fully covered by insurance (including any deductible in connection therewith), exercise together with the amount of all other Losses incurred by all Borrowers not fully covered by insurance (including any or deductibles in connection therewith) occurring in the same Fiscal Year, exceeds $1,000,000; (G) all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof of any Borrower's assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and on or before the forty-fifth (45th) day thereafter such assets are not returned to such Borrower and/or such writ, distress warrant or levy is not dismissed, stayed or lifted if the amount of such Collateral or assets, together with any other such Collateral and assets that is so attached, seized, subjected to writ or distress warrant or levied upon, exceeds $1,000,000 at any time; (H) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed (i) against any Borrower and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of forty-five (45) days, or (ii) by any Borrower or any Borrower makes an assignment for the benefit of creditors or any Borrower takes any corporate action to authorize any of the foregoing; (I) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed (i) against any Subsidiary of any Borrower and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of forty-five (45) days, or (ii) any Subsidiary of any Borrower makes an assignment for the benefit of creditors or any such Subsidiary takes any action to authorize any of the foregoing; (J) Any Borrower or any Subsidiary of a Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated (except for a liquidation or dissolution of a Subsidiary permitted by Subsection 7.3 hereof); (K) Any Borrower or any Subsidiary of a Borrower becomes insolvent or fails generally to pay its debts as they become due; (L) Any Borrower is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency from conducting all or any material part of its business affairs; (M) a breach by any Borrower shall absolutely cease occur under any material agreement, document or instrument (other than an agreement, document or instrument evidencing the lending of money), whether heretofore, now or hereafter existing between such Borrower and terminate but Lessee any other Person, and such breach involves an exposure to such Borrower, or could give rise to liability of such Borrower, in excess of $1,000,000 with respect to Rail, or $250,000 with respect to Deco, and the same continues unwaived for more than forty-five (45) days after such breach first occurs; (N) as to more than $500,000 individually, or $1,500,000 in the aggregate for all Borrowers in indebtedness at any one time, (i) any Borrower shall remain liable as hereinafter provided; fail to make any payment due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any obligation for borrowed money other than the Liabilities and thereupon Lesseesuch failure shall continue after the applicable grace period, if so requested by Lessorany, specified in the agreement or instrument relating to such indebtedness; (ii) any other default under any agreement or instrument relating to any such indebtedness, or any other event, shall at its expense promptly return occur and shall continue after the Aircraft and Aircraft Documentation as required by this Agreement applicable grace period, if any, specified in such agreement or Lessorinstrument if the effect of such default or event is to accelerate, at its option, may enter upon or to permit the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose acceleration of, and waives any cause the maturity of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentationsuch indebtedness; or (2iii) perform or cause any such indebtedness shall be declared to be performed any obligation, covenant due and payable or agreement of Lessee hereunder. Lessee agrees required to pay all costs and expenses incurred be prepaid (other than by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed a regularly scheduled required prepayment) prior to cure said Event of Default.the stated maturity thereof; (cO) Lessee a material and adverse change shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason occur (i) in the present or reasonably foreseeable prospective operations or financial condition of Rail or in the value of any material portion of the occurrence Collateral, or (ii) which materially impairs the ability of Rail to perform its obligations under this Agreement and the other Financing Agreements, in each case as determined by Agent; (P) the plan administrator of any Event Benefit Plan applies under Section 412(d) of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, Internal Revenue Code for a waiver of the minimum funding standards of Section 412(a) of the Internal Revenue Code and Agent in good faith believes that the approval of such waiver could subject any future Borrower, any of its Subsidiaries or subsequent default an ERISA Affiliate of such Borrower to liability in excess of $1,000,000; (Q) a Termination Event occurs which Agent in good faith believes could individually, or Event together with any other Termination Events subject any Borrower, any of Default. The failure its Subsidiaries or delay an ERISA Affiliate of Lessor such Borrower to liability in exercising excess of $1,000,000; (R) a Change in Control shall occur; (S) any rights granted it hereunder upon guarantor shall fail to comply with the terms of, or otherwise fail to perform any occurrence of its obligations under, any guaranty of the Liabilities or any security or similar agreement relating thereto or shall take any action to disaffirm any of its obligations under any such right upon the continuation guaranty or recurrence of agreement or any such contingencies guaranty or similar contingenciesagreement shall cease to be valid, enforceable or of effect without the prior written consent of the Agent and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.Lenders; or

Defaults. (a) Each If any of the following events shall constitute (herein called an “"Event of Default” hereunder ") shall occur and be continuing: (whatever a) If the reason for Company shall default in the payment (whether or not such event payment is prohibited under Article 5 hereof) of default (i) any part of the principal on any of the Convertible Debentures, when the same shall become due and payable, whether it shall be voluntary at maturity or involuntaryby acceleration or otherwise, or come about or be effected by operation (ii) the interest on any of lawthe Convertible Debentures, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee when the same shall fail to pay when become due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinpayable, and such failure default in the payment of interest shall continue have continued for a period of fifteen (15) calendar days after notice thereof days; (b) If the Company shall have been given default in writingthe performance of any agreement or covenant contained in this Agreement or the Convertible Debentures and such default shall continue for thirty (30) days; or (3c) if If any representation or warranty made by Lessee in this Agreement the Company herein or any agreement, document or certificate delivered by the Lessee in connection herewith is or Company pursuant hereto shall become prove to have been incorrect in any material respectrespect when made; or (4d) if Lessee If (i) the Company shall operate the Aircraft fail to make any payment in violation respect of any Indebtedness when due or within any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictiongrace period; or (6ii) if any such proceedings shall be instituted against either Party and shall not be withdrawn other event of default, as defined in any material indenture or terminated within thirty (30) calendar days after their commencement. (b) Upon material instrument evidencing or under which there is at the occurrence of time outstanding any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all Indebtedness of the following remediesCompany, as Lessor in its sole discretion shall elect: occur which (1) by notice results in writing to terminate this Agreement immediately, whereupon all rights the acceleration of the Lessee to the use or possession maturity of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; such Indebtedness or (2) perform enables (or, with the giving of notice, would enable) the holder of such Indebtedness or cause any person acting on such holder's behalf to accelerate the maturity thereof if, in the case of subclause (2) hereof, such event or condition has been in existence for 180 days without being cured or waived; provided, that, the aggregate principal amount of the Indebtedness referred to Indebtedness clause (i) or (ii) (together with any other defaulted Indebtedness) exceeds $2,000,000; or (e) If a final judgment which, either alone or together with other outstanding final judgments against the Company and its Subsidiaries, exceeds an aggregate of $2,000,000 shall be rendered against the Company or any Subsidiary and such judgment shall have continued undischarged or unstayed for sixty (60) days after entry thereof; or (f) If the Company or any Subsidiary shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts; or if the Company or any Subsidiary shall suffer the appointment of a receiver or trustee for it or substantially all of its assets and, if appointed without its consent, not to be performed discharged or stayed within sixty (60) days; or if the Company or any obligationSubsidiary shall suffer proceedings under any law relating to bankruptcy, covenant insolvency or agreement the reorganization or relief of Lessee hereunder. Lessee agrees debtors to be instituted by or against it, and, if contested by it, not to be dismissed or stayed within sixty (60) days; or if the Company or any Subsidiary shall fail generally to pay its debts as they become due; or if the Company or any Subsidiary shall suffer any writ of attachment or execution or any similar process to be issued or levied against it or any significant part of its property with respect to claims in excess of $2,000,000, which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; or if the Company or any Subsidiary takes corporate action in furtherance of any of the aforesaid purposes or conditions; then and in each such event the holders of forty percent (40%) or more in aggregate principal amount of the Convertible Debentures then outstanding may at any time and unless all costs defaults shall theretofore have been remedied) at its or their option, by written notice or notices to the Company, declare all the Convertible Debentures to be due and expenses incurred payable, whereupon the same shall forthwith mature and become due and payable, together with all interest accrued thereon, without presentment, demand, protestor notice, all of which are hereby waived; provided, however, that this provision is subject to the condition that if, at any time after the principal of the Convertible Debentures shall so become due and payable, any arrears of principal and interest on the Convertible Debentures (with interest at the rate specified in the Convertible Debentures on any overdue principal and, to the extent legally enforceable, on any interest overdue) shall be paid by, or for the account of the Company, then the holder or holders of at least fifty-one percent (51%) in aggregate principal amount of the Convertible Debentures then outstanding, by Lessor for written notice or notices to the Company, may waive such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee Default and its consequences and rescind or annul such declaration, but no such waiver shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of extend to or affect any subsequent Event of Default or impair any right resulting therefrom; provided, further, that notwithstanding the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusiveforegoing, but each if there shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, occur an Event of Default or right hereunder unless under clause (f) above, then the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor Convertible Debentures, together with all interest accrued thereon, shall immediately mature and become due and payable, without the necessity of any default action by the Purchasers or Event notice to the Company. If any holder of Default hereunder a Convertible Debenture shall in give any way be, notice or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of take any other right provided hereinaction with respect to a claimed default, the Company, forthwith upon receipt of such notice or obtaining knowledge of such other action, will give written notice thereof to all other holders of the Convertible Debentures then outstanding, describing such notice or other action and the nature of the claimed default.

Defaults. (a) Each Any of the following events shall constitute an “"Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):": (1i) the Company defaults in the payment of (A) any part of the principal of or premium, if Lessee any, on any Note, when the same shall fail to pay become due and payable, whether at maturity or by acceleration or otherwise or (B) the interest on any Note, when the same shall become due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereinpayable, and such failure default in the payment of interest shall continue have continued for a period five (5) Business Days; or (ii) the Company, or, with respect to the Security Agreements, any of fifteen its subsidiaries, defaults in the performance of any other agreement or covenant contained in the Purchase Agreements, the Notes, the Certificate of Designations for the Series B Preferred Stock, the Warrants or any other agreement or covenant in favor of the holders of the Notes, the Series B Preferred Stock or the Warrants in the Security Agreements and such default or violation shall not have been remedied within thirty (1530) calendar days after written notice thereof shall have been given in writingto the Company by any holder or holders of the Notes (the Company to give forthwith to all other holders of the Notes at the time outstanding written notice of the receipt of such notice, specifying the default referred to therein); or (3iii) if any representation or warranty made by Lessee in this Agreement the Company or any agreement, document of its subsidiaries herein or in their respective Security Agreements or in any certificate delivered by the Lessee in connection herewith is Company pursuant hereto or shall become pursuant to any other Purchase Agreement proves to have been incorrect in any material respectrespect when made; or (4iv) if Lessee with respect to any Indebtedness of the Company or any Subsidiary in an aggregate principal amount of at least One Million dollars ($1,000,000), such Indebtedness shall operate the Aircraft in violation become due and payable prior to its stated or scheduled maturity as a result of acceleration or optional or mandatory prepayment for any applicable law, regulation, rule reason; or (v) a final judgment or order which, either alone or together with other final judgments or orders against the Company and its Subsidiaries, exceeds an aggregate of Five Hundred Thousand dollars ($500,000) is rendered by a court of competent jurisdiction against the Company or any governmental authority having jurisdiction thereof Subsidiary and such judgment or order shall have continued undischarged or unstayed for thirty (30) days after entry thereof, (vi) the Company or any Subsidiary shall make an assignment for the benefit of creditors, or shall operate the Aircraft when the insurance required hereunder shall not be admit in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictionwriting its inability to pay its debts; or (6) a receiver or trustee is appointed for the Company or any Subsidiary or for substantially all of its assets and, if any appointed without its consent, such proceedings shall be instituted against either Party and shall appointment is not be withdrawn discharged or terminated stayed within thirty (30) calendar days; or proceedings under any law relating to bankruptcy, insolvency, or the reorganization or relief of debtors are instituted by or against the Company or any Subsidiary, and, if contested by it, are not dismissed or stayed within thirty (30) days; or any writ of attachment or execution or any similar process is issued or levied against the Company or any Subsidiary or any significant part of its property and in not released, stayed, bonded or vacated within thirty (30) days after their commencement.its issue or levy; or the Company or any Subsidiary takes corporate action in furtherance of any of the foregoing; (b) If an Event of Default occurs pursuant to any of clauses (i) through (v) of Section 12(a) hereof, then and in each such event the Majority Noteholders may at any time (unless all Events of Default shall theretofore have been waived or remedied) at its or their option, by written notice or notices to the Company, declare all the Notes to be due and payable. Upon any such declaration or upon the occurrence of any an Event of Default Lessor maypursuant to clause (vi) of Section 12(a) hereof (in which case no declaration is required), all Notes shall forthwith immediately mature and become due and payable, together with interest accrued thereon all without presentment, demand, protest or notice, all of which are hereby waived. However, if, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all time after the principal of the following remediesNotes shall so become due and payable and prior to the date of maturity stated in the Notes, as Lessor all arrears of principal and interest on the Notes (with interest at the rate specified in its sole discretion the Notes on (any overdue principal and any overdue premium and, to the extent legally enforceable, on an overdue interest) shall elect: (1) be paid to the holders of Notes by notice in writing to terminate this Agreement immediately, whereupon all rights or for the account of the Lessee Company, then the Majority Noteholders, by written notice or notices to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its optionCompany, may enter upon waive such Event of Default and its consequences and rescind or annul such declaration, provided, that at the premises where the Aircraft time of such waiver, rescission or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings annulment (x) no judgment or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located decree shall have been entered for the purpose of, payment of any amounts due to any holder of Notes under the Notes or the Purchase Agreements and waives (y) all other Events of Default or Potential Defaults under the Purchase Agreements shall have been waived pursuant to this Section 12(b) or cured. No waiver pursuant to the preceding sentence shall extend to or affect any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said subsequent Event of DefaultDefault or impair any right or remedy resulting therefrom. (c) Lessee If any holder of a Note shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of give any Event of Default notice or the exercise of Lessor’s remedies take any other action with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of a claimed Potential Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure , the Company, forthwith upon receipt of such notice or delay obtaining knowledge of Lessor in exercising any rights granted it hereunder upon any occurrence such other action, will give written notice thereof to all other Holders of any the Notes then outstanding, describing such right upon notice or other action and the continuation nature of the claimed Potential Default, or recurrence Event of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinDefault.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):”: (1a) if Lessee Borrower shall fail to pay (i) any interest due on any Loan, or any other amount payable hereunder (other than a principal payment on any Loan) by five days after the same becomes due; or (ii) any principal amount due on any Loan when due; (b) Borrower shall default in the performance or observance of any agreement, covenant, condition, provision or term contained in Article VI or Section 7.01 or 7.06 of this Agreement; (c) Any Loan Party shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this Agreement or any Loan Document and such default continues for a period of thirty (30) days after written notice thereof is given to Borrower by Lender; (d) Any representation or warranty made by any Loan Party herein or in any other Loan Document or any certificate delivered pursuant hereto, or any financial statement delivered to Lender hereunder, shall prove to have been false in any material respect as of the time when made or given; (e) Any Loan Party shall fail to pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any sum under part of the principal of or interest on any Indebtedness of or assumed by it, in an amount which is, individually or in the aggregate with all other amounts described in this Agreement clause (e), in excess of the Threshold Amount, and such failure default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, agreement or other instrument governing such obligations and such obligations are, individually or in the aggregate with all other amounts described in this clause (e), in excess of the Threshold Amount, and such default shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor time sufficient to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period permit the acceleration of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation maturity of any applicable lawsuch Indebtedness; provided, regulationhowever, rule or order of any governmental authority having jurisdiction thereof or that no default shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived occurred under this clause (e) in connection with obligations which are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP, provided that the other party to such dispute has not, and is not entitled to, place any defaultLien on any property of the Borrower or any Subsidiary in connection with such disputed obligation, Event other than Permitted Liens; (f) A final judgment which, together with all other outstanding final judgments against any Loan Party and its Subsidiaries, or any of Default them, exceeds the Threshold Amount and is not either covered by insurance provided by a financially responsible insurance carrier or right hereunder unless satisfied, bonded, stayed or insured within 60 days from the date of entry thereof; (g) Any Loan Party shall: (i) become insolvent; or (ii) be unable, or admit in writing its inability, to pay its debts as they mature; or (iii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its property; or (iv) become the subject of an “order for relief” within the meaning of the United States Bankruptcy Code; or (v) become the subject of a creditor’s petition for liquidation, reorganization or to effect a plan or other arrangement with creditors; or (vi) apply to a court for the appointment of a custodian or receiver for any of its assets; or (vii) have a custodian or receiver appointed for any of its assets (with or without its consent); or (viii) have any of its assets garnished, seized or forfeited, or threatened with garnishment, seizure or forfeiture; (ix) otherwise become the subject of any insolvency proceedings, or propose or enter into any formal or informal composition or arrangement with its creditors; and, in the case of any involuntary proceeding, petition, garnishment, seizure or forfeiture of the type listed in subclauses (v), (viii) or (ix) above, the same is acknowledged shall continue undismissed or unstayed for sixty (60) days. (h) This Agreement, or any Loan Document shall, at any time after their respective execution and delivery, and for any reason, cease to be in writing by duly authorized representative of Lessor. No waiver by Lessor of any default full force and effect or Event of Default hereunder shall in any way bebe declared null and void, or be construed to berevoked or terminated, a waiver or the validity or enforceability thereof or hereof shall be contested by any Loan Party or any shareholder of any future Loan Party, or subsequent default any Loan Party shall deny that it has any or Event of Default. The failure further liability or delay of Lessor obligation thereunder or hereunder, as the case may be; (i) Any Reportable Event, which Lender determines in exercising any rights granted it hereunder upon any occurrence good faith to constitute grounds for the termination of any such right upon Plan by the continuation Pension Benefit Guaranty Corporation or recurrence for the appointment by the appropriate United States District Court of a trustee to administer any Plan, shall have occurred, or any Plan shall be terminated within the meaning of Title IV of ERISA, or a trustee shall be appointed by the appropriate United States District Court to administer any Plan, or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, and in case of any event described in the preceding provisions of this subsection (i) Lender determines in good faith that the aggregate amount of the liability of Borrower and its Subsidiaries to the Pension Benefit Guaranty Corporation under ERISA shall exceed the Threshold Amount and such contingencies liability is not covered, for the benefit of Borrower, by insurance; or similar contingencies, and any single Loan Party or partial exercise any Subsidiary shall become a member of any particular right by Lessor a Multiemployer Plan; or (j) Any Change of Control shall not exhaust the same or constitute a waiver of any other right provided hereinoccur.

Defaults. A default (“Default”) means the occurence of: (a) Each any failure by the Servicer to remit to the Company or deposit in the Collection Account, the Escrow Accounts, any accounts created under the Custodial and Paying Agency Agreement or any Other Accounts any amount required to be so remitted or deposited under the terms of (i) this Agreement, (ii) the Custodial and Paying Agency Agreement, or (iii) the LLC Operating Agreement; or (b) any Insolvency Event (without any cure period other than as may be provided for in the definition of Insolvency Event) (i) with respect to the Servicer or any of its Related Parties, or (ii) with respect to any Subservicer or any of its Related Parties; provided, that any such Insolvency Event under this clause (ii) (that is not otherwise an Insolvency Event under clause (i) hereof) shall not be an Event of Default hereunder (but shall in all events be a default under the applicable Subservicing Agreement) so long as the Servicer shall have fully replaced such affected Subservicer within thirty (30) days after the occurrence of such Insolvency Event; or (c) any failure by the Servicer to duly perform its obligations in (i) Section 5.2(e), which failure continues unremedied for a period of five (5) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer, or (ii) Section 5.2(f) or Section 5.2(g), which failure continues unremedied for a period of twenty-five (25) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer; or (d) any failure by the Servicer at any time (i) to comply with its obligation to be a Qualified Servicer and to renew or maintain any permit or license necessary to carry out its responsibilities under this Agreement in compliance with Law, or (ii) to have an Acceptable Rating; provided, however, that this clause (d)(ii) shall not apply to RoundPoint Mortgage Servicing Corporation or (iii) to cause each Subservicer to meet the applicable characteristics of a Qualified Servicer as required under Section 4.1 and to renew or maintain any permit or license necessary to carry out its responsibilities under any Subservicing Agreement, which, in the case of either (i), (ii) or (iii), continues unremedied for a period of thirty (30) days after the date on which written notice of such failure requiring the same to be remedied shall have been given by the Manager or the Initial Member to the Servicer; or (e) any failure by the Servicer to cause any Subservicer to comply with the terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material breach by any Subservicer under its Subservicing Agreement or the failure by the Servicer to replace any Subservicer upon the occurrence of any such event in accordance with the terms governing material breach or default under the applicable Subservicing Agreement; or (f) any other failure (other than those specified in any of Section 7.1(a) through (e)) by the Servicer to duly observe or perform any other covenants or agreements on the part of the following events Servicer contained in this Agreement or to perform any Servicing Obligation in compliance with the Servicing Standard, and such failure continues unremedied for a period of thirty (30) days, or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree, after the date on which written notice of such failure shall constitute have been given by the Manager or the Initial Member to the Servicer; provided, however, that in the case of a failure that cannot be cured within thirty (30) days (or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree) with the exercise of reasonable diligence, the cure period shall be extended for an additional thirty (30) days if the Servicer can demonstrate to the reasonable satisfaction of the Manager and the Initial Member that the Servicer is diligently pursuing remedial action; and provided, further, that, with respect to any such failure failure under this Section 7.1(f) that relates exclusively to obligations included in any applicable Schedule hereto that can be amended or otherwise modified without the consent of the Initial Member, then no such consent of the Initial Member shall be required with respect to an applicable cure period hereunder so long as such failure hereunder is not, or would not result in, a failure by the Manager to comply with its obligations under the LLC Operating Agreement and the other Ancillary Documents; or (g) the occurrence of any “Event of Default,” as defined in the LLC Operating Agreement; (h) receipt by the Manager or the Servicer of notice from the Purchase Money Note Guarantor that an “Event of Default” hereunder (whatever as defined in the reason for such event of default Reimbursement and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):Security Agreement has occurred and is continuing; or (1i) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event Restricted Servicer Change of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of DefaultControl. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee ”: The Borrower shall fail to pay (i) any interest due on the Note, or any other amount payable hereunder (other than a principal payment on the Note) within five days after the same becomes due; or (ii) any principal amount due on the Note when due; The Borrower shall default in the performance or observance of any agreement, covenant, condition, provision or term contained in Article III of this Agreement; The Borrower shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this Agreement continuing for a period of thirty days after written notice thereof is given to the Borrower by the Foundation; Any representation or warranty made by the Borrower herein or any certificate delivered pursuant hereto, or any financial statement delivered to the Foundation hereunder, shall prove to have been false in any material respect as of the time when made or given; The Borrower shall fail to pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any sum part of the principal of or interest on any indebtedness of or assumed by it, or of the rentals due under this Agreement any lease or sublease, or of any other obligation for the payment of money, and such failure default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and such default shall continue for a period of three business time sufficient to permit the acceleration of the maturity of any such indebtedness or other obligation or the termination of such lease or sublease; A final judgment which, together with other outstanding final judgments against the Borrower exceeds an aggregate of $50,000 shall be entered against the Borrower and shall remain outstanding and unsatisfied, unbonded, unstayed or uninsured after 60 days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lesseefrom the date of entry thereof; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings judgment which exceeds $25,000 shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdictionentered against the Borrower; The Borrower shall: (i) become insolvent; or (6ii) if any such proceedings shall be instituted against either Party and shall not be withdrawn unable, or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice admit in writing its inability to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable pay its debts as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentationthey mature; or (2iii) perform make a general assignment for the benefit of creditors or cause to an agent authorized to liquidate any substantial amount of its property; or (iv) become the subject of an “order for relief” within the meaning of the United States Bankruptcy Code; or (v) become the subject of a creditor’s petition for liquidation, reorganization or to effect a plan or other arrangement with creditors; or (vi) apply to a court for the appointment of a custodian or receiver for any of its assets; or (vii) have a custodian or receiver appointed for any of its assets (with or without its consent); or (viii) have any of its assets garnished, seized or forfeited, or threatened with garnishment, seizure or forfeiture; or (ix) otherwise become the subject of any insolvency proceedings or propose or enter into any formal or informal composition or arrangement with its creditors. This Agreement or the Note shall, at any time after their respective execution and delivery, and for any reason, cease to be performed any obligation, covenant in full force and effect or agreement of Lessee hereunder. Lessee agrees to pay all costs be declared null and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way bevoid, or be construed to revoked or terminated, or the validity or enforceability thereof or hereof shall be contested by the Borrower or any shareholder of the Borrower, or the Borrower shall deny that it has any or further liability or obligation thereunder or hereunder, as the case may be, ; or The Internal Revenue Service shall revoke the Borrower’s status as a waiver tax-exempt organization under Section 501(c)(3) of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinInternal Revenue Code.

Defaults. (a) Each Licensee's default : If Licensee shall default in the payment of any sums payable in accordance with the following events shall constitute an “Event terms of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntarythis Agreement, or come about fails to respect a credit or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained hereincopyright obligation, and such failure default shall continue for a period of fifteen (15) calendar working days after the Licensee's receipt of a written notice thereof from the Licensor of such default, or If Licensee shall have been given fall to duly perform or observe any term, covenant or condition of this Agreement and of the Licensee has not remedied the situation for a period of fifteen (15) working days after the Licensee's receipt of written notice from the Licensor of such failure, or if Licensee shall be adjudicated a bankrupt, or shall file a petition in writing; (3) bankruptcy, or shall make an assignment for the benefit of creditors, or shall take advantage of the provisions of any bankruptcy or debtor's relief act, or if any representation involuntary petition In bankruptcy is filed against Licensee and Is not vacated or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated discharged within thirty (30) calendar days after their commencement. days, or if a receiver is appointed for a substantial portion of its property and is not discharged in thirty (b30) Upon days, or if Licensee voluntarily or by operation of law shall lose control of the above named television station or its interest therein, or the license to operate the same, then and upon the occurrence of any Event one or more of Default Lessor maysuch events, at its optionany and all installments or sums payable under this Agreement remaining unpaid shall immediately become due and payable to Licensor, exercise regardless of the due date thereof and, in addition, and without prejudice to any other right or all remedies remedy which may be available to Licensor at law or in equity, includingand without in any way releasing or discharging Licensee of or from any of its obligations under this Agreement, without limitationLicensor shall have the right, any or either (i) to terminate each and all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon LesseeLicensee under this Agreement, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2ii) perform to suspend the further delivery of transmission materials until such defaults shall have ceased and shall have been remedied. Licensor shall notify Licensee of either suspension or cause to be performed any obligationtermination by registered letter, covenant return receipt requested in which event such termination or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee suspension shall be liable for all costsautomatically and immediately valid with no further action necessary on the part of Licensor. Licensor's default: Licensor will default if Licensor breaches any material term, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way becovenant, or be construed to be, a waiver condition of any future or subsequent default or Event of Defaultthis Agreement. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.Any default

Defaults. (a) Each of the following events shall constitute an An “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant deemed to or in compliance with have occurred under any judgment, decree or order and all Agreements upon the occurrence of any court of the following events or circumstances: (a) Borrower’s failure to pay any orderPayment or other amount owed to Lender under any Agreement when due; (b) Borrower’s failure to observe or perform any covenant, rule condition, representation, warranty or regulation of any administrative agreement to be observed or governmental body): performed by Borrower, including without limitation, (1) Borrower’s failure to maintain insurance in accordance with Section 10 hereof or (2) Borrower’s breach of any of the terms of Section 8 which remains uncured for ten (10) days following written notice thereof to Borrower by the Lender; (c) any attempt by Borrower to repudiate any Agreement or its acceptance of any Equipment; (d) Borrower’s default under any present or future note, security agreement, equipment lease, title retention, conditional sales agreement or any other agreement for money borrowed or the lease of real or personal property, in each case in an amount in excess of $250,000, beyond any period of grace provided with respect thereto whether with Lender, its Affiliates, or any third party if Lessee the effect of such default is to cause or permit the holder of such indebtedness to cause such indebtedness to become due prior to its stated maturity; (e) any certificate, statement, representation or warranty, financial or credit information heretofore given or hereafter made by Borrower to Lender shall fail prove to be incorrect in any material respect as of the date such statement, representation or warranty or other information is provided; (f) the condition of Borrower’s finances or business shall change so as, in the reasonable opinion of Lender, to impair materially Lender’s interest or increase materially Lender’s credit risk and Lender shall reasonably and in good xxxxx xxxx itself insecure or undersecured as to repayment of any of Borrower’s Obligations; (g) either Borrower or any Guarantor shall (1) be legally dissolved, adjudicated insolvent or bankrupt or cease to pay when due its debts as they mature, make a general assignment for the benefit of, or enter into an arrangement with, creditors; (2) apply for or consent to the appointment of a receiver, trustee or liquidator of it or a substantial part of its property; (3) take action to dissolve or terminate its legal existence, or authorize or file a voluntary petition in bankruptcy or under any sum under this Agreement and similar law, consent to such failure shall continue a petition; (4) suffer such a petition or proceeding to be instituted against it which remains un-dismissed for a period of three business days after oralsixty (60) days; or (5) merge, facsimileconsolidate or sell substantially all of its assets; (h) if Borrower is an individual, electronic mail whether or written notice has been given not operating as a sole proprietorship, Borrower dies, become disabled or be declared legally incompetent; (i) [reserved]; (j) any Guarantor shall (1) breach any covenant, condition or agreement of a guaranty executed by Lessor to Lesseea Guarantor for Lender’s benefit; (2) die or become legally incompetent (if Lessee shall fail to perform any covenant an individual); or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) suffer any condition or commits any act which, if suffered or committed by Borrower, would constitute an Event of Default under any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respectAgreement; (4k) [Reserved], (l) if Lessee there shall operate the Aircraft in violation occur an (i) appropriation, (ii) confiscation, (iii) retention, or (iv) seizure of control, custody or possession of any applicable law, regulation, rule or order of Equipment by any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any municipal, state, federal or other governmental entity or any governmental agency or instrumentality (all of such entities, agencies and instrumentalities shall hereinafter be collectively referred to as “Governmental Authority”); (m) if anyone in the following remediescontrol, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use custody or possession of any Equipment or Borrower is accused or alleged or charged (whether or not subsequently arraigned, indicted or convicted) by any Governmental Authority to have used any Equipment in connection with the Aircraft commission or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter providedcrime (other than a misdemeanor moving violation); and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located (n) except for the purpose ofsecurity interest, and waives lien or reservation of title in favor of Lender or as otherwise granted herein, there shall be any cause of action it may have arising fromlien, a peaceful retaking claim or encumbrance on any of the Aircraft Collateral (other than (i) mechanics’ liens arising the in ordinary course of business securing liabilities which are not delinquent and remain payable without penalty (ii) tax liens being contested in good faith by appropriate proceedings, for which appropriate reserves have been established in accordance with Generally Accepted Accounting Principles); (o) any Mined Currency is deposited in a digital currency wallet or Aircraft Documentationaccount other than the Blocked Wallet; (p) Borrower or any Person acting on Borrower’s behalf attempts to direct any Mined Currency from the Equipment to a digital currency wallet or account other than the Blocked Wallet or attempts to prevent Lender from having full unencumbered access to and control over the Blocked Wallet; or (2q) perform Borrower defaults under any guaranty, collateral agreement, or cause to be performed any obligationother support agreement relating to, covenant or agreement of Lessee hereunderproviding credit support for, this Master Agreement or the Other Agreements (as hereinafter defined). Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any An Event of Default or under any Agreement shall, at the exercise option and discretion of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusiveLender, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, constitute an Event of Default under any and all other Agreements and constitute a breach of and default under any agreement, instrument, guaranty, loan, lease, promissory note, letter of credit, guaranty or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor other obligation of any kind on the part of Borrower in favor of Lender or any of its Affiliates (“Other Agreements”). Notwithstanding anything in this Master Agreement to the contrary, the foregoing cross default provisions shall apply to the benefit of Lender and Lender’s assignees only to the extent that Lender or Event such assignee is also the Lender or assignee of Default hereunder shall in any way be, one or be construed to be, a waiver of any future more Agreements or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinOther Agreements.

Defaults. (a) Each In any of the following events shall constitute an “Event ("Events of Default” hereunder ") : (whatever a) Lessee shall default in the reason for such event payment of default and whether it shall be voluntary any installment of Periodic Rent or involuntary, of any Casualty Value or come about or be effected by operation of law, or be termination Value payable pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement Section 13 hereof and such failure default shall continue for a period of three business 5 days after oral, facsimile, electronic mail or written notice has been given of such nonpayment by Lessor to Lessee; or (2b) if Lessee shall fail default in the observance or performance of any other covenant required to perform any covenant be observed or performed by Lessee hereunder or under the terms of the agreement contained herein, executed and delivered pursuant to Section 14.4 of the term Loan Agreements and such failure default shall continue for a period of fifteen (15) calendar more than 30 days after the written notice thereof shall have been given in writingfrom Lessor to Lessee; or (3c) if any Any representation or warranty made by Lessee herein or in this Agreement any statement or certificate furnished to Lessor, the Agent or any agreement, document or certificate delivered by the Lessee assignee referred to in connection herewith is or shall become incorrect Section 14 hereof proves untrue in any material respect; (4) if Lessee shall operate respect as of the Aircraft in violation date of any applicable law, regulation, rule issuance or order of any governmental authority having jurisdiction making thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated made good within thirty (30) calendar 30 days after their commencement.notice thereof to Lessee by Lessor; or (bd) Upon Lessee shall default in the occurrence payment of principal of or interest on any Event obligation of Default Lessee for borrowed money in the unpaid principal amount of $ 2,000,000 or more as and when the same shall become due and payable by the lapse of time, by declaration, by call for redemption or otherwise and such default shall continue beyond the period of grace, if any, allowed with respect thereto; or (e) Lessee becomes insolvent or bankrupt or admits in writing its inability to pay its debts as they may mature, or makes an assignment for the benefit of creditors or applies for or consents to the appointment of a trustee or receiver for Lessee or for the major part of its property, or Lessee shall make any voluntary assignment or transfer of Lessee's interest as Lessee hereunder in a manner or to a person not permitted by the terms hereof; or (f) A trustee or receiver is appointed for Lessee, or for the major part of its property and is not discharged within 30 days after such appointment; or (g) Bankruptcy, reorganization, arrangements, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or similar law for the relief of debtors, are instituted by or against Lessee, and if instituted against Lessee are allowed against Lessee or are consented to or are not dismissed within 60 days after such institution; Lessor may, at its optionoption may: A. Proceed by appropriate court action or actions, exercise any or all remedies available either at law or in equity, including, without limitation, any or all to enforce performance by Lessee of the following remedies, as Lessor in its sole discretion shall elect: (1) by applicable covenants and terms of the Lease or to recover damages for the breach thereof; or B. By notice in writing to Lessee, terminate this Agreement immediately, Lease and/or Lessee's rights of possession hereunder as to all or any portion of the Units whereupon all rights right, title and interest of the Lessee to or in the use of such Units shall terminate, and Lessor may, directly or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseeby its agent, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft of Lessee or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any other premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.such

Defaults. (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.. BLACKSTONE DRY LEASE AGREEMENT (GLOBAL 6000) - PAGE 6 OF 9 (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes LessorXxxxxx’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee Xxxxxx agrees to pay all costs and expenses incurred by Lessor Xxxxxx for such performance and acknowledges that such performance by Lessor Xxxxxx shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of LessorXxxxxx’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. 17.01. If (ai) Each Tenant shall default in the payment of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default Rent as and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement hereunder, and such failure default shall continue for a period of three (3) business days after oral, facsimile, electronic mail or written notice has been given by Lessor of such default from Landlord (provided, however, that Landlord shall not be obligated to Lessee; give such notice to Tenant more than twice in any Lease Year, and any default in the payment of Rent thereafter shall be deemed to occur three (23) if Lessee business days from the date it was due without such notice), or (ii) Tenant shall fail to perform default in fulfilling any other obligation, provision, condition or covenant or agreement contained hereinof this Lease, and such failure default shall continue for a period of fifteen thirty (1530) calendar 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, 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 expire as fully and completely as if that day were the day definitely fixed herein for the expiration of the Term, and 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 in writing; (3) and the Term shall expire as aforesaid, then Landlord may, pursuant to legal process, if any representation be applicable, re-enter the Demised Premises, either by force or warranty made otherwise, and dispossess Tenant and the legal representatives of Tenant, or other occupants of the Demised Premises, by Lessee summary proceeding or otherwise, and remove their effects and hold the Demised Premises as if this Lease had not been made. 17.03. In case of such default, re-entry, expiration and or dispossess by summary proceedings or otherwise, (i) the 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 this Agreement 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 agreementpart or parts thereof, document either in its own name or certificate delivered by the Lessee in connection herewith is otherwise, for a term or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor terms which may, at its option, exercise any be shorter or all remedies available at law 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 in equityits successors, including, without limitationshall also pay Landlord, any or all deficiency between the Rent, and the net amount, if any, of the following remediesrents 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 Lessor in its sole discretion shall electliquidated damages, a sum calculated as follows: the excess, if any, of (1i) the aggregate Rent which would have been payable by notice in writing Tenant under this Lease (conclusively presuming the Additional Rent to terminate this Agreement immediately, whereupon all rights 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 Lessee 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 use deficiency or possession damages described above, Landlord may be entitled by reason of the Aircraft or any part thereof default of Tenant under this Lease prior to such re-entry. Landlord shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested make reasonable efforts to mitigate its damages upon a default by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by Tenant under this Agreement or LessorLease. 17.05. Landlord, at its option, may enter upon make such alterations in the premises where the Aircraft Demised Premises as in Landlord’s judgment are advisable or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located necessary for the purpose ofof 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 right of injunction and the 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 cause and all rights of action it may have arising fromredemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, a peaceful retaking for any just cause, or in the event of Landlord obtaining possession of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor Demised Premises by reason of the occurrence violation by Tenant of any Event of Default the covenants and conditions of this Lease or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinotherwise.

Defaults. (a) Each If one or more of the following events shall constitute an “Event ("Events of Default” hereunder (whatever the reason for such event of default ") shall have occurred and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):continuing: (1a) if Lessee Borrower shall fail to pay the principal of any Loan when due, any installment of interest on any Loan outstanding hereunder within 5 Business Days of the date when due or any sum under other amount payable hereunder within 10 Business Days of the date when due; or (b) Any representation or warranty made by Borrower herein or by Borrower (or any of its officers) in connection with the Credit Documents shall prove to have been incorrect in any material respect when made; or (c) Borrower shall fail to perform or observe any term, covenant or agreement contained in this Agreement or in any and all documents executed in conjunction with this Agreement, which failure continues uncured for more than 30 consecutive days. Notwithstanding the foregoing, any failure of Borrower to perform or observe Sections 5.2, 5.3, 5.8., 5.10 or 5.12 shall constitute an Event of Default without regard to any lapse of time or cure period; or (d) Borrower or any of its Consolidated Subsidiaries (except Dastek(M)) shall, after written demand, fail to pay any principal of or premium or interest on, any Debt in which Borrower may be obligated as either a borrower or guarantor, the aggregate outstanding amount of which is at least $1,000,000 (excluding Debt evidenced by the Notes), when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure shall continue for a period of three business days after oralthe applicable grace period, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation is specified in the agreement or warranty made by Lessee in this Agreement instrument relating to such Debt; or (i) Borrower or any agreementof its Consolidated Subsidiaries (except Dastek(M)) shall commence any case, document proceeding or certificate delivered by the Lessee in connection herewith is other action (A) under any existing or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation future law of any applicable lawjurisdiction, regulationdomestic or foreign, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any relating to bankruptcy, insolvency, reorganization, readjustment or relief of debtdebtors, receivership seeking to have an order for relief entered with respect to it, or liquidation law seeking to adjudicate it bankrupt or statute of any jurisdiction; insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (6B) if any such proceedings shall be instituted against either Party and shall not be withdrawn seeking appointment of a receiver, trustee, custodian or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any other similar official for it or for all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any substantial part thereof of its assets, or Borrower or any of its Consolidated Subsidiaries (except Dastek(M)) shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located make a general assignment for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.benefit

Defaults. (a) Each It shall be a default ("Default") under this Note and each of the following events ------- other Loan Documents if (i) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; (ii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Document is not fully and timely performed, observed or kept; or (iii) there shall constitute an “Event of Default” hereunder (whatever the reason for such occur any default or event of default under the Deed or any other Loan Document that extends beyond any applicable cure or grace period. Upon the occurrence of a Default, subject to the terms of Section 4.2 of the Deed, Administrative Agent on behalf of the Lenders shall have the rights to declare the unpaid principal balance and whether it accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, "Rights") of Administrative Agent on behalf of the Lenders provided for in this ------ Note and in any other Loan Document are cumulative of each other and of any Event of Default Lessor may, at its option, exercise any or and all remedies available other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent or any Lender to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of Administrative Agent or any Lender to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If Lender retains an attorney in connection with any Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower sues Lender in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to Lender, in addition to principal, interest and any other sums owing to Lender hereunder and under the other Loan Documents, all costs and expenses incurred by Lender in trying to collect this Note or in any such suit or proceeding, including, without limitation, any reasonable attorneys' fees and expenses actually incurred by Lender, investigation costs and all court costs, whether or all of not suit is filed hereon, whether before or after the following remediesMaturity Date, as Lessor or whether in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediatelyconnection with bankruptcy, whereupon all rights of the Lessee to the use insolvency or possession of the Aircraft appeal, or whether collection is made against Borrower or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement guarantor or Lessor, at its option, may enter upon the premises where the Aircraft endorser or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above person primarily or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinsecondarily liable hereunder.

Defaults. (a) Each of the following events shall constitute an “Event of a default under this Note (a "Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body"): (1a) if Lessee Failure by Borrower to make any payment due under this Note; any representation or warranty by Borrower under this Note or any other agreement with Lender shall fail be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with the Lender; (b) Failure by Borrower to pay when due any sum under this Agreement and other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable 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 continue 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 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; (c) 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 three business days after oral, facsimile, electronic mail sixty (60) days; or written notice has been given Borrower by Lessor to Lesseeany act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver; or (2d) if Lessee Lender shall fail to perform have a valid perfected security interest in any covenant or agreement contained hereinof the collateral covered by the Security Agreement , and such failure shall continue for a period valid security interest in the any of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made the collateral covered by Lessee in this the Stock Pledge Agreement or a perfected security interest in any agreement, document or certificate delivered of the collateral covered by the Lessee in connection herewith is Stock Pledge Agreement after delivery thereof to Lender or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule its agent or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementdesignee. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. (a) Each Upon the happening of any of the following events shall constitute (individually, an “"Event of Default” hereunder (whatever the reason for such event ," collectively, "Events of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental bodyDefault"): (1) a. if Lessee Borrower shall fail to pay make any payment when due on any sum Obligation under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lesseeany other Loan Document; (2) or b. if Lessee Borrower shall fail to perform comply with any term, condition, covenant, warranty or representation contained in Articles 6 or 9 of this Agreement; or c. if Borrower shall fail to comply with any term, condition, covenant or agreement contained hereinwarranty of or in this Agreement other than in Articles 6 or 9 of this Agreement, and such failure shall continue continues for a period in excess of fifteen ten (1510) calendar days after notice thereof is given by Lender to Borrower; or d. if Borrower shall have been given fail to comply with any term, condition, covenant, warranty or representation contained in writingany of the other Loan Documents or any other agreement between Lender and Borrower; (3) or e. if Borrower shall cease to be Solvent, make an assignment for the benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, suspend business or if a case under any provision of the Bankruptcy Code including provisions for reorganizations, shall be commenced by or against Borrower or if a receiver, trustee or equivalent officer shall be appointed for all or any of the Properties of Borrower; or f. if any statement or representation or warranty made by Lessee contained in this Agreement or any agreement, document financial statement or certificate delivered by the Lessee in connection herewith is or Borrower to Lender shall become incorrect be false, in any material respect, when made; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) or g. if any proceedings Federal or state tax lien is filed of record against Borrower and is not bonded or discharged within ten (10) days of filing; or h. if Borrower's independent certified public accountants shall refuse to deliver any financial statement required by this Agreement; or i. if a judgment for more than One Hundred Thousand and 00/100 Dollars ($100,000.00) shall be commenced under entered against Borrower in any bankruptcy, insolvency, reorganization, readjustment of debt, receivership action or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party proceeding and shall not be withdrawn stayed, vacated, bonded, paid or terminated discharged within thirty ten (3010) calendar days after their commencement.of entry, except a judgment where the claim is fully covered by insurance and the insurance company has accepted liability therefore in writing; or (b) Upon the occurrence j. if any obligation of Borrower in respect of any Indebtedness (other than Indebtedness to Lender) shall be declared to be or shall become due and payable prior to its stated maturity 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; or k. upon the happening of any Reportable Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor which Lender in its sole discretion determines might constitute grounds for the termination of any Plan, or if a trustee shall elect: (1) be appointed by notice in writing an appropriate United States District Court or other court or administrative tribunal to administer any Plan, or if the Pension Benefit Guaranty Corporation shall institute proceedings to terminate this Agreement immediatelyany Plan or to appoint a trustee to administer any Plan; or l. upon the occurrence and continuance of any Material Adverse Effect, whereupon all rights which in the sole and absolute opinion of the Lessee Lender, impairs Lender's security, increases Lender's risks or impairs Borrower's ability to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by perform under this Agreement or Lessor, at its option, may enter under the other Loan Documents; or m. upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession happening of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; events described in Subsections 12.1 (d), (e), (f), (g), (h), (i) or (2j) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above guarantor or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of if any such right guarantor purports to terminate its guaranty or upon the continuation or recurrence death of any such contingencies or similar contingenciesa guarantor that is a natural person, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.if any; or n. if either Bxxxx X.

Defaults. (a) Each The occurrence of any one or more of the following events shall constitute a Default which, if not cured within the applicable grace period or waived by Lender, shall constitute an “Event of Default” hereunder : (whatever A) Borrower fails to pay any part of the reason for Liabilities when due and payable or declared due and payable and the same is not cured within five (5) days after Lender gives Borrower notice of such event of default and whether it shall be voluntary Default; (B) Borrower or involuntaryany Affiliate fails or neglects to perform, keep or come about observe any other term, provision, condition or be effected by operation of law, or be pursuant to covenant contained in this Agreement or in compliance with any judgmentthe Ancillary Agreements, decree which is required to be performed, kept or order of any court observed by Borrower or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail such Affiliate and the same is not cured to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of Lender's satisfaction within fifteen (15) calendar days after Lender gives Borrower notice thereof shall have been given in writingidentifying such default; (3) if any representation or warranty made by Lessee in this Agreement or any agreementprovided, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation however, that breach of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remediesprovisions, as Lessor conditions or covenants contained in its sole discretion Sections 10.1(A), 10.1(B), 10.1(D), 10.1(E), 10.1(F), 10.1(G), 10.1(I), 10.1(J), 10.1(M) and Section 10.2 shall elect: (1) by without notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed time to cure said be an immediate Event of Default. (cC) Lessee A default shall be liable for all costsoccur and is not cured prior to the expiration of any applicable grace and/or cure period under any agreement, charges and expensesdocument or instrument, including reasonable legal fees and disbursements, incurred by Lessor by reason other than this Agreement or any of the occurrence Ancillary Agreements, now or hereafter existing, to which Borrower is a party or (ii) a default shall occur and is not cured prior to the expiration of any Event applicable grace and/or cure period; (D) Any statement, warranty, representation, report, financial statement, or certificate made or delivered by Borrower, or any of Default its officers, employees or agents, to Lender is not true and correct in any material respect; (E) There shall occur any material uninsured damage to or loss, theft, or destruction of any of the exercise Collateral in an amount in excess of Lessor’s remedies with respect thereto. No remedy referred $50,000; (F) The Collateral or any of Borrower's or any Guarantor's other assets are attached, seized, levied upon or subjected to herein is intended to be exclusivea writ or distress warrant, but each shall be cumulative or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing not cured within thirty (30) days thereafter; an application of a receiver, trustee, or custodian for any of the Collateral or any of Borrower's or any Guarantor's other assets and the same is not dismissed within thirty (30) days after the application therefor; (G) An application is made by duly authorized representative Borrower or any Guarantor for the appointment of Lessor. No waiver a receiver, trustee or custodian for any of the Collateral or any of Borrower's or any Guarantor's other assets; a petition under any section or chapter of the Bankruptcy Code or any similar law or regulation is filed by Lessor or against Borrower or any Guarantor and is not dismissed within thirty (30) days after filing; Borrower or any Guarantor makes an assignment for the benefit of its creditors or any default case or Event of Default hereunder shall proceeding is filed by or against Borrower or any Guarantor for its dissolution, liquidation, or termination; Borrower or any Guarantor ceases to conduct its business as now conducted or is enjoined, restrained or in any way beprevented by court order from conducting all or any material part of its business affairs; provided, however, notwithstanding anything stated to the contrary in this paragraph no cure time is allowed or permitted Borrower upon the happening of any of the foregoing events or occurrences stated in this Section 11.1(G) if the same are the voluntary actions taken by Borrower; (H) Except as permitted in Section 10.3, a notice of lien, levy or assessment is filed of record with respect all or any substantial portion of Borrower's or any Guarantor's assets by the United States, or be construed any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency including, without limitation, the Pension Benefit Guaranty Corporation, or any taxes or debts owing to beany of the foregoing becomes a lien or encumbrance upon the Collateral or any of Borrower's or any Guarantor's other assets and such lien or encumbrance is not released within thirty (30) days after its creation; (I) Judgment(s) is or are rendered against Borrower in excess of $250,000 and Borrower fails to commence appropriate proceedings to appeal such judgment within the applicable appeal period or, after such appeal is filed, Borrower fails to diligently prosecute such appeal or such appeal is denied; (J) Borrower or any Guarantor becomes insolvent or fails generally to pay its debts as they become due; (K) Borrower or any ERISA Affiliate: (i) Shall fail to pay when due an amount that is payable by it to the PBGC or to any Employee Benefit Plan and which failure has a waiver material (in the reasonable opinion of Lender) adverse effect on the financial condition or results or operations of Borrower; (ii) Has imposed against it any tax under Code Section 4980B(a) that has a material (in the reasonable opinion of Lender) adverse effect on the financial condition or results or operations of Borrower; (iii) Has assessed against it by the Secretary of Labor a civil penalty with respect to any Employee Benefit Plan under ERISA Section 502(c) or 502(l) that has a material (in the reasonable opinion of Lender) adverse effect of the financial condition or results or operations of Borrower; (iv) Is in "default" (as defined in ERISA Section 4219(c)(5)) with respect to payments to a Multiemployer Plan resulting from Borrower's or any ERISA Affiliate's complete or partial withdrawal (as described in ERISA Sections 4203 or 4205) from such Multiemployer Plan, where such default would have a material (in the reasonable opinion of Lender) adverse effect on the financial condition or results or operations of Borrower; (v) Has instituted against it by a fiduciary of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any Multiemployer Plan an action to enforce ERISA Section 515 and such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor proceedings shall not exhaust have been dismissed within thirty (30) days thereafter, where such proceedings could have a material (in the same reasonable opinion of Lender) adverse effect on the financial condition or constitute a waiver results or operations of Borrower; or (vi) Permits any other right provided hereinevent or condition to occur or exist with respect to an Employee Benefit Plan that has a material (in the reasonable opinion of Lender) adverse effect on the financial conditions or results or operation of Borrower; (L) If a default occurs under any agreement, instrument or document relating to any of the Liabilities and heretofore, now or at any time or times hereafter executed by, or delivered to Lender by Borrower or by any Guarantor and such default shall remain uncured through any applicable grace and/or cure period; (M) Borrower has not established a fully operational lock box in accordance with Section 4.3 hereof on or before May 15, 1997; or (N) If any material adverse change in the business or financial condition of Borrower occurs, or if any event that materially increases Lender's risk or materially impairs the Collateral occurs.

Defaults. (a) Each Any of the following events shall constitute an “"Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):": (1i) Ubiquitel defaults in the payment (whether or not such payment is prohibited under Section 9 hereof) of (A) any part of the principal of or premium, if Lessee any, on any Note, when the same shall fail to pay when become due any sum under this Agreement and such failure shall continue payable, whether at maturity or at a date fixed for a period of three business days after oral, facsimile, electronic mail prepayment or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant acceleration or agreement contained hereinotherwise, and such failure default in the payment of principal or premium shall continue have continued for a period five (5) Business Days or (B) the interest on any Note, when the same shall become due and payable, and such default in the payment of fifteen interest shall have continued for ten (1510) calendar Business Days; or (ii) either Company defaults in the performance of any other agreement or covenant contained in the Purchase Agreement or the Notes and such default shall not have been remedied within thirty (30) days after written notice thereof shall have been given in writingto either Company by any holder or holders of the Notes (such Company to give forthwith to all other holders of the Notes at the time outstanding written notice of the receipt of such notice, specifying the default referred to therein); or (3iii) if any representation or warranty made by Lessee either Company herein or in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become either Company pursuant hereto proves to have been incorrect in any material respectrespect when made; or (4iv) the maturity of Indebtedness of either Company or any Subsidiary in excess of $1,000,000 in the aggregate shall have been accelerated as a result of an event of default under any indenture, agreement or instrument evidencing such Indebtedness or under which there is at the time outstanding such Indebtedness; or (v) a final judgment or order which, either alone or together with other final judgments or orders against either Company or any Subsidiary, exceeds an aggregate of $1,000,000 (which is not covered by insurance) is rendered by a court of competent jurisdiction against such Company or any Subsidiary and such judgment or order shall have continued undischarged or unstayed for sixty (60) days after entry thereof; (vi) either Company or any Subsidiary shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts; or a receiver or trustee is appointed for either Company or any Subsidiary or for substantially all of its assets and, if Lessee shall operate appointed without its consent, such appointment is not discharged or stayed within sixty (60) days; or proceedings under any law relating to bankruptcy, insolvency or the Aircraft reorganization or relief of debtors are instituted by or against either Company or any Subsidiary, and, if contested by it, are not dismissed or stayed within sixty (60) days; or any writ of attachment or execution or any similar process is issued or levied against either Company or any Subsidiary or any significant part of its property and is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; or either Company or any Subsidiary takes corporate or limited liability company action in violation furtherance of any applicable law, regulation, rule or order of the foregoing; or (a) any governmental authority having jurisdiction thereof or provision of the Sprint Agreements shall operate the Aircraft when the insurance required hereunder shall not cease to be in effectfull force and effect or Sprint Corporation or any of its Affiliates shall deny or disaffirm its obligations under any such agreement and such cessation, denial or disaffirmance results in a Material Adverse Effect, (b) Sprint PCS shall exercise its right to purchase the Operating Assets under Section 11.6.1 of the Sprint Management Agreement (c) Sprint PCS shall exercise its rights with respect to the Disaggregated License under Section 11 .6.2 of the Sprint Management Agreement, (d) an Event of Termination shall occur or any event that if not cured or notice were to be given of such event would constitute an Event of Termination under the Sprint Management Agreement shall occur (whether or not waived) or (e) Sprint PCS shall amend or modify any Program Requirements (as defined in the Sprint Management Agreement), guidelines or policies set forth in the Sprint Agreements which the Majority Noteholders determine could reasonably be expected to have a material adverse effect on the performance, business, property, assets, nature of assets, liabilities, condition or prospects of UHC and its Subsidiaries; provided, however, that an Event of Default under this clause (5vii) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment deemed not to occur if at such time an event of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings default substantially comparable hereto shall be instituted against either Party included in the Senior Credit Facility and such event of default shall not be withdrawn or terminated within thirty (30) calendar days after their commencementwaived thereunder. (b) If an Event of Default occurs pursuant to any of clauses (i) through (vii) of Section 13(a) hereof (but subject to the limitations contained in Section 9.8), then and in each such event any holder or holders of Notes which, at the time, holds or hold at least sixty percent (60%) in aggregate principal amount of the Notes then outstanding may at any time (unless all Events of Default shall theretofore have been waived or remedied) at its or their option, by written notice or notices to the Company, declare all the Notes then held by such holder or holders to be due and payable. Upon any such declaration all Notes held by such holder or holders shall forthwith immediately mature and become due and payable, or upon the occurrence of any an Event of Default Lessor maypursuant to clause (vi) of Section 13(a) hereof with respect to Ubiquitel (in which case no declaration is required), at its optionall Notes shall forthwith immediately mature and become due and payable; in each case (referred to in this sentence) the payments then due and payable on such Notes shall consist of the entire unpaid principal amount thereof, exercise any or all remedies available at law or in equity, including, without limitation, any or together with interest accrued thereon and an amount equal to the "Additional Amount" (as defined below); all of the following remediesforegoing shall occur without presentment, demand, protest or notice, all of which are hereby waived. "Additional Amounts" shall mean, with respect to any Note, as Lessor in its sole discretion shall elect: of the date of repayment of such Note after such acceleration, an amount equal to (1) by notice in writing the Prepayment Premium that would be payable if Ubiquitel had elected to terminate this Agreement immediately, whereupon all rights prepay such Note pursuant to Section 6.3 hereof at the time of the Lessee such acceleration; if an Event of Default pursuant to the use or possession clause (i) of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose ofSection 13(a) has occurred, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation50% of such Prepayment Premium, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any if an Event of Default or pursuant to clause (i) of Section 13(a) has not occurred. However, the exercise of Lessor’s remedies with respect thereto. No remedy referred foregoing acceleration rights are subject to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.following:

Defaults. An event of default (a) Each of the following events shall constitute an “Event of Default” ”) shall exist hereunder (whatever if any of the reason for such event of default and whether it following shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):occur: (1a) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty statement made by Lessee Grantor in the Note or any other document delivered to the Secured Party in connection with this Agreement or any agreementthe Indebtedness, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate financial statement or other information provided to the Aircraft in violation of any applicable law, regulation, rule Secured Party pursuant hereto or order of any governmental authority having jurisdiction thereof thereto proving to have been false or shall operate the Aircraft misleading when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement.made; (b) Upon any default by the Grantor under any provision of the Note; (c) failure of the Grantor to deliver any financial information regarding the Grantor or any of the Grantor’s properties or operations which is requested at any time by the Secured Party; (d) any Transfer (as defined in the Note), or any disposition by the Grantor of any material part of the Grantor’s assets, or the suspension, dissolution or liquidation of any material aspect of the business conducted by the Grantor; (e) the occurrence of any Event event or circumstance which, under any agreement or evidence of Default Lessor may, at its option, exercise indebtedness relating to any or all remedies available at law or in equity, including, without limitation, any or all obligation of the following remediesGrantor for borrowed money other than this Agreement, assuming that any required notice had been given or lapse of time had occurred, would give the holder thereof or any other person the right to declare such obligation due and payable; (f) the failure of the Grantor, under any agreement relating to any obligation of the Grantor for borrowed money, which obligation is payable on demand, to pay such obligation upon such demand, in accordance with the terms of such agreement; (g) the failure of the Grantor to pay all taxes, assessments and other governmental charges as Lessor in its sole discretion shall elect: the same became due and payable; (1h) by notice in writing to terminate the breach or invalidity of any term of this Agreement immediatelyor the Note or any document or instrument entered into by the Grantor in connection therewith (collectively, whereupon all rights the “Loan Documents”) or the assertion by the Grantor or any other person or entity obligated hereunder or thereunder that any such term or any Loan Document is not binding on such person or entity; (i) any sale, transfer or assignment by the Grantor of its interest in the Lessee land or building (or both) located at 50 Xxxxxxx Xxxxx, Cranford, New Jersey 07016 (collectively, the “Property”) or any part thereof; (j) the Grantor is made a party to or the use or possession of the Aircraft Property or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lesseeis made the subject of any action, if so requested by Lessorsuit or proceeding which, shall at its expense promptly return in the Aircraft and Aircraft Documentation as required by this Agreement reasonable judgment of Secured Party, could materially adversely affect the value or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking economic viability of the Aircraft Property or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason the ability of the occurrence of Grantor or any Event of Default Person to repay timely the Indebtedness, or the exercise filing of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusivea federal tax lien against the Grantor or any Person who controls Grantor or against the Property or any part thereof, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged paid or provided for to the satisfaction of Secured Party or discharged of record within 30 days from the date of filing thereof; (k) any of the Loan Documents for any reason ceases to be in full force and effect or is declared to be null and void, or the validity or enforceability thereof shall be contested in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way bethe Grantor, or be construed to be, a waiver of the Grantor denies that it has any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising further liability under any rights granted it hereunder upon any occurrence of any such right upon Loan Documents; or (l) the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor Secured Party shall not exhaust have or shall cease to have a valid and perfected first priority security interest in the same Collateral or constitute a waiver of any other right provided hereincollateral purported to be covered by this Agreement.

Defaults. (a) Each of the following events It shall constitute be a Default (an “Event of Default” hereunder ”) under this Note and each of the other Loan Documents if (whatever i) any amount of interest on or principal of any Loan or fee due under this Note or any other Loan Document is not paid in full within five (5) days of when due, regardless of how such amount may have become due (provided, however, there shall be no five (5) day grace period for amounts due at maturity or upon acceleration of the reason for such Loan); (ii) within five (5) days after the same becomes due, any other amount payable under this Note or any other Loan Document is not paid in full; (iii) any covenant, agreement, condition, representation or warranty herein or in any other Loan Documents is not fully and timely performed, observed or kept in all material respects; or (iv) there shall occur any default or event of default under the Credit Agreement, the Mortgages or any other Loan Document. Upon the occurrence of an Event of Default, the Administrative Agent on behalf of the Lenders shall have the rights to declare the unpaid principal balance and whether it accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be voluntary or involuntaryat once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or come about or be effected by operation of law, or be pursuant to at Law or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencementequity. (b) Upon All of the occurrence rights, remedies, powers and privileges (together, “Rights”) of the Administrative Agent on behalf of the Lenders provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at Law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the Administrative Agent or the Lenders to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Event of Default Lessor mayor as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by the Lender from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at its optionthe time of such payment, shall not (i) constitute a waiver of or impair or extinguish the right of the Administrative Agent or the Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or all remedies available at law any subsequent time, or nullify any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Event of Default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in equityany probate, reorganization, bankruptcy, arbitration or other proceeding, or if the Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then the Borrower agrees to pay to each such holder, in addition to principal, interest and any other sums owing to the Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses reasonable attorneys’ fees actually incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees investigation costs and disbursementsall court costs, incurred by Lessor by reason of whether or not suit is filed hereon, whether before or after the occurrence of Maturity Date, or whether in connection with bankruptcy, insolvency or appeal, or whether collection is made against the Borrower or any Event of Default guarantor or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to endorser or any other remedy referred to above person primarily or otherwise available to Lessor secondarily liable hereunder. Any judgment on this Note shall bear interest at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing highest rate allowed by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinapplicable law.

Defaults. (a) Each The occurrence of any of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):”: (1a) if Lessee The Borrower shall fail to pay any interest with respect to the 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 due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any sum under 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 Agreement, and such failure default or breach shall continue for a period of three business thirty days after oralthere has been given, facsimileby registered or certified mail, electronic mail or to the Borrower by the Agent a written notice has been given 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 Lessor 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 Lesseethe 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; (2) provided, however, that if Lessee such event of default shall fail to perform any covenant be remedied or agreement contained hereincured by the Borrower, and or waived by the holders of such failure shall continue for a period of fifteen (15) calendar 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 given in writing; remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (3f) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings 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, reorganizationreorganization or similar law, readjustment (ii) the appointment of debta receiver, receivership 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 statute 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 jurisdiction; of the foregoing. (h) A final judgment or (6) if any such proceedings judgments for the payment of money in excess of $75,000,000 in the aggregate shall be instituted entered against either Party the Borrower by a court or courts of competent jurisdiction, and the same shall not be withdrawn discharged (or terminated provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) calendar 30 days after their commencementfrom the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (bi) Upon At any time after a Change in Control, the occurrence of any Event of Default Lessor may, Borrower fails to maintain at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all least one of the following remediescredit ratings for its Senior Medium-Term Notes, as Lessor in its sole discretion shall electSeries A: (1a) BBB- (or better) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes LessorStandard & Poor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising fromRatings Service, a peaceful retaking Division of the Aircraft or Aircraft Documentation; The XxXxxx-Xxxx Companies, Inc., or (2b) perform Baa3 (or cause to be performed any obligationbetter) by Xxxxx’x Investors Service, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.Inc.

Defaults. (a) Each If any of the following events shall constitute an “Event ("Events of Default” hereunder ") shall occur: (whatever a) any representation or warranty made or deemed made by or on behalf of the reason for such event of default and whether it shall be voluntary Company or involuntaryany Borrowing Subsidiary in or in connection with any Loan Document, or come about in any report, certificate, financial statement or be effected by operation of law, or be other document furnished pursuant to or in compliance connection with any judgmentLoan Document, decree shall prove to have been incorrect in any material respect when made or order of any court or any order, rule or regulation of any administrative or governmental body):deemed made; (1b) if Lessee any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (c) any sum under this Agreement and such failure shall continue for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (2) if Lessee Borrower shall fail to perform pay any covenant interest on any Loan or agreement contained hereinany Fee or any other amount (other than an amount referred to in clause (b) above) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of fifteen three Business Days; (15d) calendar the Company or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, Section 5.03 (with respect to any Borrower's existence) or Section 5.08 or in Article VI; (e) the Company or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (b), (c) or (d) above), and such failure shall continue unremedied for a period of 30 days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement from the Administrative Agent or any agreementLender to the Company; (i) the Company or any Material Subsidiary shall fail to make any payment (whether of principal or interest) in respect of any Material Debt, document or certificate delivered by when and as the Lessee in connection herewith is or same shall become incorrect due and payable (after all applicable grace periods) or (ii) any other event or condition occurs and as a result any Material Debt has become due prior to its scheduled maturity, or the mandatory prepayment, repurchase, redemption or defeasance thereof is required, in any material respect; each case within 60 days; (4g) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, reorganizationreceivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, readjustment trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of debtits assets; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or liquidation similar law now or statute hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h)(i) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any jurisdiction; Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (6vi) if take any such proceedings action for the purpose of effecting any of the foregoing; (i) the Company or any Material Subsidiary shall become unable, admit in writing or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount (to the extent not covered by insurance) in excess of $20,000,000 shall be instituted rendered against either Party the Company, any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be withdrawn effectively stayed, or terminated any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Material Subsidiary to enforce any such judgment; (k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect and, within thirty (30) calendar 30 days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence reporting of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.ERISA Event pursuant to Section 5.02

Defaults. (a) Each 2.1. The Obligations shall become due at the option of the Mortgagee upon the occurrence of any one or more of the following events shall constitute (each herein referred to as an “Event of Default” hereunder ”): (whatever a) if any portion of the reason Obligations is not paid when due; (b) if the Borrower shall fail to pay, within twenty (20) days of notice and demand by the Mortgagee, any installment of any assessment against the Mortgaged Property for such event 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; (c) if any Federal tax lien is filed against the Borrower, any Guarantor (defined below) or the Mortgaged Property and the same is not discharged of default record within thirty (30) days after the same is filed; (d) if, without the consent of the Mortgagee (which consent in any and all circumstances may be withheld in the sole and absolute discretion of the Mortgagee), any part of the Mortgaged Property or any interest of any nature whatsoever therein or any interest of any nature whatsoever in the Borrower or any Guarantor (whether it shall be voluntary partnership, stock, equity, beneficial, profit, loss or involuntaryotherwise) is in any manner, or come about or be effected by operation of lawlaw or otherwise, whether directly or indirectly, further encumbered, sold, transferred, assigned or conveyed, and irrespective of whether any such further encumbrance, sale, transfer, assignment or conveyance is voluntary, by reason or operation of law or is otherwise made; (e) if, without the consent of the Mortgagee, any Improvement is removed, demolished or materially altered, or be pursuant if the Mortgaged Property is not kept in good condition and repair; (f) if the Borrower shall fail to or in compliance comply with any judgment, decree requirement or order or notice of violation of law or ordinance issued by any governmental department claiming jurisdiction over the Mortgaged Property within three (3) months from the issuance thereof, or the time period set forth therein, whichever is less; (g) if the Borrower shall be in default with respect to its obligations under Section 1.10 of this Mortgage beyond any applicable grace period and/or after the giving of any court or any order, rule or regulation of any administrative or governmental body):applicable notice as stated in Section 1.10; (1h) if Lessee the insurance policies required hereunder are not kept in full force and effect, or are not delivered to the Mortgagee upon request; (i) if on application of the Borrower two or more fire insurance companies lawfully doing business in the State of New York refuse to issue the insurance policies required hereunder; (j) if the Borrower shall fail to pay when due the Mortgagee on demand for all Taxes or Charges paid by the Mortgagee pursuant to this Mortgage, together with any sum under this Agreement late payment charge and such failure shall continue interest thereon calculated at the Default Rate; (k) if, without the consent of the Mortgagee, any Leases are made, canceled or modified in violation of Section 7 above, or if any portion of the Rents is paid for a period of three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; more than two (2) months in advance, or if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen the Rents are further assigned; (15) calendar days after notice thereof shall have been given in writing; (3l) if any representation or warranty made by Lessee in this Agreement of the Borrower, or and any other person or entity (collectively herein referred to as a “Guarantor”) guaranteeing payment of the Obligations or any agreementportion thereof, document or certificate delivered guaranteeing performance by the Lessee Borrower of any of the terms of this Mortgage made herein or in any such guaranty (the “Guaranty”), or in any certificate, report, financial statement or other instrument furnished in connection herewith is with the making of the Note, this Mortgage, or any such Guaranty, shall become incorrect prove false or misleading in any material respect; ; (4m) if Lessee the Mortgagor or any Guarantor shall operate make an assignment for the Aircraft in violation benefit of creditors; (n) if a court of competent jurisdiction enters a decree or order for relief with respect to the Mortgagor or any Guarantor under Title 11 of the 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 such court enters a decree or order appointing a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of the Mortgagor or any Guarantor, or of any substantial part of their respective properties, or if such court decrees or orders the winding up or liquidation of the affairs of the Mortgagor or any Guarantor; (o) if the Mortgagor or any Guarantor files a petition or answer or consent seeking relief under the Bankruptcy Code as now constituted or hereafter amended, or under any other applicable Federal or state bankruptcy law or other similar law, regulation, rule or order if the Mortgagor or any Guarantor consents to the institution of proceedings thereunder or to the filing of any governmental authority having jurisdiction thereof such petition or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Mortgagor or any Guarantor, or of any substantial part of their respective properties, or if the Mortgagor or any Guarantor fails generally to pay their respective debts as such debts become due, or if the Mortgagor or any Guarantor takes any action in furtherance of any action described in this subparagraph; (p) if the Mortgagor or any Guarantor shall operate the Aircraft when the insurance required hereunder shall not be in effect; default beyond any applicable grace period under the Note, or under any other mortgage, instrument or document evidencing, securing or guaranteeing payment of the Obligations, in whole or in part, or otherwise executed and delivered in connection with the Note, this Mortgage or the loan evidenced and secured thereby; (5q) if the Mortgagor or any proceedings Guarantor shall be commenced in default under any bankruptcymortgage or deed of trust covering any part of the Mortgaged Property whether superior or inferior in lien to this Mortgage, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any such mortgage or deed of trust now or hereafter held by the Mortgagee, or if the Borrower shall be in default beyond the expiration of any applicable notice and/or grace period therein expressly provided in respect of any other obligations, indebtedness and liabilities owed by the Borrower to the Mortgagee, including, but not limited to, any guarantees executed by the Borrower in favor of the Mortgagee, all bank services provided to the Borrower, such as commercial credit cards, stored value cards and treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services); (r) if the Mortgaged Property shall become subject (i) to any tax lien, other than a lien for local real estate taxes and assessments not due and payable, or (ii) to any lis pendens, notice of pendency, stop order, notice of intention to file mechanic’s or materialman’s lien, mechanic’s or materialman’s lien or other lien of any nature whatsoever, and the same shall not either be discharged of record or in the alternative insured over to the satisfaction of the Mortgagee by the title company insuring the lien of this Mortgage within a period of sixty (60) days after the same is filed or recorded, and irrespective of whether the same is superior or subordinate in lien or other priority to the lien of this Mortgage and irrespective of whether the same constitutes a perfected or inchoate lien or encumbered on the Mortgaged Property or is only a matter of record or notice; (s) if the Mortgagor shall continue to be in default under any of the other terms, covenants or conditions of this Mortgage for ten (10) days after notice from the Mortgagee, in the case of any default which can be cured by the payment of a sum of money, or for twenty (20) days after notice from the Mortgagee in the case of any other default, provided that if such default cannot reasonably be cured within such twenty (20) day period and the Mortgagor shall have commenced to cure such default within such twenty (20) day period and thereafter diligently and expeditiously proceeds to cure the same, such twenty (20) day period shall be extended for so long as it shall require the 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 sixty (60) days; (t) the occurrence or existence of any default, event of default or other similar condition or event (however described) with respect to any Rate Management Transactions; (u) if any Guarantor shall be in default beyond any applicable grace period under any Guaranty; (v) if the Borrower or any Guarantor shall be in default beyond any applicable grace period under any other note, mortgage, agreement, obligation or instrument between the Borrower or any Guarantor and the Mortgagee or any affiliate or subsidiary of the Mortgagee; (w) if the Borrower shall incur any judgments in excess of $50,000 which are not otherwise covered by insurance which are not discharged or bonded within thirty (30) days; (x) if the Borrower or any Guarantor shall fail to occupy at least (100%) percent of the Improvements throughout the term of this Mortgage; (y) if the Borrower or any Guarantor shall, during the term of this Mortgage, fail to maintain with the Mortgagee all of the following remediesits operating accounts, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediatelyescrow accounts, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease funding accounts and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Defaulttenant security accounts;. (cz) Lessee if a default beyond any applicable grace period shall be liable for all costsoccur under the Master Lease; (aa) if a default beyond any applicable grace period shall occur under that certain Credit Agreement dated as of August 5, charges 2011, between CVD and expenses, including reasonable legal fees the Mortgagee; or (bb) the failure of Borrower and disbursements, incurred by Lessor by reason CVD to close the Exchange Purchase (as defined in Section 5.21 below) in accordance with the terms of the occurrence Accommodation Agreement prior to the date which is six (6) months from the date hereof and otherwise in accordance with the terms of any Event of Default the Accommodation Agreement and this Mortgage or the exercise failure to otherwise comply with the requirements of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided hereinSection 5.21 below.