Common use of Defaults Clause in Contracts

Defaults. Each of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;

Defaults. Each (a) The Note Custodian is not authorized hereunder to proceed against any Servicer or any Trustee in the event of the following shall constitute a default under this Note the related Issuance Agreement and has no power or obligation hereunder to assert any of the rights and privileges of the related Owners. (a "Default"): Failure b) In the event of any default in payment by Borrower to make any payment due under this Note an Issuer or under any other agreement with Lender or Trustee, as the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note case may be, or any other agreement Servicer default or similar event with Lender respect to an Issuer, a Trustee or a Servicer, as the Prior Intercreditor Lenders shall case may be, each Owner will have the right to direct the Note Custodian to take specific actions on behalf of such Owner pursuant to Section 3.04(c) hereof. Such Owner will not be false or inaccurate required to act in any material respect when made; or failure by Borrower to comply concert with the provisions Note Custodian (unless such Owner so directs) or other Owners. The Note Custodian shall take such actions as reasonably directed by the Owners in accordance with their respective Voting Rights. The parties hereto understand and agree that the Owners of Custody Receipts are the beneficial owners of the related Underlying Securities evidenced thereby on the terms and conditions set forth herein and in the related Schedule of Terms and that the Note Custodian shall hold Underlying Securities as custodian for the Owners of Custody Receipts evidencing such Underlying Securities. (c) Notwithstanding anything in this Section 3.04 to the contrary, the Note Custodian, shall have no obligation to undertake to perform any ministerial acts unless it has received from the Owners requesting such action indemnity satisfactory to it against all costs, losses, liabilities and expenses (including legal fees and expenses) and such requests have been confirmed in writing. (d) The Note Custodian shall have no obligation to notify the Depositor or any Owner of any other covenantdefault in payment by an Issuer or Trustee, obligation or term of this Note as the case may be, or any other agreement Servicer default or similar event with Lender respect to an Issuer, a Trustee or a Servicer, and shall not be deemed to have knowledge thereof unless an Authorized Officer of the Prior Intercreditor Lenders; Failure by Borrower Note Custodian has actual knowledge thereof or is informed thereof in writing. (e) In the event that the Note Custodian fails to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after distribute 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 ofClass [A] Distribution Amount, the due date Class [A-IO] Custody Receipt Interest Distribution within 3 days following receipt of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or the full amount required to be prepaiddistributed on the related Underlying Securities, prior Owners of Custody Receipts evidencing more than 50% of Voting Rights may terminate the Note Custodian as custodian hereunder. The provisions of Section 4.02 hereof relating to the stated maturity date thereof; provided, however, that the existing defaults listed appointment of a successor custodian in the Schedule event of Exceptions attached hereto as Schedule 2 a removal of the Note Custodian by the Owners of Custody Receipts shall not constitute apply in the event of a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies termination of the Note Custodian pursuant to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Section 3.04(e).

Defaults. Each (a) The occurrence, or the existence of any Event of Default under the Loan Agreement, shall constitute an "Security Agreement Event of Default" hereunder. (b) With respect to all of the following Borrower Collateral, upon the occurrence and during the continuation of any Security Agreement Event of Default hereunder, the Collateral Agent shall, subject to the FF&E Intercreditor Agreement, have, in addition to all other rights provided herein or by law, the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Borrower Collateral), and further the Collateral Agent may, without demand and without advertisement, notice, hearing or process of law, all of which the Borrower hereby waives, at any time or times, sell and deliver any or all Borrower Collateral held by or for it at public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as the Collateral Agent deems advisable, in its sole discretion, provided that said disposition complies with any and all Requirements of Law. In addition to all other sums due the Collateral Agent or any Lender hereunder, the Borrower shall constitute pay the Collateral Agent and any Lender all costs and expenses incurred by the Collateral Agent or such Lender, including a default reasonable allowance for attorneys' fees and court costs, in obtaining, liquidating or enforcing payment of the Borrower Collateral or Liabilities or in the prosecution or defense of any action or proceeding by or against the Collateral Agent such Lender or the Borrower concerning any matter arising out of or connected with this Agreement or the Borrower Collateral or Liabilities, including without limitation any of the foregoing arising in, arising under this Note or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with Section 9.3 hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; however, no notification need be given to the Borrower if the Borrower has signed, after an Security Agreement Event of Default hereunder has occurred, a "Default"): Failure by Borrower statement renouncing any right to notification of sale or other intended disposition. The Collateral Agent shall not be obligated to make any payment due under this Note sale or under any other agreement with Lender or disposition of the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Collateral regardless of notice having been given. The Collateral Agent or any other agreement with Lender or may be the Prior Intercreditor Lenders shall be false or inaccurate in purchaser at any material respect when made; or failure such sale. To the extent permitted by applicable law, Borrower hereby waives all of its rights of redemption from any such sale. Subject to comply with the provisions of any other covenantapplicable law, obligation the Collateral Agent may postpone or term cause the postponement of this Note the sale of all or any other agreement with Lender portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Prior Intercreditor Lenders; Failure Collateral Agent may further postpone such sale by announcement made at such time and place. (c) With respect to all of the Borrower Collateral, without in any way limiting the foregoing, the Collateral Agent shall, upon the occurrence and during the continuation of any Security Agreement Event of Default hereunder, have the right, in addition to all other rights provided herein or by law, subject to applicable Gaming Laws, to take physical possession of any and all of the Borrower Collateral and anything found therein, the right for that purpose to enter without legal process any premises where such Borrower Collateral may be found (provided such entry be done lawfully), and the right to maintain such possession on the Borrower's premises (the Borrower hereby agreeing to lease such premises without cost or expense to the Collateral Agent or its designee if the Collateral Agent so requests) or to remove the Borrower Collateral or any part thereof to such other places as the Collateral Agent may desire. Upon the occurrence and during the continuation of any Security Agreement Event of Default hereunder, the Borrower shall, upon the Collateral Agent's demand, assemble the Borrower Collateral and make it available to the Collateral Agent at a place reasonably designated by the Collateral Agent. If the Collateral Agent exercises its right to take possession of the Borrower Collateral, the Borrower shall also at its expense perform any and all other steps reasonably requested by the Collateral Agent to preserve and protect the security interest hereby granted in such Borrower Collateral, such as placing and maintaining signs indicating the security interest of the Collateral Agent, appointing overseers for such Borrower Collateral and maintaining inventory records. (d) If Collateral Agent elects to require the Borrower to pay when due assemble and deliver each Item of Equipment, the Borrower shall, at its own expense, forthwith deliver (to the extent permitted under any other indebtedness Requirements of Law) exclusive possession of such Items of Equipment to Collateral Agent, at a location or obligations in excess locations reasonably designated by Collateral Agent (subject to the approval of fifty thousand dollars ($50,000the Nevada State Gaming Control Board if such location is outside the State of Nevada) 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 covenant48 contiguous United States, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; (provided, however, that the existing defaults listed Borrower shall not be required to deliver Items of Equipment consisting of gaming devices to a location in a jurisdiction where possession of such Items of Equipment is unlawful) together with a copy of an inventory list of such Items of Equipment then subject to the Borrower Security Agreement, all then current plans, specifications and operating, maintenance and repair manuals in the Schedule possession of Exceptions attached hereto as Schedule 2 the Borrower and its Affiliates and relating to such Items of Equipment that have been received or prepared by the Borrower, appropriately protected and in the condition required by Section 4 (and in any event in condition to be placed in immediate revenue service) and free and clear of all Liens other than Permitted Liens. In addition, the Borrower shall, for 90 days after delivery of such Items of Equipment, cause to be (i) maintained such Items of Equipment in the condition required by Section 4 and free and clear of all Liens other than Permitted Liens, (ii) stored such Items of Equipment without cost to Collateral Agent or any Lender, and (iii) kept all of such Items of Equipment insured in accordance with Section 8.2 of the Loan Agreement. This paragraph shall survive termination of this Security Agreement. (e) Failure by the Collateral Agent to exercise any right, remedy or option under this Agreement or any other agreement between the Borrower and the Collateral Agent or provided by law, or delay by the Collateral Agent in exercising the same, shall not constitute operate as a Default so long waiver; no waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated. Neither the Collateral Agent nor any party acting as attorney for the Collateral Agent shall be liable hereunder for any creditor involved in such defaults takes no further actions acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct. The rights and exercises no further remedies to collect on of the obligations involved Collateral Agent and the Company otherwise remains in compliance with all Lenders under this Agreement shall be cumulative and not exclusive of any other provisions of this Note and all other agreements with Lender and right or remedy which the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding Collateral Agent or the appointment of any such trustee or receiver;Lenders may have.

Defaults. Each If Tenant (a) defaults in the payment of the following shall constitute a default Annual Rent and Additional Rent payable under this Note Lease, and such default continues for more than five (a "Default"): Failure by Borrower 5) business days after receipt of written notice thereof; provided that Landlord shall not be obligated to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate provide written notice more than twice in any material respect when madetwelve (12) month period; or (b) defaults in the performance or failure observance of any term, covenant or condition to be performed by Borrower it hereunder that may be performed merely by the payment of money and such default is not rectified within ten (10) days after receipt of written notice thereof; or (c) shall allow any insurance policy required to comply with be carried by it hereunder to lapse or to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or cancellation from Landlord; or (d) defaults in the provisions performance or observance of any other covenantterm, obligation covenant or term condition of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared Lease on Tenant's part to be due performed or observed and payable, does not commence to rectify such default within thirty (30) days after written notice thereof or required to be prepaid, prior to does not thereafter diligently complete the stated maturity date thereof; rectification thereof (provided, however, that the existing defaults listed such nonmonetary default shall be cured no later than one hundred twenty (120) days following Landlord's notice), then, in the Schedule any of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as such foregoing events, Landlord may, at its option, and in addition to 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 remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with Lender an interest and shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Prior Intercreditor Lenders; Borrower makes a general assignment for Property and shall be entitled to the benefit of creditorsall provisions of the public general laws of Maryland and the public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, files a petition or respecting proceedings in bankruptcyforcible entry and detainer. Notwithstanding termination and/or re-entry, is adjudicated insolvent Tenant shall remain liable for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys' and brokers' fees, commissions and expenses, paid or bankruptincurred by Landlord in connection with: (1) obtaining possession of the Property; (2) removal and storage of Tenant's or other occupant's property; (3) care, petitions to any court for a receiver or trustee for Borrower maintenance and repair of the Property while vacant; (4) re-letting the whole or any substantial part of its propertythe Property; and (5) repairing, commences any proceeding relating altering, renovating, partitioning, enlarging, remodeling or otherwise putting the Property into condition acceptable to, and reasonably necessary to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;obtain new tenants.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note an “Event of Default”: (a "Default"): Failure by a) The Borrower shall fail to make pay any payment due under this Note or under any other agreement interest with Lender respect to the Revolving Loans or the Prior Intercreditor Lenders; Term Loans or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Loans or the Term Loans in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower under this Note herein or any other agreement with Lender hereunder or the Prior Intercreditor Lenders shall be false or inaccurate in any material certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect when made; that is materially adverse to the interests of the Lenders or failure by 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 comply with the provisions of any other covenantthis Agreement, obligation and such default or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the applicable grace periodBorrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, if anyindenture, specified agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the 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 in a principal amount not less than $100,000,000 shall continue after the applicable grace period, if any, specified have occurred and shall result in such agreement if Indebtedness becoming or being declared due and payable prior to the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be on which it otherwise would become due and payable, or required to be prepaid, prior to 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 stated maturity date thereofBorrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the existing defaults listed Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Schedule Borrower or the Broker Subsidiary, or against all or a substantial part of Exceptions attached hereto as Schedule 2 the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall not constitute a Default so long as any creditor involved 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 defaults takes no further actions and exercises no further remedies involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to collect on the obligations involved and entry of an order for relief in an involuntary case under such law, or shall consent to the Company otherwise remains in compliance with all other provisions appointment of this Note and all other agreements with Lender and or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Prior Intercreditor Lenders; Borrower makes a or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, files or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a petition in bankruptcycourt or courts of competent jurisdiction, is adjudicated insolvent and the same shall not be discharged (or bankruptprovisions shall not be made for such discharge), petitions to any court for or a receiver or trustee for stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower or any substantial part of its propertyshall not, 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 within said period of sixty 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. (60i) days; At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or Borrower better) by any act indicates its consent Standard & Poor’s Ratings Service, a Division of The XxXxxx-Xxxx Companies, Inc., or acquiescence in any such proceeding (b) Baa3 (or the appointment of any such trustee or receiver;better) by Xxxxx’x Investors Service, Inc.

Defaults. Each 12.1 In the event that (i) Lessee shall fail to pay the Base Rent or any other Amount Due for more than ten (10) days after its due date, or (ii) Lessee shall fail to comply with any of the terms, covenants, conditions, or agreements herein contained or any of the rules and regulations now or hereafter established for the government of the Building and such failure to comply continues for thirty (30) days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall fail for more than thirty (30) days after written notice thereof from Lessor to Lessee to comply (or fail to diligently pursue within thirty (30) days compliance which cannot reasonably be completed with such thirty (30) day period and within sixty (60) days comply with) with any term, provision, condition or covenant of any other agreement between Lessor and Lessee; then Lessor shall have the option, but not the obligation, to do any one or more of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under in addition to, and not in limitation of, any other agreement with Lender remedy permitted by law, in equity or by this Lease: 12.1.1 Terminate this Lease, in which event Lessee shall surrender the Prior Intercreditor Lenders; 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 representation further notice or warranty demand. In the event Lessor shall become entitled to the possession of the Premises by Borrower under any termination of this Note 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, 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 agreement with Lender 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 Prior Intercreditor Lenders Premises as may be required. All rent received by Lessor from any reletting shall be false or inaccurate in any material respect when made; or failure by Borrower applied first to comply with the provisions payment of any indebtedness other covenantthan rent due hereunder from Lessee; second, obligation or term to the payment of this Note or any other agreement with Lender or costs and expenses of the Prior Intercreditor Lendersreletting, including but not limited to brokerage fees, attorneys' fees and costs of such changes, improvements, alterations, and repairs; Failure by Borrower third, to pay when the payment of rent due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after and unpaid hereunder; and the applicable grace periodresidue, if any, specified shall be held by Lessor and applied in payment of future rent or damage as they may become due and payable hereunder. If the rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on demand. 12.1.3 Correct or cure the default and recover any amount expended in so doing, together with interest thereon until paid. 12.1.4 Recover any and all costs incurred by Lessor resulting directly, indirectly, proximately, or remotely from the default, including but not limited to reasonable attorneys' fees. 12.2 In addition to any other rights which Lessor may have, Lessor, in person or by agent, may enter upon the Premises and take possession of all or any part of Lessee's property in the agreement relating Premises, and may sell all or any part of such property at a public or private sale, in one or successive sales, with or without notice, to such indebtedness the highest bidder for cash, and, on behalf of Lessee, sell and convey all or obligation; failure 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 Borrower 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 comply with Lessor under the provisions terms of this Lease. Any excess remaining shall be paid to Lessee or any other covenantperson 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, 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 Lessor shall be declared entitled to be due all equitable remedies, including, without limitation, injunction and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;specific performance.

Defaults. Each of Time is the following essence hereof, and it shall constitute be deemed a default under if Tenant shall violate or breach or fail to keep or perform any covenant, agreement term or condition of this Note (a "Default"): Failure by Borrower Lease including without limitation Tenant's obligation to make any payment and all payments due under this Note Lease, whether or under any other agreement with Lender not such payments are defined as Rent or Additional Rent, and if such default or violation shall continue or shall not be remedied within at least ten (10) days (or, if no default in the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Rent, Additional Rent or any other agreement with Lender or payments due hereunder Is involved, within twenty (20) days) after notice in writing thereof is given by Landlord to Tenant, specifying the Prior Intercreditor Lenders matter claimed to be In default, Landlord, at its option, may Immediately declare this Lease terminated, and all Tenant's rights hereunder shall be false terminated. Landlord may re-enter the Premises using such force as may be reasonably necessary, and repossess itself thereof, as of its former estate, and remove all persons and property from the Premises. Notwithstanding any such re-entry, the liability of Tenant for the full Rent, Additional Rent and other payments provided for herein shall not be extinguished for the balance of this Lease, and Tenant shall make good to Landlord any deficiency arising from such re-letting of the Premises, plus the costs and expenses of renovating, altering and reletting the Premises, and including attorney's and/or broker's fees incident to Landlord's re-entry or inaccurate reletting. Tenant shall pay any such deficiency each month as the amount thereof is ascertained by Landlord or, at Landlord's option, Landlord may recover, in any material respect when made; or failure by Borrower addition to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 ofsums, the due date amount at the time of such indebtedness or obligation; or any such indebtedness or obligation judgment the balance of the term after judgment exceeds the amount thereof which Tenant proves could be reasonably avoided, discounted at the rate of seven percent (7%). In reletting the Premises, Landlord may grant Rent concessions and Tenant shall not be credited therefore. Nothing herein shall be declared deemed to be due and payable, or required affect the right of Landlord to be prepaid, recover for indemnification under Section 16 herein arising prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions termination of this Note Lease. In addition to the remedies for Tenant default provided herein, Landlord shall have any and all other agreements with Lender and rights at law or in equity in the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit event of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Tenant's default.

Defaults. Each (a) In case of the following non-payment of rent or additional rent which continues for five (5) Business Days after written notice of same, or in case the said Premises are deserted, or vacated, the Landlord shall constitute have the right to enter the same by operation of law and remove Tenant from premises. (b) If either party believes the other has defaulted hereunder other than with regard to a matter described in this Section 25(a) hereof, that party may give written notice to the other of such default under this Note and request that party within ten (a "Default"): Failure 10) days to assess and pursue with reasonable diligence all steps necessary to remedy the same, subject to delays by Borrower to make any payment due under this Note or under any other agreement with Lender or reason of Force Majeure. (c) The Landlord shall have the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue right after the (i) non-payment of rent within the applicable grace period, time period provided for herein or (ii) 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 periodaction under Subsection (b) hereof there remains a default, if any, specified in such agreement to re-enter and take possession of the Premises without further formal notice if the effect of such failure is default has not been corrected within said applicable time period (provided that if the Tenant has commenced to acceleraterepair the Premises within said applicable time period as to non-monetary defaults and proceeds, or permit the acceleration ofwith due diligence to complete same, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 it shall not constitute a Default so long as any creditor involved in default), and it is further agreed that notwithstanding such defaults takes no further actions re-entry, the Tenant shall remain liable for all rent and exercises no further remedies other damages including, but not limited to, the cost to collect on repair, restore, renovate, or decorate the obligations involved Premises for a new tenant, reasonable attorney’s fees, real estate commissions, and the Company otherwise remains cost of any legal actions brought against Tenant and losses as of the date of re-entry, and shall further be liable, at the option of the Landlord, for the amount of rent reserved under the Lease for the balance of the term, less any amount of rent received by the Landlord during such period from others to whom the Premises may be rented on such terms and conditions and at such rentals as Landlord, in compliance with its reasonable discretion, shall deem proper, all of which shall be at the risk and expense of the Tenant. In addition, Landlord, at its option, shall have the right to repossess the Premises and terminate this Lease. (d) In the event Landlord terminates this Lease, the Landlord may, without further notice, re-enter the Premises and dispossess Tenant, the legal representatives of Tenant, or other provisions occupant of the Premises, and remove their effects and hold the Premises as if this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for Lease has not been made. The Landlord shall also be entitled to the benefit of creditorsall provisions of law for the recovery of land and tenements held over by Tenant in Baltimore City, files a petition in bankruptcyMaryland, is adjudicated insolvent including the benefit of any public, general or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding local laws relating to the arrangementspeedy recovery of possession of lands and tenements held over by lessees in said City in which the Premises are located, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there that may hereafter be enacted. (e) It is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or expressly agreed and understood that the appointment exercise of any such trustee one or receiver;more of said rights shall not be construed as a waiver of any other rights, it being understood that all of said rights shall be cumulative and may be exercised simultaneously.

Defaults. Each If on the Closing Date any of the following Underwriters shall constitute a default under this Note (a "Default"): Failure fail or refuse to purchase Securities, which it has agreed to purchase hereunder on such date, and the aggregate amount of Securities that such defaulting Underwriter(s) agreed but failed or refused to purchase does not exceed 10% of the total aggregate principal amount of Securities to be purchased on such date by Borrower to make any payment due under this Note or under any other agreement with Lender or all of the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders Underwriters, each non-defaulting Underwriter shall be false obligated severally, in the proportion which the amount of such Securities set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or inaccurate in such other proportion as you may specify, to purchase the Securities that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the aggregate principal amount of Securities that any material respect when made; or failure Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 8 by Borrower to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations an amount in excess of fifty thousand dollars one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase the Securities with respect to which such default exceeds 10% of the total aggregate principal amount of Securities to be purchased on such date by all Underwriter(s) and arrangements satisfactory to the other Underwriter(s) and the Registrants for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter(s) or the Registrants, except as otherwise provided in this Section 8. In any such case that does not result in termination of this Agreement, the Underwriters or the Registrants may postpone the Closing Date for not longer than seven ($50,0007) which shall continue after days, in order that the applicable grace periodrequired changes, if any, specified in the agreement relating to such indebtedness Registration Statement and the Prospectus or obligation; failure by Borrower to comply with the provisions any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any 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 default by any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of Underwriter under this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Agreement.

Defaults. Each of the following shall constitute a default constitutes an “Event of Default” under this Note (a "Default"): Failure by Borrower Lease: a) Tenant fails to make pay any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note installment of Rent or any other agreement with Lender or obligation under this Lease involving the Prior Intercreditor Lenders shall payment of money when due and such nonpayment continues after twenty (20) days; b) Tenant fails to perform any of Tenant’s other obligations under this Lease, as defined herein below, and such failure continues for a period of twenty (20) days after written notice from Landlord; provided that if more than twenty (20) days are reasonably required to complete such performance, Tenant will not be false or inaccurate in default if Tenant commences such performance within the twenty (20) day period and thereafter diligently pursues its completion but in any material respect when made; event, completion must take place no later than sixty (60) days after the initial notice from Landlord; c) Tenant shall do or failure by Borrower permit to comply with be done anything which creates a lien upon the provisions of any other covenant, obligation Premises or term of this Note upon all or any other agreement with Lender part of the Building, and Tenant fails to discharge or bond around any lien within twenty (20) days after Tenant learns that any such lien or encumbrance is filed against the Prior Intercreditor LendersPremises; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000or d) 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 accelerateTenant, or permit any guarantor under this Lease becomes insolvent or bankrupt, has a receiver or trustee appointed for any part of its property, makes an assignment for the acceleration ofbenefit of its creditors, the due date of such indebtedness or obligation; or any such indebtedness proceeding is commenced either by Tenant or obligation shall be declared to be due and payableagainst it under any bankruptcy or insolvency laws, or required to be prepaid, prior to the stated maturity date thereofwhich proceeding is not dismissed within thirty (30) days; provided, however, if a court of competent jurisdiction determines that any of the existing defaults listed acts described in this subsection (e) is not an Event of Default under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in possession) and such trustee or Tenant assigns, subleases, or transfers Tenant’s interest hereunder, then Landlord will receive, as Additional Rent, the Schedule excess, if any, of Exceptions attached hereto as Schedule 2 the rent (or any other consideration) paid in connection with such assignment, transfer or sublease over the rent payable by Tenant under this Lease. Industrial Lease e) Tenant shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies desert or vacate or shall commence to collect on desert or vacate the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower Premises or any substantial part portion of its propertythe Premises or shall, commences at any proceeding relating time prior to the arrangementlast month of the Lease Term, readjustmentremove or attempt to remove, reorganization without the prior written consent of Landlord, all or liquidation under any bankruptcy a substantial amount of Tenant’s goods, wares, equipment, fixtures, furniture, or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60other personal property. f) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Omitted.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note (a an "Event of Default"): Failure by : (a) The Borrower shall fail to make pay any payment due under this Note or under any other agreement interest with Lender respect to the Revolving Notes or the Prior Intercreditor Lenders; Term Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower under this Note herein or any other agreement with Lender hereunder or the Prior Intercreditor Lenders shall be false or inaccurate in any material certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect when made; that is materially adverse to the interests of the Lenders or failure by 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 comply with the provisions of any other covenantthis Agreement, obligation and such default or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the applicable grace periodBorrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, if anyindenture, specified agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the 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 in a principal amount not less than $100,000,000 shall continue after the applicable grace period, if any, specified have occurred and shall result in such agreement if Indebtedness becoming or being declared due and payable prior to the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be on which it otherwise would become due and payable, or required to be prepaid, prior to 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 stated maturity date thereofBorrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the existing defaults listed Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Schedule Borrower or the Broker Subsidiary, or against all or a substantial part of Exceptions attached hereto as Schedule 2 the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall not constitute a Default so long as any creditor involved 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 defaults takes no further actions and exercises no further remedies involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to collect on the obligations involved and entry of an order for relief in an involuntary case under such law, or shall consent to the Company otherwise remains in compliance with all other provisions appointment of this Note and all other agreements with Lender and or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Prior Intercreditor Lenders; Borrower makes a or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, files or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a petition in bankruptcycourt or courts of competent jurisdiction, is adjudicated insolvent and the same shall not be discharged (or bankruptprovisions shall not be made for such discharge), petitions to any court for or a receiver or trustee for stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower or any substantial part of its propertyshall not, 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 within said period of sixty 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. (60i) days; At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or Borrower better) by any act indicates its consent Standard & Poor’s Ratings Service, a Division of The MxXxxx-Xxxx Companies, Inc., or acquiescence in any such proceeding (b) Baa3 (or the appointment of any such trustee or receiver;better) by Mxxxx’x Investors Service, Inc.

Defaults. Each of the following Tenant shall constitute a be in material default under this Note Lease: (a "Default"): Failure by Borrower a) If Tenant abandons the Property or if Tenant's vacation of the Property results in the cancellation of any insurance described in Section 4.4; (b) If Tenant fails to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note pay rent or any other agreement with Lender or charge when due and continues to do so for ten (10) days after written notice from Landlord; (c) If Tenant fails to perform any of Tenant's non-monetary obligations under this Lease for a period of thirty (30) days after written notice from Landlord; provided that if more than thirty (30) days are required to complete such performance, Tenant shall not be in default if Tenant commences such performance within the Prior Intercreditor Lenders thirty (30)-day period and thereafter diligently pursues its completion. However, Landlord shall not be false or inaccurate in any material respect when made; or required to give such notice if Tenant's failure by Borrower to comply with the provisions of any other covenant, obligation or term perform constitutes a non-curable breach of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace period, if any, Lease as specified in the agreement relating subsection (d) immediately following. The notice required by this Section is intended to such indebtedness or obligation; failure satisfy any and all notice requirements imposed by Borrower law on Landlord and is not in addition to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower requirement. (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors, files ; (ii) if a petition in bankruptcy, is adjudicated insolvent for adjudication of bankruptcy 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 rearrangement is filed by or similar lawsagainst Tenant and is not dismissed within sixty (60) days; there (iii) if a trustee or receiver is commenced against Borrower any such proceedings which remain undismissed for a period appointed to take possession of substantially all of Tenant's assets located at the Property or of Tenant's interest in this Lease and possession is not restored to Tenant within sixty (60) days; or Borrower by (iv) if substantially all of Tenant's assets located at the Property or of Tenant's interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within sixty (60) days. If a court of competent jurisdiction determines that any act indicates its consent of the acts described in this subparagraph (d) is not a default under this Lease, and a trustee is appointed to take possession (or acquiescence if Tenant remains a debtor in any such proceeding or the appointment of any possession) and such trustee or receiver;Tenant transfers Tenant's interest hereunder, then Landlord shall receive, as Additional Rent, the excess, if any, of the rent (or any other consideration) paid in connection with such assignment or sublease over the rent payable by Tenant under this Lease. (e) If any guarantor of the Lease revokes or otherwise terminates, or purports to revoke or otherwise terminate, any guaranty of all or any portion of Tenant's obligations under the Lease. Unless otherwise expressly provided, no guaranty of the Lease is revocable.

Defaults. Each Any of the following shall constitute a default "Default" under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders Sublease: A. Subtenant shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower fail to pay any installment of Rent when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which the same 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 be declared to be due and payable, and such failure shall continue for a period of ten (10) days after receipt by Subtenant of written notice thereof from Sublandlord; or B. If Subtenant shall fail to maintain the insurance coverage required by this Sublease or Subtenant shall fail to timely deliver a copy of any certificate of insurance required hereunder and such default shall continue for a period of ten business (10) days after written notice is given by Sublandlord to Subtenant specifying such default; or default shall be made with respect to any assignment of this Sublease or subletting of the Demised Premises as provided in Article IX hereof; or default shall be made with respect to Subtenant's obligation to make certifications as provided in Article XVI hereof(such notice provided herein constituting a second notice in addition to that provided for in Article XVI); or C. Subtenant shall fail to perform any of the other covenants, conditions and agreements herein contained on Subtenant's part to be prepaidperformed and such failure shall continue for a period of thirty (30) days after receipt by Subtenant of notice in writing from Sublandlord specifying in detail the nature of such failure, prior except that if within the thirty (30) day period Subtenant commences and thereafter proceeds diligently to remedy the stated maturity date thereof; providedviolation or failure within a reasonable period of time, howeverSubtenant shall not be in default hereunder. D. Subtenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking any reorganization, that arrangement, composition, readjustment, liquidation, dissolution or similar relief under the existing defaults listed present or any future federal bankruptcy act or any other present or future applicable federal, state or other stature or law, or shall seek or consent to or acquiesce in the Schedule appointment of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditorstrustee, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower liquidator of Subtenant or of all or any substantial part of its property, commences any proceeding relating to properties or of the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar lawsDemised Premises; there is commenced against Borrower any such proceedings which remain undismissed for a period of or E. If within sixty (60) days; days after the commencement of any proceeding against Subtenant seeking any reorganization, arrangement composition, readjustment, liquidation, dissolution or Borrower by similar relief under the present or any future federal bankruptcy act indicates its or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence in of Subtenant of any trustee, receiver or liquidator of Subtenant, or of all or any substantial part of its properties or of the Demised Premises, such proceeding appointment shall not have been vacated or stayed on appeal or otherwise, or if, within sixty (60) days after the appointment expiration of any such trustee or receiver;stay, such appointment shall not have been vacated. F. The abandonment of the Demised Premises by Subtenant at any time following delivery of possession of the Demised Premises to Subtenant.

Defaults. Each 8.1 The occurrence of any one of the following which continues beyond the expiration of the applicable notice and cure period under this Agreement shall constitute a an event of default by FCAR under this Note Agreement: (a "Default"): a) Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with any of the provisions of any other covenant, obligation or term material terms and conditions of this Note or any other agreement with Lender or Agreement within the Prior Intercreditor Lenderstimes herein specified. (b) FCAR shall: (i) become insolvent; Failure by Borrower or (ii) admit in writing its inability to pay when due any other indebtedness or obligations in excess of fifty thousand dollars debts as they mature; or ($50,000iii) 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes make a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent creditors or bankrupt, petitions to an agent authorized to liquidate any court for a receiver or trustee for Borrower or any substantial part such amount of its property; or (iv) be adjudicated bankrupt; or (v) be in violation of applicable building codes, commences electrical codes, plumbing codes, property maintenance codes, sign regulations, and zoning codes without variance therefrom. (c) Upon an occurrence of default as set forth in Subsection 8.1 (a) and (b)(v), the City shall provide written notice to FCAR specifying the default. Upon receipt of the notice of default, FCAR shall have thirty (30) days after receipt of the notice of default to cure the default, if it can be reasonably cured within thirty (30) days, or FCAR must begin curing the default and complete curing the default within a reasonable time thereafter if the default cannot be cured within thirty (30) days. (d) If a default is not cured within the time periods provided herein, the City may terminate this Agreement, and in that event, the City shall be relieved of any proceeding relating further obligations arising pursuant to this Agreement, and FCAR shall be released from its obligations arising out of this Agreement and the City’s sole remedy following such termination shall be recovery from FCAR for any accrued or other payment(s) which may have been made to FCAR hereunder between the date of default and the date of termination of this Agreement and any sum for which the City may be entitled to reimbursements from FCAR under the terms of this Agreement. (e) Upon an event of default by FCAR as hereinabove set forth, any monies due or becoming due under this Agreement shall be reserved and held by the City until such time as the default is cured. If the alleged default can be cured by the payment or expenditure of money, FCAR may post a letter of credit or other collateral reasonably acceptable to the arrangementCity Attorney and with a reputable financial institution, readjustmentuntil the matter can be resolved, reorganization and the City shall continue to make payments to FCAR as set forth herein. If the default is not cured within the time set forth above, and this Agreement is terminated by the City, all money held by the City as provided herein may be retained by the City and used to cure the default, and any monies remaining after said cure shall be returned by the City to FCAR. 8.2 The City shall be considered to be in default if it shall fail to make complete and timely payments to FCAR on the terms provided herein or liquidation fail to comply with any other material term or provision of this Agreement. If such an event of default occurs, FCAR shall notify the City of the default in writing and allow thirty (30) days for the City to cure the default. The City’s failure to cure the default within the time period specified shall permit FCAR to terminate this Agreement. FCAR shall not be deemed to have waived its right to recover the Tax Rebates and credits to which it is entitled under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for this Agreement and to seek the remedies of specific performance, costs, expenses and attorneys’ fees and the payment of unpaid Tax Rebates. 8.3 Any lawfully disputed amounts pursuant to this Section 8 shall be deposited in an escrow with a period third party pending resolution of sixty (60) days; or Borrower the dispute. The third party shall be agreed upon by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;City and FCAR.

Defaults. Each of the following shall constitute a default under this Note If Tenant: (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower i) fails to pay when within five business (5) days of its due date any installment or other indebtedness or obligations in excess payment 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 accelerateRent, or permit the acceleration of, the due date of such indebtedness or obligation; or to keep in effect any such indebtedness or obligation shall be declared to be due and payable, or insurance required to be prepaidmaintained; or (ii) vacates or abandons the Premises, prior to the stated maturity date thereof; providedor (iii) becomes insolvent, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general an assignment for the benefit of creditors, files a voluntary bankruptcy or an involuntary petition in bankruptcy, 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 filed against Tenant which petition is commenced against Borrower any such proceedings which remain undismissed for a period of not dismissed within sixty (60) daysdays of its filing, or (iv) fails to perform or observe any of the other Ring Central, Inc. Lease 25 covenants, conditions or agreements contained herein on Tenant’s part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord; provided, that, if such performance is of a nature so as to require more than 30 days to cure, Tenant shall not be in default hereunder if Tenant shall have commenced such cure within the 30-day period and thereafter diligently and continuously prosecutes same to completion, (v) if the interest of Tenant shall be offered for sale or Borrower by sold under execution or other legal process, or (vi) if Tenant makes any act indicates its consent transfer, assignment, conveyance, sale, pledge, disposition of all or acquiescence in a substantial portion of Tenant’s property, then any such proceeding event or conduct shall constitute a “default” hereunder. If Tenant shall file a voluntary petition pursuant to the United States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the “Bankruptcy Code”), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant pursuant to the Bankruptcy Code and said petition is not dismissed within thirty (30) days after such filing, or if a receiver shall be appointed for its business or its assets and the appointment of such receiver is not vacated within thirty (30) days after such appointment, or if it shall make an assignment for the benefit of its creditors, then Landlord shall have all of the rights provided for in the event of nonpayment of the Rent. If any alleged default on the part of the Landlord hereunder occurs, Tenant shall give written notice to Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such trustee default. In addition, Tenant shall send notice of such default by certified or receiver;registered mail, postage prepaid, to the holder of any Mortgage whose address Tenant has been notified of in writing, and shall afford such Mortgage holder a reasonable opportunity to cure any alleged default on Landlord’s behalf. In no event will Landlord be responsible for any damages incurred by Tenant, including but not limited to, lost profits or interruption of business as a result of any alleged default by Landlord hereunder.

Defaults. Each The following are events of the following shall constitute a default under this Note (a "each, an “Event of Default"): Failure by ”): (a) Borrower fails to make pay any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note principal, interest, fees, charges, or any other agreement amount when due and payable hereunder; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with Lender the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or the Prior Intercreditor Lenders other similar official shall be false appointed over Borrower or inaccurate in any a material respect when madepart of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (e) Borrower becomes insolvent or failure by Borrower generally fails to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 acceleratepay, or permit the acceleration ofadmits in writing its inability to pay, the due date of such indebtedness or obligationits debts as they become due; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; (f) Borrower makes a general assignment for the benefit of creditors, ; (g) Borrower files a petition in for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (h) an involuntary bankruptcy proceeding is adjudicated insolvent commenced or bankrupt, petitions to any court for a receiver or trustee for filed against Borrower; (i) Borrower or any substantial part pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (k) the occurrence of a Fundamental Transaction without Lender’s prior written consent, which shall not be unreasonably withheld; (l) Borrower effectuates a reverse split of its propertyADSs without twenty (20) Trading Days prior written notice to Lender; (m) any money judgment, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy writ or similar laws; there process is commenced entered or filed against Borrower or any such proceedings which subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain undismissed unvacated, unbonded or unstayed for a period of sixty twenty (6020) dayscalendar days unless otherwise consented to by Lender; (n) Borrower fails to be DWAC Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or Borrower by (p) Borrower, any act indicates its consent affiliate of Borrower, or acquiescence any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any such proceeding Other Agreements. Notwithstanding the foregoing, on up to two (2) separate occasions, Borrower shall have ten (10) Trading Days instead of five (5) Trading Days to deliver Lender Conversion Shares or the appointment Redemption Conversion without an Event of any such trustee Default pursuant to Section 4.1(b) or receiver;(c) above occurring.

Defaults. Each 15.1 The failure of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender Owner, Developer or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower Town to comply with the provisions of any other covenant, obligation or term terms of this Note Agreement not cured within thirty (30) days after written 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 other agreement relevant Developer the notice, hearing and opportunity to cure in accordance with Lender 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 Prior Intercreditor Lenders; Failure by Borrower to pay Town or its designee from issuing stop work orders or voiding permits issued for Development when due any 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 Development contravenes the provisions of any other covenant, obligation the Zoning Regulations or term this Agreement. A default of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 Owner shall not constitute a Default so long as any creditor involved in such defaults takes no further actions default by Developers, and exercises no further remedies to collect on 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 involved 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 (a “Phasing Default”) shall be to terminate this Agreement, upon which termination all rights and obligations of the parties under this Agreement shall cease, and the Company otherwise remains in compliance with all other provisions of this Note Town hereby expressly waives any and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes remedies it may otherwise have, either at law or in equity, resulting from or arising from 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 Phasing Default. 15.3 Notwithstanding anything to the arrangementcontrary herein, readjustmentin no event shall any party to this Agreement be liable, reorganization nor shall any action be brought, for consequential, incidental, exemplary or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;punitive damages.

Defaults. Each If (a) Tenant defaults in the payment of the following shall constitute a default rent or other amounts under this Note Lease and the default continues for 10 days after written notice by Lessor to Tenant, (a "Default"): Failure by Borrower to make b) Tenant defaults in any payment due other obligation under this Note Lease and the default continues for 30 days after written notice by Lessor to Tenant, (c) any proceeding is begun by or under against Tenant to subject the assets of Tenant to any other agreement with Lender bankruptcy or the Prior Intercreditor Lenders; insolvency law or for an appointment of a receiver of Tenant or for any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 accelerateTenant's assets, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower (d) Tenant makes a general assignment of Tenant's assets for the benefit of creditors, files a petition then Lessor may, with or without terminating this Lease, cure the default and charge Tenant all costs and expenses of doing so, and Lessor also may reenter the Premises, remove all persons and property, and regain possession of the Premises, without waiver or loss of any of Lessor's rights under this Lease, including Lessor's right to payment of Monthly Rent. Lessor also may terminate this Lease as to all future rights of Tenant, without terminating Lessor's right to payment of Monthly Rent and other charges due under this Lease. Tenant waives any right of restoration to possession of the Premises after reentry, notice of termination, or after judgment for possession. If this Lease is terminated under this Section, Tenant promises and agrees to pay all Monthly Rent and other charges due for the remainder of the original Term, and all attorneys' fees and other expenses. If Tenant defaults in bankruptcyany of its obligations under this Lease, it will promptly pay all costs (including attorneys' fees) of enforcing Tenant's obligations, whether or not this Lease is adjudicated insolvent terminated and whether or bankruptnot suit is brought. No right or remedy will preclude any other right or remedy, petitions no right or remedy will be exclusive of or dependent upon any other right or remedy, and any right or remedy may be exercised independently or in combination. If Tenant is in default and notice of termination of Tenant's right to any court for a receiver possession has been mailed to Tenant at the Premises and it appears in Lessor's reasonable judgment that Tenant has abandoned or trustee for Borrower vacated the Premises, Lessor may reenter the Premises and retake possession without legal action, without relieving Tenant of the obligation to pay Monthly Rent or any substantial part other obligations under this Lease, and without any liability to Tenant for re-entry removal of its Tenant's property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;.

Defaults. Each If Lessee defaults in payment of rent, Lessee's share of Common Expenses, or in the performance of any of the following shall constitute a default under conditions or covenants of this Note lease, or if any bankruptcy, insolvency or similar proceeding is filed by or against the Lessee, or if Lessee abandons the Premises or ceases business operations therein for more than 15 days (a "Default"): Failure by Borrower unless in connection with restoration after casualty loss) Lessor lawfully may, in addition to make any payment due under this Note other remedies available in law or in equity, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises and repossess the same as of its former estate, and expel Lessee and those claiming through or under any other agreement with Lender it and remove its or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions their effects (forcibly, if necessary) without being deemed guilty of any other manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears or rent or preceding breach of covenant, obligation and upon entry as aforesaid this Lease shall terminate; and Lessee covenants and agrees, notwithstanding any entry or term of this Note re-entry by Lessor whether by summary proceedings, termination or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower otherwise, to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after and be liable for, on the applicable grace perioddays originally fixed herein for the payment thereof, if any, specified in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior amounts equal to the stated maturity date thereof; providedseveral installments of rent and other charges reserved as would, howeverunder the terms o this Lease, that become due if this Lease had not been terminated or if Lessor had not entered or re-entered as aforesaid, and whether the existing defaults listed Premises be relet or remain vacant in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved whole or in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent part or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or less than the appointment exceeding amount of any deficiency then existing, or at the election of Lessor, Lessee will upon such trustee or receiver;termination pay to the Lessor as damages such a sum as at the time of such termination represents the difference between the then rental value of the Premises for the remainder of the said term and the rent and other payments named herein.

Defaults. Each of the following shall constitute a default under If Tenant, or Tenant’s successors or assigns, mortgage this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate Lease in any material respect when made; or failure by Borrower to comply compliance with the provisions of this Article 20, then so long as any other covenantsuch mortgage shall remain unsatisfied of record, obligation or term the following provisions shall apply: (a) Tenant shall immediately provide Landlord with written notice that a Leasehold Mortgage has been filed, along with the name, facsimile, contact person, e-mail address, and address of this Note the Leasehold Mortgagee. Tenant shall promptly give Landlord written notice of any change in any Leasehold Mortgagee and shall ensure that Landlord has current contact information for such Leasehold Mortgagee at all times. Landlord, upon serving any notice of default on Tenant pursuant to Article 24 or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 notice under the provisions of this Lease, shall also serve a copy of such notice upon Leasehold Mortgagee, at the address provided to Landlord in writing by Tenant and no notice shall be deemed to have been duly given as to the Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in any other covenant, obligation way affect or term become a condition precedent to the effectiveness of any agreement relating notice given or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving Leasehold Mortgagee notice and opportunity to cure. Any notice or other communication which Leasehold Mortgagee desires or is required to give to or serve upon Landlord shall be deemed to have been duly given or served if sent in accordance with Article 27.2. (b) Any Leasehold Mortgagee, in case Tenant is in default under this Lease, shall have the right to remedy such indebtedness default (or obligation which cause the same to be remedied) within the same period provided to Tenant hereunder and otherwise as herein provided, and Landlord shall continue after accept such performance by or at the applicable grace period, if any, specified in such agreement instance of Leasehold Mortgagee as if the effect same had been made by Tenant. (c) For the purposes of such failure is to acceleratethis Article 20, or permit the acceleration of, the due date no Event of such indebtedness or obligation; or any such indebtedness or obligation Default shall be declared deemed to be due and payable, or exist under Article 24 in respect of the performance of work required to be prepaidperformed, prior or of acts to be done, or of conditions to be remedied, if steps shall, in good faith, have been commenced by Leasehold Mortgagee within the time permitted therefor to rectify the same and shall be prosecuted to completion with diligence and continuity and within the time periods provided therefor in Article 24. (d) Notwithstanding anything in this Lease to the stated maturity contrary, upon the occurrence of an Event of Default other than an Event of Default which can be cured by the payment of money (the “Monetary Default”), Landlord shall take no action to effect a termination of this Lease without first giving Leasehold Mortgagee at least thirty (30) days written notice of its intent to terminate if Tenant’s default is of any type other than a Monetary Default (a “Non-Monetary Default”), and Leasehold Mortgagee fails to cure such Non-Monetary Default within said thirty (30) day period. If such Non-Monetary Default cannot reasonably be cured within said thirty (30) day period (or is such that possession of the Leased Premises is necessary to remedy the Non-Monetary Default), the date thereoffor termination shall be extended for such period of time as may be reasonably required to remedy such Non-Monetary Default, if and only if (i) subject to Article 20.4, within thirty (30) days of Landlord’s notice of its intent to terminate the Lease, Leasehold Mortgagee irrevocably agrees in writing to assume Tenant’s obligations under the Lease following Leasehold Mortgagee’s obtaining possession of the Leased Premises, (ii) Leasehold Mortgagee shall have fully cured any default in the payment of any monetary obligations of Tenant under this Lease within five (5) business days after its receipt of notice of Landlord’s intent to terminate, and shall continue to pay currently such monetary obligations as and when the same are due, subject to the applicable notice and cure provisions provided in this Lease, and (iii) Leasehold Mortgagee continues its good faith and diligent efforts to remedy such Non-Monetary Default (including its acquisition of possession of the Leased Premises if necessary to cure such Default); provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 Leasehold Mortgagee shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies be obligated to collect on pursue the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment cure of any Non-Monetary Default until it has obtained possession of the Leased Premises if, but only if, (x) Leasehold Mortgagee fully complies with the obligation to cure any Monetary Default of Tenant and to keep current all monetary obligations under this Lease as provided in, and within the time set forth in, subclause (d)(i) above, and (y) Leasehold Mortgagee is diligently and continuously pursuing such trustee or receiver;actions as are necessary to enable it to obtain possession of the Leased Premises at the earliest possible date.

Defaults. Each The occurrence of any one or more of the following events shall constitute a default under this Note (a "Default"): Failure by " hereunder: (a) Any Borrower shall fail to make pay, when due, any payment due under this Note principal, interest or under any other agreement with Lender sum payable hereunder, under either Replacement Note, any Debenture, any other Settlement Document or the Prior Intercreditor Lenders; any Surviving Document (whether upon maturity thereof, upon any installment payment date, upon any mandatory prepayment date, upon acceleration or otherwise). (b) Any representation or warranty by of any Borrower under this Note made herein or in any other agreement with Lender or the Prior Intercreditor Lenders Settlement Document shall be false or inaccurate prove to have been incorrect in any material respect when on or as of the date made or deemed to have been made; . (c) Any Borrower shall fail to observe, satisfy or perform any other term, covenant or agreement contained in this Agreement, in any other Settlement Documents or in any Surviving Document, and such failure shall continue unremedied for any grace period applicable thereto. (d) Any Borrower shall default beyond any applicable grace period with respect to any indebtedness or contingent obligations owing by such Borrower to comply with the provisions of any other covenant, obligation or term of this Note Lender or any third party, including, without limitation, CIT, and involving an amount in any such case of $25,000 or more. (e) Any Operating Borrower (other agreement with Lender than WEI) shall: (i) apply for or consent to the Prior Intercreditor Lendersappointment of a receiver, trustee or liquidator of such Borrower or any of such Borrower's property or assets; Failure by Borrower (ii) be unable, or admit in writing such Borrower's inability, generally to pay when due any other indebtedness or obligations in excess of fifty thousand dollars such Borrower's debts as they mature; ($50,000iii) 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes make a general assignment for the benefit of creditors; (iv) file a voluntary petition of bankruptcy, files or a petition in or an answer seeking reorganization or an arrangement with creditors or take advantage of any law or statute pertaining to bankruptcy, is adjudicated insolvent reorganization, insolvency, readjustment of debt, dissolution or bankruptliquidation, petitions to or similar statute analogous in purpose and effect or (v) any court action shall be commenced seeking an order for a receiver relief against any Operating Borrower, or trustee for seeking reorganization, arrangement or composition of such Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation such Borrower's debts under any bankruptcy law or statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar laws; there statute analogous in purpose and effect. (f) The issuance of any attachment or garnishment against any Borrower as the debtor, which is commenced against Borrower any such proceedings which remain undismissed for a period not discharged within thirty (30) days thereafter. (g) One or more judgments or decrees in excess of sixty (60) days; or Borrower by any act indicates its consent or acquiescence $50,000 in any such proceeding case shall be entered against any Operating Borrower (other than WEI) and shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the appointment of entry thereof. (h) Any Borrower shall revoke or attempt to revoke any such trustee Settlement Document or receiver;any Surviving Document.

Defaults. Each of the following 1. If (a) Tenant shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower fail to pay when the rental or other charges due any other indebtedness or obligations in excess hereunder within five (5) days after receipt of fifty thousand dollars written notice thereof by Tenant ($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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 event that Landlord gives Tenant one such notice within any twelve (12) month period, Landlord shall not constitute a Default so long as be required to give such notice thereafter during such twelve month period), or (b) Tenant shall fail to perform any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on of the obligations involved and the Company otherwise remains in compliance with all other provisions terms, conditions or covenants of this Note Lease to be performed or observed by Tenant for more than thirty (30) days after receipt by Tenant of written notice from Landlord specifying in detail the nature of such failure (or such other reasonable times as necessary if such default is a default which is susceptible of cure but cannot be cured within thirty (30) days and all other agreements with Lender Tenant, upon receipt of such notice, promptly and the Prior Intercreditor Lenders; Borrower makes a general diligently attempts to effect such cure), (c) Tenant shall be adjudged bankrupt or insolvent or shall make an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for (d) a receiver or trustee for Borrower of Tenant's property shall be appointed and such receiver or any substantial part of its propertytrustee, commences any proceeding relating to as the arrangementcase may be, 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 shall not be discharged within sixty (60) days; or Borrower by any act indicates its consent or acquiescence days after such appointment, then in any such proceeding case, Landlord may, at its option, upon written notice to Tenant, recover possession of and re-enter the Leased Premises without accepting a surrender of the Leased Premises or affecting Tenant's liability for past rent and other charges due or future rent and other charges to accrue hereunder. As an alternative, at the appointment election of Landlord, Landlord shall have the right, upon written notice to Tenant, to declare this Lease terminated and canceled and to accept surrender of the Leased Premises (without the need for any affirmative act or acquiescence by Tenant) without any further rights or obligations on the part of Landlord or Tenant (other than Tenant's obligation for rent and other charges due and owing through the date of termination and the performance of all of the terms and provisions of this Lease due and owing or accrued through the date of termination), so that Landlord may relet the Leased Premises without any right on the part of Tenant to any credit or payment resulting from any reletting of the Leased Premises. In the event of any such trustee default, Landlord shall be entitled to recover from Tenant all other damages sustained by Landlord on account of the breach of this Lease, including, but not limited to, the costs incurred by Landlord in re-entering and recovering possession of the Leased Premises and the cost of repairs, alterations and brokerage fees connected with the reletting of the Leased Premises. The provisions herein shall be in addition and without prejudice to any other rights or receiver;remedies as are available at law or otherwise. Notwithstanding anything to the contrary contained herein, Landlord shall use reasonable efforts to mitigate the damages which might arise as a result of a default by Tenant; and in the event Landlord relets the Leased Premises, the amount received therefrom prior to termination of this Lease shall be credited to Tenant after deducting therefrom Landlord's reasonable expenses. 2. The rights and remedies of Landlord or Tenant under this Lease shall be cumulative and the exercise of any of them shall not be exclusive of any other right or remedy provided by this Lease or allowed by law, and the waiver by Landlord or Tenant of any breach of any covenant of this Lease shall be limited to the particular instance and shall not operate or be deemed to waive any future breach of the same or any other covenant on the same or any other occasion. 3. No extension of time, forbearance, neglect or waiver on the part of Landlord or Tenant, as the case may be, with respect to any one or more of the covenants, terms or conditions of this Lease, shall be construed as a waiver of any of the other covenants, terms or conditions of this Lease, or as an estoppel against Landlord or Tenant, as the case may be. 4. Landlord shall have the right at any time, after ten (10) days notice to Tenant (or without notice in case of emergency or in case any fine, penalty, interest or cost may otherwise be imposed or incurred), to make any payment or perform any act required of Tenant under any provision of this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. Nothing herein shall imply any obligation on the part of Landlord to make any payment or perform any act required of Tenant, and the exercise of the right to so do shall not constitute a release of any obligation or a waiver of any default. All payments made and all costs and expenses incurred in connection with any exercise of such right shall be reimbursed to Landlord by Tenant within fifteen (15) days after receipt of Landlord's xxxx therefor. In the event of nonpayment thereof, Landlord shall have the rights and remedies it would have hereunder or by law in the case of nonpayment of rent. 5. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover all costs and expenses including reasonable attorney's fees. 6. Should Landlord default in the performance of the covenants required to be performed by Landlord under this Lease, Tenant may serve upon Landlord a notice specifying the default and requiring performance by Landlord within a period of time set forth in such notice, which shall not be less than thirty (30) days after receipt of said written notice; provided, however, Tenant shall have the right (but not the obligation) to remedy such default without notice in the event of emergency. In the event of such default by Landlord after notice shall have been given as aforesaid which is not cured by Landlord within such thirty (30) day period, then Tenant, in addition to any other right or remedy Tenant may have at law or equity, shall have the right (but not the obligation) to cure Landlord's default and Landlord, within fifteen (15) days after receipt of Tenant's xxxx therefor, shall reimburse Tenant the reasonable costs incurred by Tenant in curing Landlord's default as aforesaid. However, if any default shall occur which cannot, with due diligence, be cured within a period of thirty (30) days from and after the giving of notice as aforesaid, then Landlord shall be deemed to be complying with such notice if Landlord promptly commences to take reasonable steps to cure such default during such time period and proceeds diligently thereafter to in fact cure such default. 7. Tenant acknowledges that late payment of rent (fixed rental or additional rental) could result in Landlord's mortgagee imposing a late charge on Landlord, and, accordingly, Tenant agrees that, if rent (fixed rental or additional rental) due hereunder is not paid by the fifth (5th) day after it is due (or within five (5) days after receipt of written notice of default if such late payment is the first such late payment within the past twelve (12) months), then Tenant shall pay upon demand, as additional rent, a late charge equal to the late charge, if any, imposed upon Landlord by Landlord's mortgagee. The foregoing provision for payment of a late charge shall not be construed to extend the date for payment of any sums required to be paid by Tenant hereunder or to relieve Tenant of its obligation to pay all such sums at the time or times herein stipulated, and neither the demand for, nor collection by, Landlord of such late charge shall be construed as a cure for Tenant's default in the payment of rent.

Defaults. Each If Tenant (a) defaults in the payment of the following shall constitute a default Annual Rent and Additional Rent payable under this Note Lease, and such default continues for more than five (a "Default"): Failure by Borrower 5) business days after receipt of written notice thereof; provided that Landlord shall not be obligated to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate provide written notice more than twice in any material respect when madetwelve (12) month period; or (b) defaults in the performance or failure observance of any term, covenant or condition to be performed by Borrower it hereunder that may be performed merely by the payment of money and such default is not rectified within ten (10) days after receipt of written notice thereof; or (c) shall allow any insurance policy required to comply with be carried by it hereunder to lapse or to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or cancellation from Landlord; or (d) defaults in the provisions performance or observance of any other covenantterm, obligation covenant or term condition of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared Lease on Tenant’s part to be due performed or observed and payable, does not commence to rectify such default within thirty (30) days after written notice thereof or required to be prepaid, prior to does not thereafter diligently complete the stated maturity date thereof; rectification thereof (provided, however, that the existing defaults listed such non-monetary default shall be cured no later than one hundred twenty (120) days following Landlord’s notice), then, in the Schedule any of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as such foregoing events, Landlord may, at its option, and in addition to 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 remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with Lender an interest and shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Prior Intercreditor Lenders; Borrower makes a general assignment for Property and shall be entitled to the benefit of creditorsall provisions of the public general laws of Maryland and the public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, files a petition or respecting proceedings in bankruptcyforcible entry and detainer. Notwithstanding termination and/or re-entry, is adjudicated insolvent Tenant shall remain liable for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys’ and brokers’ fees, commissions and expenses, paid or bankrupt, petitions to any court for a receiver incurred by Landlord in connection with: (1) obtaining possession of the Property; (2) removal and storage of Tenant’s or trustee for Borrower or any substantial part of its other occupant’s property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;

Defaults. Each of the following Tenant shall constitute a be in material default under this Note Lease: (a "Default"): Failure by Borrower a) If Tenant fails to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note pay Rent or any other agreement with Lender or charge within five (5) business days after notice that such amount is past due; (b) If Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease for a period of thirty (30) days after written notice from Landlord; provided that if more than thirty (30) days are required to complete such performance, Tenant shall not be in default if Tenant commences such performance within the Prior Intercreditor Lenders thirty (30) day period and thereafter diligently pursues its completion. However, Landlord shall not be false or inaccurate in any material respect when made; or required to give such notice if Tenant’s failure by Borrower to comply with the provisions of any other covenant, obligation or term perform constitutes a non-curable breach of this Note or Lease. The notice required by this Section 10.02(c) is intended to satisfy any other agreement with Lender or the Prior Intercreditor Lenders; Failure and all notice requirements imposed by Borrower law on Landlord and is not in addition to pay when due any 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower requirement. (i) if Tenant makes a general assignment or general arrangement for the benefit of creditors, files ; (ii) if a petition in bankruptcy, is adjudicated insolvent for adjudication of bankruptcy 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 rearrangement is filed by or similar lawsagainst Tenant and is not dismissed within thirty (30) days; there (iii) if a trustee or receiver is commenced against Borrower any such proceedings which remain undismissed for a period appointed to take possession of sixty substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in n this Lease and possession is not restored to Tenant within thirty (6030) days; or Borrower by (iv) if substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30) days. If a court of competent jurisdiction determines that any act indicates its consent of the acts described in this subparagraph (d) are not a default under this Lease, and a trustee is appointed to take possession (or acquiescence if Tenant remains a debtor in any such proceeding or the appointment of any possession) and such trustee or receiver;Tenant transfers Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the excess, if any, of the rent (or any other consideration) paid in connection with such assignment or sublease over the rent payable by Tenant under this Lease.

Defaults. Each Upon the happening of any of the following events (collectively, “Events of Default”): (a) if Borrower shall constitute a default fail to make payment when due of any Obligation under this Note (a "Default"): Failure by Borrower Agreement or any Loan Document, provided, however, that, for purposes of Borrower’s obligation to make payment of any payment due under Obligations to Lender comprised of Obligations to reimburse Lender for or to pay field examination expenses and legal fees and expenses incurred by Lender after the date hereof, no Event of Default shall be deemed to have occurred, unless sixty (60) days have elapsed from the date of demand therefor by Lender; provided that, Lender’s right hereunder to charge such fees and expenses to Borrower shall not be affected by the foregoing and in the event Lender so charges Borrower for such fees and expenses any such incipient Event of Default shall be deemed cured thereby; or (b) if Borrower shall fail to comply with any terms, conditions, covenant, warranty or representation contained in Article 11 or Article 15 of this Note Agreement; or (c) if Borrower shall fail to comply with any term, condition, covenant or under warranty of or in this Agreement, any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Loan Document or any other agreement with between Lender and Borrower, other than in Article 11 or Article 15 of this Agreement, and such failure continues for a period in excess of twenty (20) days after notice thereof is given by Lender to Borrower; or (d) if Borrower shall cease to be Solvent, make an assignment for the Prior Intercreditor Lenders 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 false commenced by or inaccurate against Borrower; or (e) if any statement or representation contained in any financial statement or certificate delivered by Borrower to Lender shall be false, in any material respect respect, when made; or (f) if any federal tax lien is filed of record against Borrower or failure any Guarantor and is not bonded or discharged within ten (10) days; or (g) if Borrower’s independent public accountants shall refuse to deliver any financial statement required by this Agreement (after the date due hereunder) within ten (10) days after written demand by Lender for delivery of such financial statements; or (h) if a receiver, trustee or equivalent officer shall be appointed for all or any of the assets of Borrower; or (i) if a judgment for more than Two Hundred and Fifty Thousand Dollars ($250,000) shall be entered against Borrower in any action or proceeding and shall not be stayed, vacated, bonded, paid, discharged or applied in good faith within twenty (20) days; provided, that, no Event of Default shall be deemed to comply with have occurred in the provisions case of any other covenant, judgment where the claim is covered by insurance and the insurance company has accepted liability therefor; or (j) if any obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess respect 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 Indebtedness shall be declared to be or shall become due and payable, or required to be prepaid, payable prior to the stated maturity date thereofthereof or such obligation shall not be paid as and when the same becomes due and payable; or there shall occur any event or condition which constitutes an event of default under any mortgage, indenture, instrument, agreement or evidence of indebtedness relating to any obligation of Borrower in respect of any such Indebtedness the effect of which is to permit the holder or the holders of such mortgage, indenture, instrument, agreement or evidence of Indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause the Indebtedness evidenced thereby to become due prior to its stated maturity; provided, howeverthat, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 foregoing shall not constitute a Default include (a) Indebtedness to Lender; or (b) Indebtedness arising in connection with any real property lease obligations up to $50,000.00, so long as no judgments are entered against Borrower as a result of Borrower’s failure to pay such Indebtedness; or (k) upon the happening of any creditor involved Reportable Event which Lender in such defaults takes no further actions and exercises no further remedies its discretion determines could reasonably be expected to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment constitute grounds for the benefit termination of creditorsany Plan, files or if a petition trustee shall be appointed by an appropriate United States District Court or other court of administrative tribunal to administer any Plan, or if the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan; or (l) upon the occurrence and continuance of any Material Adverse Effect, which in bankruptcythe sole and absolute opinion of Lender, impairs Lender’s security or increases its risks; or (m) upon the happening of any of the events described in Section 19.1(d), Section 19.1(e), Section 19.1(g), Section 19.1(h), Section 19.1(i) or Section 19.1(j) with respect to a Guarantor or if any Guarantor purports to terminate its guaranty or if any Validity/Support Guarantor purports to terminate his/its Validity/Support Guaranty or upon the death of any Guarantor or Validity/Support Guarantor that 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 lawsnatural person; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence then and in any such proceeding event, Lender may terminate this Agreement without prior notice or demand to Borrower or may demand payment of all Obligations (whether otherwise then payable on demand or not) without terminating this Agreement and shall, in any event, be under no further responsibility to extend any credit or afford any financial accommodation to Borrower, whether under this Agreement or otherwise or upon the appointment sale of any such trustee or receiver;Guarantor at a fair value of more than fifty thousand ($50,000).

Defaults. Each Leasehold Mortgagee and sublessee shall have the same period of time after receipt of a notice of default to remedy a default or event of default, or cause the same to be remedied, as is given to Tenant after Tenant’s receipt of a notice of default hereunder, plus, in each instance, the following shall constitute a default under this Note additional time periods: (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or i) thirty (30) days in the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions event of any other covenant, obligation monetary default or term event of this Note or any other agreement with Lender or the Prior Intercreditor Lendersdefault; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars and ($50,000ii) which shall continue after the applicable grace period, if any, specified sixty (60) days in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions event of any other covenant, obligation non-monetary default or term event of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereofdefault; provided, however, that (a) such sixty (60)-day period shall be extended for the existing defaults listed in time reasonably required by the Schedule Leasehold Mortgagee or sublessee to complete such cure, including the time reasonably required for the Leasehold Mortgagee to obtain possession of Exceptions attached hereto the Leasehold Estate or subleasehold estate, as Schedule 2 the case may be (including possession by a receiver), institute foreclosure proceedings or otherwise perfect its right to effect such cure and (b) neither the Leasehold Mortgagee nor such sublessee shall be required to cure those events of default which are not reasonably susceptible of being cured or performed by Tenant (“Non- Curable Defaults”). Each Leasehold Mortgagee and sublessee shall have the absolute right to substitute itself for Tenant and perform the duties of Tenant hereunder or with respect to the Leasehold Estate or subleasehold estate (as the case may be) for purposes of curing such default or event of default. Landlord expressly consents to such substitution, agrees to accept such performance, and authorizes each Leasehold Mortgagee and sublessee (and their respective employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of Tenant hereunder. Landlord shall not constitute a Default so terminate this Lease prior to expiration of the cure periods available to each Leasehold Mortgagee and sublessee as set forth above. Further, (1) neither the bankruptcy nor the insolvency of Tenant shall be grounds for terminating this Lease as long as 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 Rent and all other agreements amounts payable by Tenant hereunder are paid by a Leasehold Mortgagee or sublessee in accordance with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;terms thereof and

Defaults. Each If You breach any of the following shall constitute terms of this Contract, We will be entitled to serve You with a Default Notice. This will not affect any of Our other rights, either under this Contract or by law. If We serve You with a Default Notice which relates to a default under which can be put right, the Default Notice will tell You what We consider the default to be and the timescale in which We expect You to put things right. You will be entitled to apply clauses 19.1 and 19.2 to Us but if the default involves Us failing to pay You the Charges on time, You must allow Us a minimum of 30 Working Days to rectify the position and pay the Charges. If there is any disagreement between us as to whether there has been a default, or about the action that needs to be taken or the timescale within which the action is to be taken, either of us can refer the matter for resolution, in accordance with clause 23. If either of us fails to put right a default within the timescale set out in any Default Notice we will each be entitled to end this Note (Contract immediately by giving notice in writing. Either of us will be entitled to give the other party notice ending this Contract immediately if: a) being an individual, either of us is declared bankrupt, or a "Default"): Failure by Borrower bankruptcy petition is filed against one of us at court, or if either of us tries to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment an arrangement for the benefit of creditors; b) either of us is a corporate organisation and: has a receiver, files administrative receiver or liquidator appointed; a petition in bankruptcy, proposal is adjudicated insolvent or bankrupt, petitions to any court made for a receiver voluntary arrangement or trustee for Borrower any other composition scheme or any substantial part arrangement with, or assignment for the benefit of, its creditors; a shareholders’ meeting is convened for the purpose of its property, commences any proceeding relating to the arrangement, readjustment, reorganization considering a winding-up resolution or liquidation under any bankruptcy a winding-up resolution is passed; a winding-up petition is presented or similar laws; there an application is commenced against Borrower any such proceedings which remain undismissed made for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of a provisional liquidator or a creditors’ meeting is convened; an application is made for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; is or becomes insolvent; being a “small company” within the meaning of Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or any such trustee event similar to those listed in this clause 20.1(a) or receiver;(b) occurs; c) either of us commits or causes anyone else to commit any criminal offence in providing the Goods or Services (except for any minor offence or minor traffic offence); or d) in relation to any Contract either of us, or any person employed by either of us or acting on our behalf, commits an offence under the Prevention of Corruption Acts 1889-1916, the Bribery Act 2010 or gives any fee or reward to anyone which is an offence under section 117(2) of the Local Government Act 1972. We will be entitled to end this Contract by giving You written notice effective from the date specified in Our notice if You commit a material default that in Our reasonable opinion cannot be remedied or that You have not remedied to Our reasonable satisfaction within 20 Working Days or within any other timeframe specified in Our Default Notice. We will be entitled to end this Contract by giving one month’s notice if, following a Service Review, the Service does not meet the standards set out in the Purchase Order or Specification (as applicable). We may end all or part of this Contract for any reason by giving You at least one month’s notice in writing. If all or part of this Contract is ended, whether under clause 19 or this clause 20, clause 20.6 will apply. When this Contract ends, You must give Us all the information, files, records and documents which We give You under this Contract or which You produced while carrying out Your responsibilities under this Contract. You must not keep any copies of the information referred to in clause 20.6 unless We give You permission or You have to do so by law. You must get Our permission in writing if You want to: a) transfer Your rights in this Contract to any other person; or

Defaults. Each The occurrence of any of the following shall constitute a default under (“Default”) of this Note Lease by Tenant: (a "Default"): Failure a) Any failure by Borrower Tenant to make pay any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Rent or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or charge required to be prepaidpaid under this Lease, prior or any part thereof when due if such failure continues for five (5) days after written notice to Tenant; or (b) Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the stated maturity date thereoffailure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1(b), any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, provided that if the nature of such default is such that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 same cannot reasonably be cured within a thirty (30) day period, Tenant shall not constitute a Default so long as any creditor involved be deemed to be in default if it diligently commences such defaults takes no further actions cure within such period and exercises no further remedies thereafter diligently proceeds to collect on rectify and cure such default; or (c) To the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes extent permitted by Law, a general assignment by Tenant of this Lease for the benefit of creditors, files a petition or the taking of any corporate action in bankruptcyfurtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy Law, is adjudicated insolvent or bankrupt, petitions to any court for a receiver the filing by or trustee for Borrower against Tenant or any substantial part guarantor of its property, commences any proceeding relating to under an insolvency or bankruptcy Law, unless in the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there case of a proceeding filed against Tenant the same is commenced against Borrower any such proceedings which remain undismissed for a period of dismissed within sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding , or the appointment of any such a trustee or receiver;receiver to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days; or (d) Any breach of Tenant’s obligations under this Lease at such time as Tenant shall have abandoned all or a substantial portion of the Premises by Tenant; or (e) The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failure continues for more than five (5) Business Days (“Business Days” being defined as calendar days other than Saturdays, Sundays and Holidays) after written notice from Landlord; or (f) Any information furnished to Landlord by or in connection with the entry of this Lease on behalf of Tenant is determined to have been materially false, misleading or incomplete when made.

Defaults. Each The occurrence of any one or more of the following events shall constitute a material default under and breach of this Note Lease by Lessee: (a "Default"): Failure a) The vacating or abandonment of the Premises by Borrower Lessee for three (3) consecutive months. (b) The failure by Lessee to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of rent of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared to be due and payable, or payment required to be prepaidmade by Lessee hereunder, prior as and when due after three (3) days’ notice having been given by Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the stated maturity date thereofcovenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in paragraph (b) above, where such failure shall continue for a period of thirty (30) days after written notice hereof from Lessor to Lessee; provided, however, that if the existing defaults listed in the Schedule nature of Exceptions attached hereto as Schedule 2 Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not constitute a Default so long as be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. (i) The making by Lessee of any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment or general arrangement for the benefit of creditors, files ; (ii) the filing by or against Lessee of a petition in bankruptcy, is adjudicated insolvent to have Lessee adjudged a bankrupt or bankrupt, petitions to a petition for reorganization or arrangement under any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding law relating to bankruptcy (unless, in the arrangementcase of a petition filed against Lessee, readjustmentthe same is dismissed within ninety (90) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, reorganization or liquidation under any bankruptcy or similar laws; there where possession is commenced against Borrower any such proceedings which remain undismissed for a period of sixty not restored to Lessee within ninety (6090) days; or Borrower (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within ninety (90) days. (e) The discovery by Lessor that any act indicates its consent or acquiescence financial statement given to Lessor by Lessee, an assignee of Lessee, any subtenant of lessee, any successor in any such proceeding or the appointment interest of Lessee of any such trustee guarantor of Lessee’s obligations hereunder, and any of them, was materially false. (f) The removal by Lessee of substantially all of Lessee’s furniture from the Premises for three (3) consecutive months. (g) The failure by Lessee to move into or receiver;take possession of the Premises within fifteen (15) days after the commencement of the term of this Lease. (h) Deleted. (i) Deleted. (j) Any default by Lessee with respect to any other lease between (i) Lessor and Lessee, or (ii) any parent company or subsidiary company or affiliate or agent of Lessor and Lessee. (k) The assignment or other transfer by Lessee of substantially all of the assets used in connection with the business conducted in the Premises.

Defaults. Each of Acquiror, Merger Sub and Acquiror Bank is, and at all times since December 31, 2010 has been, in full compliance with all applicable terms and requirements of each Contract under which it has or had any obligation or Liability or by which it or any asset owned or used by it is or was bound, except where the following shall constitute failure to be in full compliance would not reasonably be expected to have a Material Adverse Effect on Acquiror, Merger Sub or Acquiror Bank. To Acquiror’s Knowledge, each other Person that has or had any obligation or Liability under any such Contract under which Acquiror, Merger Sub or Acquiror Bank has or had any rights is, and at all times since December 31, 2010, has been, in full compliance with all applicable terms and requirements of such Contract, except where the failure to be in full compliance would not reasonably be expected to have a Material Adverse Effect on Acquiror, Merger Sub or Acquiror Bank. To Acquiror’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a material violation or breach of, or give Acquiror, Merger Sub, Acquiror Bank or other Person the right to declare a default under this Note (or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any material Contract to which Acquiror, Merger Sub or Acquiror Bank is a "Default"): Failure by Borrower party. Except in the Ordinary Course of Business with respect to make any payment due under this Note Loan, neither Acquiror, Merger Sub nor Acquiror Bank has given to or under received from any other agreement with Lender Person, at any time since December 31, 2010, any notice or the Prior Intercreditor Lenders; other communication (whether oral or written) regarding any representation actual, alleged, possible or warranty by Borrower under this Note potential violation or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 acceleratebreach of, or permit the acceleration ofdefault under, the due date of such indebtedness any Contract, that has not been terminated or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, satisfied prior to the stated maturity date thereof; provided, however, that the existing defaults listed of this Agreement. Other than in the Schedule Ordinary Course of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as Business in connection with workouts and restructured loans, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate, any creditor involved in material amounts paid or payable to Acquiror, Merger Sub or Acquiror Bank under current or completed Contracts with any Person and no such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment Person has made written demand for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;renegotiation.

Defaults. Each of (a) Lessee shall be deemed to be in default hereunder if: (i) Lessee fails to pay the following shall constitute a default Rent due under this Note (a "Default"): Failure by Borrower to make the Real Estate Lease or any payment other charges due under this Note Lease on or under before the date on which the same are due, and such failure continues for fifteen (15) days after written notice from Lessor or (ii) Lessee fails to perform or observe any other agreement with Lender term or condition contained in this Lease within thirty (30) days after written notice from Lessor specifying such default. In either of such events, Lessor may, immediately or at any time thereafter and upon written notice to Lessee, as Lessor's sole and exclusive remedy, terminate this Lease and repossess the Equipment, all without breach of the peace. (b) In the event Lessor fails to perform or observe any term or condition contained in this Lease or the Prior Intercreditor Lenders; Real Property Lease within thirty (30) days after written notice from Lessee, Lessee may but shall not obligated to (i) cancel this Lease upon written notice to Lessor, (ii) take any representation or warranty by Borrower action appropriate under the circumstances to preserve its possession and rights under this Note Lease, (iii) perform any obligation or duty of the Lessor which the Lessor refuses or neglects to perform, and in any such event, Lessee may notify Lessor of the cost and expense thereof in which event Lessor shall, upon demand, immediately reimburse Lessee for said cost and expense, and in the event Lessor fails to reimburse Lessee within fifteen (15) days of the demand therefore, Lessee shall be entitled to offset such amounts against future installments of Rent as the same become due under the Real Property Lease and/or (iv) pursue any other agreement with Lender remedy available at law or in equity. (c) In the Prior Intercreditor Lenders event the default of Lessor or Lessee cannot be cured within the grace periods provided in subparagraphs (a) or (b) above, such default shall be false deemed to have been cured if the defaulting party shall have commenced compliance within such grace period, and continues to prosecute the same with due diligence. (d) In the event either party, at any time prior to termination of this Lease institutes appropriate legal proceedings to contest the alleged default, then the effect of any notice of default provided under subparagraph (a) above shall be stayed during the pendency of the legal proceeding and no termination shall occur nor may any other rights or inaccurate remedies be exercised in any material respect when made; reliance upon or failure by Borrower as a result of such notice, until such time as (i) a final, unappealable order, award or judgment is entered in favor of Lessor and (ii) Lessee has been granted thirty (30) days opportunity to comply with cure the default, subject to the provisions of any other covenantsubparagraph (c) above, obligation or term subsequent to the date of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 entry of such failure is to acceleratefinal order, award or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;judgment.

Defaults. Each The occurrence of any one or more of the following events ("Defaults") shall constitute a default under and breach of this Note Lease: (a "Default"): Failure by Borrower i) Tenant shall fail to make any payment due under this Note or under any other agreement with Lender or pay the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Base Rent, or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 rent owed under this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay Lease when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which and such failure shall continue for ten (10) days after the applicable grace periodTenant's receipt of written notice from Landlord, if any, specified in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 Landlord shall not constitute be obligated to give such notice and opportunity to cure more than two times in any calendar year; (ii) Tenant shall neglect or fail to perform or observe any other term, covenant or condition set forth in this Lease on Tenant's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after receipt of written notice specifying such neglect or failure, or if such failure is of such a Default so long as any creditor involved in nature that Tenant cannot reasonably remedy the same within such defaults takes no further actions thirty (30) day period, Tenant shall fail to commence to remedy the same within such thirty (30) day period and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance prosecute such remedy to completion with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a reasonable diligence; (iii) A general assignment by Tenant for the benefit of Tenant's creditors, files any voluntary filing, petition or application by Tenant under any law relating to insolvency or bankruptcy, whether for declaration of bankruptcy, a reorganization, an arrangement or otherwise; (iv) The involuntary filing against Tenant of (A) a petition in to have Tenant declared bankrupt, or (B) a petition for reorganization or arrangement of such party under any law relating to insolvency or bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part unless in the case 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 involuntary filing, the same is dismissed within sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or or (v) the appointment of any such a trustee or receiver;receiver to take possession of all or substantially all of the assets of the Tenant, or the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets located at the Premises, or of Tenant's interest in this Lease, unless such appointment, attachment, execution or seizure is discharged within thirty (30) days.

Defaults. Each If any one or more of the following events (each, an “Event of Default”) shall constitute a default under this Note (a "Default"): Failure by happen: a. the Borrower shall fail to make any payment due under this Note or under any other agreement with Lender or in respect of (i) the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 principal of this Note as the same shall become due, whether at maturity or any other agreement with Lender by acceleration or the Prior Intercreditor Lenders; Failure by Borrower otherwise, and such failure to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which principal shall continue for a period of five business days after written notice thereof by 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions holder of this Note to the Borrower, or (ii) the interest on this Note o as the same shall become due and such failure to pay interest shall continue for a period of five business days after written notice thereof by the holder of this Note to the Borrower; b. the Borrower shall die or become incompetent; or c. The Borrower shall: i. commence a voluntary case under Title 11 of the United States Code as from time to time in effect, or authorize the commencement of such a voluntary case; ii. have filed against him a petition commencing an involuntary case under said Title 11; iii. seek relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or consent to or acquiesce in such relief; iv. have entered against him an order by a court of competent jurisdiction (1) finding him to be bankrupt or insolvent, (2) ordering or approving any modification or alternation of the rights of his creditors, or (3) assuming custody of, or appointing a receiver or other custodian for all other agreements with Lender and the Prior Intercreditor Lendersor a substantial party of this property; Borrower makes a general or v. make an assignment for the benefit of of, or enter into a composition with, his creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions appoint or consent to any court for the appointment of a receiver or trustee other custodian for all or a substantial party of this property; then and in each and every such case, the holder of this Note may by notice in writing to the Borrower declare all or any substantial part of the unpaid balance of the principal of and interest on this Note then outstanding to be forthwith due and payable (unless there shall have occurred an Event of Default under clause (d) above, in which case such unpaid balance or part thereof shall automatically become so due and payable) and thereupon such unpaid balance or part thereof shall become so due and payable simultaneous with the giving of such notice without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived, and the holder of this Note may proceed to enforce payment of such balance or part thereof in such manner as the holder of this Note may elect. No failure by the holder of this Note to take action with respect to any Event of Default shall affect its property, commences any proceeding relating subsequent rights to take action with respect to the arrangementsame or any other Event of Default. In the event of default, readjustmentthe Borrower agrees to pay all reasonable costs of collection, reorganization or liquidation including reasonable attorneys’ fees, to the extent allowed by law. The entries on the records of the holder of this Note (including any appearing on this Note) shall be prima facie evidence of the aggregate principal amount outstanding under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;this Note and interest accrued thereon.

Defaults. Each Should Tenant breach any of the following shall constitute a default under terms of this Note (a "Default"): Failure by Borrower Lease, other than the covenant to make any payment due under this Note or under any other agreement with Lender pay rent or the Prior Intercreditor Lenders; any representation provisions contained in the paragraph captioned "Insolvency or warranty by Borrower under this Note or any other agreement Assignment", Landlord shall give Tenant notice of such breach and Tenant shall commence to cure such breach within thirty (30) days following the giving of such notice and shall diligently proceed with Lender or and complete the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions curing of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower such breach within a reasonable time. If Tenant (a) fails to pay when due any other indebtedness or obligations in excess the rent herein reserved within 10 days 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 therefor, and said rent remains unpaid for 72 hours after notice form Landlord to Tenant, (b) commits or suffers any act in violation of the covenants contained in the paragraph captioned "Insolvency", or (c) breaches any of the other covenants or obligations of this Lease and fails to cure such breach after notice as hereinabove provided, Landlord shall have the option to terminate this Lease or to re-enter and take possession of the Demised Premises without terminating this Lease. If Landlord elects to re-enter and take possession without terminating this Lease, Landlord may relet the Demised Premises or any part thereof upon such terms and conditions as Landlord in its sole discretion shall deem advisable. All rent received by Landlord as a result of such indebtedness or obligation; reletting shall be applied as follows: a) to reimburse landlord for all expenses incurred in re-entering and reletting; b) To reimburse Landlord for cost of curing any breach of this Lease by Tenant, including Landlord's legal fee; c) To arrearages in rent due hereunder; d) Any remainder shall be retained by Landlord. Such re-entry shall not be deemed to relieve Tenant form any covenant contained in or any such indebtedness or obligation shall be declared to be due and payablearising out of this Lease, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that Landlord may itself perform or fulfill such covenant or obligation, and Tenant shall pay Landlord the existing defaults listed in the Schedule cost of Exceptions attached hereto as Schedule 2 same upon demand. No re-entry or retaking of possession shall not be deemed to 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 termination of this Note Lease unless Landlord gives Tenant notice to that effect either prior to or subsequent to such re-entry or retaking of possession. Landlord shall be required to make all reasonable effort to relet the Demised Premises and all other agreements with Lender to otherwise mitigate its damages. In the event that any advance rental has been paid hereunder, the entire amount thereof shall be retained by Landlord and applied the Prior Intercreditor Lenders; Borrower makes same as rent received by Landlord as a general assignment for the benefit result of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;reletting.

Defaults. Each of the The following shall constitute a default under this Note events of Default hereunder: (a "Default"): a) Failure by Borrower Tenant to make pay any payment due rent or other sum payable hereunder on or before the date due; (b) Default by Tenant in the observance or performance of any of the other terms, covenants, agreements or conditions contained herein or in the rules and regulations incorporated herein; (c) Filing by the Tenant or any guarantor or surety with respect to this Lease of a voluntary petition in bankruptcy or a voluntary petition or answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under this Note the Bankruptcy Act, as amended, or under any other agreement insolvency act or law, state or federal, now or hereafter existing, or any action by the Tenant or any guarantor or surety with Lender respect to the Lease indicating its content to, approval of or acquiescence in, any such petition or proceeding; the application by the Tenant or any guarantor or surety with respect to this Lease for or the Prior Intercreditor Lenders; any representation appointment by consent or warranty by Borrower under this Note acquiescence of a receiver or trustee of the Tenant or any other agreement guarantor or surety with Lender respect to this Lease or for all or a substantial part of its property; the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure making by Borrower to comply with the provisions of any other covenant, obligation or term of this Note Tenant or any other agreement guarantor or surety with Lender or the Prior Intercreditor Lenders; Failure by Borrower respect to pay when due any 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; this Lease or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of its creditors; or the inability of the Tenant or any guarantor or surety with respect to this Lease, files a or the admission by the Tenant or any guarantor or surety with respect to this Lease of its inability, to pay its debts as they mature. (d) The filing of any involuntary petition against the Tenant or any guarantor or surety with respect to this Lease in bankruptcybankruptcy or seeking reorganization, is adjudicated insolvent arrangement, readjustment of its debts or bankruptfor any other relief under the Bankruptcy Act, petitions to as amended, or under any court for other insolvency act or law, state or federal, now or hereafter existing, or the involuntary appointment of a receiver or trustee for Borrower of the Tenant or any guarantor or surety with respect to this Lease or for all or a substantial part of its property; or the issuance of attachment, commences execution or other similar process against substantial part of the property of the Tenant or any proceeding relating guarantor or surety with respect to this Lease and the arrangement, readjustment, reorganization or liquidation under continuation of any bankruptcy or similar laws; there is commenced against Borrower any of such proceedings which remain undismissed for a period of sixty thirty (6030) daysdays undismissed, unbonded or undischarged. (e) The insolvency of Tenant or any guarantor or surety with respect to this Lease; or Borrower by any act indicates its consent the withdrawal or acquiescence in any such proceeding or the appointment revocation of any guaranty or suretyship agreement regarding this Lease. Upon the occurrence or existence of any Event of Default, Landlord shall have the option to exercise any or all of the following remedies: (i) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant shall fail to do so, Landlord may, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearages in rent or damages for breach of contract, enter upon the Premises and expel or remove Tenant and its effects, and Tenaxx xxxees to indemnify Landlord for all loss and damage which Landlord may suffer by reason of such trustee Lease termination, whether through inability to relet the Premises, or receiverthrough decrease in rent, or otherwise; (ii) Enter the Premises as the agent of the Tenant on Tenaxx'x xccount, and relet the Premises as the agent of the Tenant, and receive the rent therefor, and the Tenant shall pay the Landlord any deficiency that may arise by reason of such reletting, on demand at any time and from time to time at the office of Landlord. This reletting is for the benefit of the Tenant and does not relieve him of his obligations under the Lease whether or not notice of the reletting is given to the Tenant. It is hereby agreed that this may be done without effecting a surrender of the Premises; (iii) Refuse to accept a surrender of the Premises in which event the Landlord may allow the premises to remain idle and hold the Tenant for rent, or, in the alternative the Landlord may sue for breach of contract before the expiration of the term. (iv) Re-rent the Premises, calculate the amount by which the rent for the re-rented Premises is less than that provided by this Lease and immediately be entitled to such difference reduced to its then present value. The foregoing remedies of Landlord shall not be exclusive but shall be cumulative and in addition to all other remedies now or hereafter allowed by law or elsewhere provided for. Nothing herein contained shall limit or prejudice Landlord's right to prove and obtain as liquidated damages arising out of any default or termination of this Lease the maximum amount allowed by law.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note (a an "Event of Default"): Failure by : (a) The Borrower shall fail to make pay any payment due under this Note or under any other agreement interest with Lender respect to the Revolving Notes or the Prior Intercreditor Lenders; Term Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower under this Note herein or any other agreement with Lender hereunder or the Prior Intercreditor Lenders shall be false or inaccurate in any material certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect when made; that is materially adverse to the interests of the Lenders or failure by 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 comply with the provisions of any other covenantthis Agreement, obligation and such default or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the applicable grace periodBorrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, if anyindenture, specified agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenanta principal amount not less than $60 million, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified have occurred and shall result in such agreement if Indebtedness becoming or being declared due and payable prior to the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be on which it otherwise would become due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that if such event of default shall be remedied or cured by the existing defaults listed Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Schedule Borrower or the Broker Subsidiary, or against all or a substantial part of Exceptions attached hereto as Schedule 2 the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall not constitute a Default so long as any creditor involved 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 defaults takes no further actions and exercises no further remedies involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to collect on the obligations involved and entry of an order for relief in an involuntary case under such law, or shall consent to the Company otherwise remains in compliance with all other provisions appointment of this Note and all other agreements with Lender and or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Prior Intercreditor Lenders; Borrower makes a or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, files or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $50,000,000 in the aggregate shall be entered against the Borrower by a petition in bankruptcycourt or courts of competent jurisdiction, is adjudicated insolvent and the same shall not be discharged (or bankruptprovisions shall not be made for such discharge), petitions to any court for or a receiver or trustee for stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower or any substantial part of its propertyshall not, 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 within said period of sixty 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. (60i) days; At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or Borrower better) by any act indicates its consent Standard & Poor's Rating Group, or acquiescence in any such proceeding (b) Baa3 (or the appointment of any such trustee or receiver;better) by Xxxxx'x Investor Service.

Defaults. Each Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. If Tenant fails to pay rent when due, or perform any provision of this Lease, after not less than three (3) days written notice of such default given in the following shall constitute a manner required by law, the Landlord, at his or her option, may terminate all rights of Tenant, unless Tenant, within said time, cures such default under this Note within 5 days (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or obligation within 10 days) after written notice of such default is provided by Landlord to Tenant. When deemed necessary, Landlord may also elect to cure such default and the Prior Intercreditor Lenders cost of such action shall be false added to Tenant’s financial obligations under this Lease. All sums of money 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or charges required to be prepaidpaid by Tenant under this Lease shall be additional rent, prior whether or not such sums or charges are designated as “additional rent”. The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. wxx.xxx0.xxx RESIDENTIAL LEASE AGREEMENT (LR PAGE 8 OF 16) If Tenant abandons or vacates the stated maturity date thereof; providedproperty while in default of the payment of rent, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as Landlord may consider any creditor involved in such defaults takes no further actions and exercises no further remedies to collect property left on the obligations involved premises to be abandoned and may dispose of the Company otherwise remains same in compliance with all other provisions of this Note and all other agreements with Lender and any manner allowed by law. In the Prior Intercreditor Lenders; Borrower makes event the Landlord reasonably believes that such abandoned property has no value, it may be discarded. All property on the premises will be subject to a general assignment lien for the benefit of creditorsthe Landlord securing the payment of all sums due, 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 arrangementmaximum extent allowed by law. In the event of a default by Txxxxx, readjustmentLandlord may elect to: (a) continue the lease in effect and enforce all its rights and remedies, reorganization including the right to recover the rent as it comes due, provided that Landlord’s consent to assignment or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) dayssubletting by the Tenant will not be unreasonably withheld; or Borrower (b) at any time, terminate all of Tenant’s rights and recover from Tenant all damages it may incur by any act indicates its consent reason of the breach of the lease, including the cost of recovering the premises, and including the worth at the time of such termination, or acquiescence in any at the time of an award if suit to be instituted to enforce this provision, of the amount by which the unpaid rent for the balance of the term exceeds the amount of such proceeding or rental loss which the appointment of any such trustee or receiver;Tenant proves could be reasonably avoided.

Defaults. Each of the following events shall constitute a default under this Note (a be an "Event of Default"): " hereunder: a. Failure by Borrower of Tenant to make pay any payment due under this Note installment of Rental or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note part thereof, or any other agreement with Lender payments of money, costs or expenses herein agreed to be paid by Tenant, when due. b. Failure to observe or perform on one or more of the Prior Intercreditor Lenders shall be false other terms, conditions, covenants or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of any other covenant, obligation or term agreements of this Note or any other agreement with Lender or Lease and the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 continuance of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty fifteen (6015) days after written notice by Landlord specifying such failure (unless such failure requires work to be performed, acts to be done or conditions to be improved, as the case may be, within such fifteen (15) day period, in which case no default shall be deemed to exist so long as Tenant shall have commenced curing the same within such 15 day period, and shall diligently and continuously prosecute the same to completion). c. If this Lease of the estate of Tenant hereunder shall be transferred to or assigned to or subleased to or shall pass to any person or party, except in a manner herein permitted. d. If a levy under execution or attachment shall be made against Tenant or its property and such execution or attachment shall not be vacated or removed by court order, bonding or otherwise within a period of thirty (30) days; . e. A rejection of the Lease by a trustee in bankruptcy appointed in connection with the bankruptcy of the Tenant. f. A failure to vacate the Premises upon termination of this Lease. No payment by Tenant or Borrower receipt by Landlord of an amount less than the required payment set forth in the Lease, shall be considered as anything other than a partial payment of the amount due. No endorsement or statement to the contrary on any act indicates its consent or acquiescence in check shall be deemed an accord and satisfaction. Landlord may accept a partial payment without prejudicing Landlord's right to recover the balance of such payment which is still due, and without affecting any such proceeding or the appointment of any such trustee or receiver;other remedies available to Landlord.

Defaults. Each It shall be a default or event of default under this Lease if any one or more of the following shall constitute a default under this Note events occurs: (a "Default"): Failure by Borrower 1) Tenant fails to make pay in full, within ten (10) days of written notice from Landlord of Tenant’s failure to pay, any payment due under this Note and all installments of Fixed Basic Rent or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Additional Rent or any other agreement with Lender charges or the Prior Intercreditor Lenders shall be false payments due and payable under this Lease whether or inaccurate not herein included as rent. (2) Tenant violates or fails to perform or otherwise breaches any agreement, term, covenant or condition contained in any material respect when made; or this Lease where such failure by Borrower to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue for a period of thirty (30) days 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereofwritten notice from Landlord; provided, however, that if the existing defaults listed in nature of the Schedule of Exceptions attached hereto as Schedule 2 default is such that the same cannot reasonably be cured within such thirty (30) day period, Tenant shall not constitute a Default so long as be deemed to be in default if Tenant shall commence the cure of such default within such thirty (30) day period and thereafter diligently prosecute the same to completion within ninety (90) days after Tenant receives written notice thereof. (3) Tenant abandons or vacates the Premises without notice and without first having paid to Landlord the amount required pursuant to Section 5(a) hereof. (4) Tenant becomes insolvent or bankrupt in any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower sense or makes a general an assignment for the benefit of creditors, files creditors or if a petition in bankruptcybankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, is adjudicated insolvent or bankrupt, petitions to any court a xxxx in equity or other proceeding for the appointment of a receiver or trustee similar official for Borrower any of Tenant’s assets is commenced, or if any substantial part of its propertythe real or personal property of Tenant shall be levied upon by any sheriff, commences marshal or constable; provided, however, that any proceeding relating brought by anyone other than the parties to the this Lease under any bankruptcy, reorganization arrangement, insolvency, readjustment, reorganization or liquidation under any bankruptcy receivership or similar laws; there is commenced against Borrower any law shall not constitute an event of default until such proceedings which remain undismissed proceeding, decree, judgment or order has continued unstayed for a period of more than sixty (60) consecutive days; . (5) Any of the events enumerated in Subsections (a)(3) of this Section 28 happen to the Guarantor of this Lease or Borrower by any act indicates its consent or acquiescence in any such proceeding or default beyond applicable notice and cure periods occurs with respect to the appointment of any such trustee or receiver;Guaranty.

Defaults. Each It is further covenanted and agreed that in case, at any time, default shall be made by Lessee in the payment of any of the following rent herein specified upon the date the same shall constitute become due and payable, and such default shall continue for a period of fifteen (15) days after notice in writing of such default under this Note (a "Default"): Failure by Borrower to make said Lessee from Lessor; or in case of any payment due under this Note default occurring in relation to or under in connection with any other agreement of the covenants, duties and obligations hereunder to be kept and performed by Lessee, and such default shall continue for thirty (30) days after similar written notice to Lessee; or if Lessee causes any lien to be placed against the premises and does not cure same within thirty (30) days after notice from Lessor to Lessee demanding cure; then, and in any of said events, Lessor at his option may at once, or within six (6) months thereafter (but only during the continuance of such default or condition), terminate this lease by written notice to Lessee, whereupon this lease shall end, and Lessor may enter into and take possession of said demised premises either with Lender or without process of law. Upon such entry, Lessor shall again have and repossess the Prior Intercreditor Lenderspremises the same as if this lease had not been made, and thereupon all obligations of the Lessor hereunder shall cease, without prejudice, however, to Lessor's right of action for arrears of rent or breach of this contract. In addition it is also agreed that upon Lessee's breach of the contract, Lessor may, at his option and as Lessee's agent, without terminating this lease, enter upon and rent premises at the best price obtainable by reasonable effort, without advertisement and by private negotiation and for any term Lessor deems proper; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders and in such event, Lessee shall be false or inaccurate in any material respect when made; or failure by Borrower liable to comply with Lessor for the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace perioddeficiency, if any, specified in between Lessee's rent hereunder and the agreement relating to price obtained by Lessor on such indebtedness or obligation; failure by Borrower to comply with reletting. Pursuit of any of the provisions foregoing remedies shall not preclude pursuit of any other covenant, obligation remedies provided by law. Any notice in this provision may be given by Lessor or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;his attorney.

Defaults. Each (a) If Borrower or any Intermediate Manager shall default in the performance or observance of any material term, covenant or condition of any Intermediate Management Agreement or any Property Management Agreement on the following part of Borrower or any Intermediate Manager to be performed or observed and such default shall constitute a default not be cured after expiration of all applicable notice and cure periods, then, without limiting Lender’s other rights or remedies under this Note (a "Default"): Failure by the Loan Documents, and without waiving or releasing Borrower to make or Intermediate Manager from any payment due under this Note of its Obligations hereunder or under any other agreement with Intermediate Management Agreement or any Property Management Agreement, Lender shall have the right in the manner provided pursuant to an Assignment of Property Management Agreement, but shall be under no obligation, to pay any sums or to perform any act as may be appropriate to cause all of the material terms, covenants and conditions of such Property Management Agreement on the part of the Borrower or Intermediate Manager, as applicable, to be performed or observed. (b) If Borrower shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or the Prior Intercreditor Lenders; Beverage Concession Agreement on the part of Borrower to be performed or observed and such default shall not be cured after expiration of all applicable notice and cure periods, then, without limiting Lender’s other rights or remedies under the Loan Documents, and without waiving or releasing Borrower from any representation of its Obligations hereunder or warranty by Borrower under this Note or any other agreement with Lender Franchise Agreement or the Prior Intercreditor Lenders Beverage Concession Agreement, as applicable, Lender shall have the right in the manner provided pursuant to an Assignment of Franchise Agreement and the Assignment of Beverage Concession Agreement, as applicable, but shall be false under no obligation, to pay any sums or inaccurate in to perform any act as may be appropriate to cause all of the material respect when made; terms, covenants and conditions of such Franchise Agreement or failure by the Beverage Concession Agreement on the part of the Borrower to comply with the provisions of any other covenant, obligation be performed or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;observed.

Defaults. Each 12.1 In the event that (i) Lessee shall fail to pay the Base Rent or any other Amount Due within five (5) days after its due date, or (ii) Lessee shall fail to comply with any of the terms, covenants, conditions, or agreements herein contained or any of the rules and regulations now or hereafter established for the government of the Building and such failure to comply continues for thirty (30) days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall fail for more than thirty (30) days after written notice thereof from Lessor to Lessee to comply with any term, provision, condition or covenant of any other agreement between Lessor and Lessee; then Lessor shall have the option, but not the obligation, to do any one or more of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under in addition to, and not in limitation of, any other agreement with Lender remedy permitted by law, in equity or by this Lease: 12.1.1 Terminate this Lease, in which event Lessee shall surrender the Prior Intercreditor Lenders; 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 representation further notice or warranty demand. In the event Lessor shall become entitled to the possession of the Premises by Borrower under any termination of this Note 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, recover forthwith its actual damages a sum of money equal to the total of (a) the cost of recovering the Premises (including, without limitation, actual attorneys' fees reasonably incurred 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 agreement with Lender sum of money and actual 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 Prior Intercreditor Lenders Premises as may be required. All rent received by Lessor from any reletting shall be false or inaccurate in any material respect when made; or failure by Borrower applied first to comply with the provisions payment of any indebtedness other covenantthan rent due hereunder from Lessee; second, obligation or term to the payment of this Note or any other agreement with Lender or costs and expenses of the Prior Intercreditor Lendersreletting, including but not limited to brokerage fees, attorneys' fees and a ratable portion of costs of such changes, improvements, alterations, and repairs; Failure by Borrower third, to pay when the payment of rent due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after and unpaid hereunder; and the applicable grace periodresidue, if any, specified shall be held by Lessor and applied in payment of future rent or damage as they may become due and payable hereunder. If the rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on demand. 12.1.3 Correct or cure the default and recover any amount expended in so doing, together with interest thereon until paid. 12.1.4 Recover any and all costs incurred by Lessor resulting directly, indirectly, proximately, or remotely from the default, including but not limited to reasonable attorneys' fees. 12.2 In addition to any other rights which Lessor may have, Lessor, in person or by agent, may enter upon the Premises and take possession of all or any part of Lessee's property in the agreement relating Premises, and may sell all or any part of such property at a public or private sale, in one or successive sales, with or without notice, to such indebtedness the highest bidder for cash, and, on behalf of Lessee, sell and convey all or obligation; failure 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 Borrower 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 comply with Lessor under the provisions 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 equitable remedies, including, without limitation, injunction and specific performance. 12.4 Pursuit of any of the remedies herein provided shall not preclude the pursuit of any other covenant, obligation remedies herein provided or term any other remedies provided at law or in equity. Failure by Lessor to enforce one or more of the remedies herein provided shall not be deemed or construed to constitute a waiver 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 acceleratedefault, or permit any violation or breach of any of the acceleration ofterms, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payableprovisions, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;covenants herein contained.

Defaults. Each of the Lessee agrees not to use Equipment if in default ten (10) days on any payment. The following shall shall, at Lessor’s election, constitute a default under this Note hereunder: (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or i) Lessee’s failure by Borrower to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed rent hereunder for a period of sixty ten (6010) days following the date due, (ii) Lessee’s failure to perform any other covenant hereunder and such failure is not cured within ten (10) days following Lessor’s written notice thereof, (iii) the interest of Lessee is levied upon under execution or other legal process, (iv) Lessee becomes insolvent or makes any filing for any bankruptcy, insolvency, reorganization, or moratorium or has any such involuntary filing made against Lessee and such filing is consented to by Lessee or remains undismissed for thirty (30) days; , (v) Lessee abandons the Equipment, (vi) any material adverse change in the Lessee, or Borrower by (vii) Lessor reasonably deems itself insecure. In the event of a default, Lessor shall be entitled to all remedies at law or equity, take possession of the Equipment (which shall not constitute termination of this Lease as to the Equipment unless Lessor expressly so notifies Lessee in writing), recover all money due (including declaring the entire amount of rent hereunder immediately due and payable), collect damages for any act indicates its consent injury to, and all expenses incurred in returning, the Equipment, terminate this Lease as to any or acquiescence in all items of Equipment, all without posting any such proceeding bond or surety. All rights and remedies are cumulative, and the appointment exercise of any right or remedy provided hereunder shall be without prejudice to the right to exercise any other right or remedy provided herein, by law or equity. Lessee shall permit the Equipment to be removed by Lessor and will assemble such trustee Equipment at such time and place as Lessor may require, whether upon the occurrence of a default, expiration or receiver;termination of this Lease or otherwise. PAYMENTS/PRICES: Initial rental fees for the first twenty eight (28) days including orientation and delivery fees are due thirty (30) days from the billing date. Each subsequent invoice is due thirty (30) days from billing date (prorated for partial months) and payable as directed by Lessor. The lesser of the highest permissible legal interest rate and two (2) percent per month shall be due on all amounts outstanding past due date. All sales, lease, and use taxes, Goods and Service Tax (GST), Harmonized Sales Tax (HST), personal property taxes and other taxes and assessments imposed with respect to the Equipment, except for any taxes imposed with respect to the net income of Lessor, are additional and to be paid by Lessee. No retention of any kind will be held on any payments. Lessee agrees that payments to Lessor are not conditioned upon payment by Project Owner or Project Prime Contractor to Lessee. All monies payable shall be paid in U.S. Dollars and shall be free of set-off, counter claims, retentions, retainage or deductions unless approved in a writing signed by both parties. All Lessor rates and prices on Page 1 are based on work being carried out Monday to Friday, 7:00 a.m. to 3:00 p.m. After hours, weekends or Public Holiday work has not been allowed for, unless stated in quote. Work performed at these times will incur additional charges as per current Price List. (Saturdays + 25%, Sundays, Public Holidays and after hours +30%). All lease and other payments made pursuant to this Lease shall be made at the address of the Lessor indicted herein or at such other address as shall be designated from time to time by Lessor.

Defaults. Each (a) The failure by the Pledgor to perform any obligation or to pay any indebtedness or other amounts payable by her which are a part of the following Obligations under the Note when required or due or the failure of Pledgor to fulfill or comply with any obligation or representation under this Agreement, each after written notice by Pledgee to Pledgor of such failure and the subsequent failure by Pledgor to cure same within a reasonable time shall constitute a default under this Note (a "Default"): Failure by Borrower " for purposes of this Agreement. (b) Upon the occurrence of a Default, all rights of Pledgor to make any payment due under this Note receive and retain cash dividends and, at Pledgee's option, to exercise voting or under any other agreement with Lender consensual rights and powers which it is authorized to exercise hereunder shall cease and shall thereupon be vested in Pledgee, and Pledgee may thereupon, at its option, from time to time after the occurrence of a Default, cause the Pledged Securities to be registered in its name or the Prior Intercreditor Lenders; any representation name of its nominee or warranty by Borrower under this Note assignee and/or exercise such voting or any consensual rights and powers as appertain to the ownership of the Pledged Securities, and to that end Pledgor hereby appoints Pledgee as its proxy, with full power of substitution, to vote and exercise all other agreement rights as a shareholder with Lender or respect to the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with Shares upon the provisions occurrence of any other covenantDefault, obligation or term which proxy is coupled with an interest 2 3 and is irrevocable prior to termination of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower Agreement, and Pledgor hereby agrees to pay when due any 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 provide such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereoffurther proxies as Pledgee may request; provided, however, that the existing defaults listed Pledgee in the Schedule of Exceptions attached hereto as Schedule 2 its discretion from time to time may refrain from exercising, and shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies be obligated to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditorsexercise, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; voting or Borrower by any act indicates its consent consensual rights or acquiescence in any such proceeding or the appointment of any such trustee or receiver;proxy.

Defaults. Each of the following Tenant shall constitute a be in material default under this Note Lease: (a "Default"): Failure by Borrower a) If Tenant abandons the Premises or if Tenant vacates the Premises for thirty (30) consecutive days; (b) If Tenant fails to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note pay Rent or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or charge required to be prepaidpaid by Tenant, as and when due, except that Tenant shall have two (2) cure periods per year where Landlord shall provide Tenant with ten (10) days prior written notice (and opportunity to cure within the stated maturity date thereoften (10) day period) before an event of default will occur; (c) If Tenant fails to perform any of Tenant's nonmonetary obligations under this Lease for a period of thirty (30) days after written notice from Landlord; providedprovided that if more than thirty (30) days are required to complete such performance, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 Tenant shall not constitute a Default so long as any creditor involved be in default if Tenant commences such defaults takes no further actions performance within such ten (10) day period and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower thereafter diligently pursues its completion; (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors, files ; (ii) if a petition in bankruptcy, is adjudicated insolvent for adjudication of bankruptcy 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 rearrangement is filed by or similar laws; there against Tenant and is commenced against Borrower any such proceedings which remain undismissed for a period of not dismissed within sixty (60) days; (iii) if a trustee or Borrower by receiver is appointed to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease and possession is not restored to Tenant within thirty (30) days; or (iv) if substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30) days. If a court of competent jurisdiction determines that any act indicates its consent of the acts described in this Section (d) is not a default under this Lease, and a trustee is appointed to take possession (or acquiescence if Tenant remains a debtor in any such proceeding or the appointment of any possession) and such trustee or receiver;Tenant transfers Tenant's interest hereunder, then Landlord shall receive, as Additional Rent, the difference between the rent (or any other consideration) paid in connection with such assignment or sublease and the rent payable by Tenant hereunder; or (e) Any material representation or warranty expressly contained in the Lease made by Tenant shall have been false or misleading as of the date such representation or warranty was made.

Defaults. Each of the following shall constitute a default under this Note (a "Default"): Failure by Borrower 15.1 If Licensee fails to make any payment due under hereunder, (a) Licensee shall pay interest on the unpaid balance thereof from and including the date such payment becomes due until the date the entire amount is paid in full at a rate equal to the prime rate being charged in New York, New York, by Citibank, N.A. as of the close of business on the date the payment first becomes due plus percent ( %), and (b) if such default shall continue uncured for a period of fifteen (15) days thereafter, Licensor shall have the right to terminate this Note Agreement forthwith by written notice thereof to Licensee. If Licensee discontinues the manufacture and distribution of Articles for a period of sixty (60) or under more days, if it exports Articles from the Territory or if it defaults on any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty obligation which is secured by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate a security interest in any material respect when made; Articles, Licensor shall have the right to terminate this Agreement forthwith by written notice thereof to Licensee. If Licensor fails or failure if Licensee otherwise fails to perform any of the terms, conditions, agreements or covenants in this Agreement on its part to be performed and (i) such default is not curable, or (ii) such default is curable but continues uncured for a period of fifteen (15) days after notice thereof has been given to the defaulting party in writing by Borrower to comply the other party or (iii) such Confidential Treatment Requested - Portions filed seperately with the provisions of any other covenantCommission. default is curable, obligation or term of this Note or any other agreement with Lender or but not within fifteen (15) days, and the Prior Intercreditor Lenders; Failure by Borrower defaulting party is not diligently taking all steps necessary to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after cure 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 ofdefault as promptly as practicable, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payableother party, or required to be prepaidat its sole election, prior may terminate this Agreement forthwith by written notice thereof to the stated maturity date thereof; provided, however, defaulting party. (a) In the event that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, Licensee files a petition in bankruptcy, is adjudicated a bankrupt or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy if filed against it or it becomes insolvent or bankruptmakes an assignment for the benefit of its creditors or a custodian, petitions to any court for a receiver or trustee is appointed for Borrower it or a substantial portion of its business or assets, this Agreement shall terminate automatically and forthwith. (b) No assignee for the benefit or creditors, custodian, receiver, trustee in bankruptcy, sheriff or any substantial part other officer of its propertythe court or official charged with taking over custody of Licensee's assets or business shall have any right to continue this Agreement or to exploit or in any way use the Licensed Xxxx if this Agreement terminates pursuant to paragraph 15.2 (a) above. (c) Notwithstanding the provisions of paragraph 15.2 (b) above, commences any proceeding relating in the event that, pursuant to the arrangementBankruptcy Code or any amendment or successor thereto (the "Code"), readjustmenta trustee in bankruptcy of Licensee or Licensee, reorganization as debtor, is permitted to assume this Agreement and does so and, thereafter, desires to assign this Agreement to a third party, which assignment satisfies the requirements of the Code, the trustee or liquidation under Licensee, as the case may be, shall notify Licensor of same in writing. Said notice shall set forth the name and address of the proposed assignee, the proposed consideration for the assignment and all other relevant details thereof. The giving of such notice shall be deemed to constitute the grant to Licensor of an option to have this Agreement assigned to it or to its designee for such consideration, or its equivalent in money, and upon such terms as are specified in the notice. The aforesaid option may be exercised only by written notice given to the trustee or licensee, as the case may be, by Licensor within fifteen (15) days after Licensor's receipt of the notice from such party, or within such shorter period as may be deemed appropriate by the court in the bankruptcy proceeding. If Licensor fails to give its notice to such party within the said exercise period, such party may complete the assignment referred to in its notice, but only if such assignment is to the entity named in said notice and for the consideration and upon the terms specified therein. Nothing contained herein shall be deemed to preclude or impair any rights which Licensor may have as a creditor in any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;proceeding.

Defaults. Each 1. After this contract comes into force, both Borrower and Lender shall perform their obligations under this contract. Either party who fails to perform or fails to fulfill its obligations under this contract, shall bear corresponding responsibilities for its defaults. 2. If Borrower fails to perform any provision of this contract, then Lender has the right to take one or more of the following shall constitute measures: (A) May cure the defaults within a default definite time; (B) May stop releasing the unreleased loan under this Note contract; (a "Default"): Failure by Borrower to make any payment C) May unilaterally decide the early due under of debt in whole or in part; (D) May unilaterally terminate this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of any other covenantcontract, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by require Borrower to pay when off loan principal and interest whether due or undue, and pay or compensation for the relevant costs; (E) If the loan is overdue, then Borrow may require Borrower to pay the penalty interest for overdue; if Borrower misuses loan, then Lender may require Borrower to pay the penalty interest for misuse; Lender may require Borrow to pay compound interest for unpaid interest; (F) May require Borrower to add or replace guarantees, mortgage, pledge/pledge right; (G) May carry out or achieve any other indebtedness or obligations rights under the guarantee in excess respect of fifty thousand dollars loan; ($50,000H) which shall continue after the applicable grace period, if any, specified in the agreement relating to such indebtedness or obligation; failure May withhold and collect loan principal and interest from any accounts opened by Borrower in Lender’s bank (except for those public welfare accounts, such as public accumulation fund, labor union fees,), or entrust deposit bank of Borrower account to comply withhold and collect loan principal and interest from such accounts, including but not limited to, loan principal and interest, the costs stipulated in this contract. If the sums in such account and loan are in different currencies, Lender is entitled to pay off loan principal and interest by conversion such sum into loan currency at the listed price for Lender to buy foreign exchange on the date Lender makes withholding and collection. (I) If Lender files litigation or arbitration to require Borrower to pay off loan principal and interest, then Borrower shall bear the costs incurred by Lender in achieving creditor’s right.; (J) Lender is entitled to seize or lien Borrower’s any movable or immovable, tangible or intangible property under the control and possession of Lender, or take other measures that Lender may deem appropriate; (K) Other measures provided under laws and regulations or this contract or that Lender may deem appropriate. 3. If Borrower suffers loss as a result of Lender’s failure to provide loan in accordance with the provisions date and amount as agreed, Lender shall compensate Borrower for the direct economic losses arising therefrom. However, in no case Lender shall hold any compensation responsibility for any foreseeable or unforeseeable indirect losses suffered therefrom by Borrower. 4. If the guarantor (namely the warrantor or mortgagor or plxxxxx) under this contract commits one of any other covenantthe following acts, obligation or term then Lender has the right to take measures in accordance with paragraph 2 of any agreement relating this Article: (A) The guarantor fails to such indebtedness or obligation which shall continue after perform the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerateguarantee contract, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payableguarantor’s credit deteriorates, or required the occurrence of events which weaken the guarantee ability; (B) The mortgagor fails to perform mortgage contract, or mortgagor intentionally damages mortgage, or the value of mortgage may be prepaidor has been significantly reduced, or other events that may jeopardize the mortgage rights of Lender; (C) The plxxxxx xails to perform pledge contract, or the value of pledge has been or may be significantly reduced, or the pledge rights must be exercised prior to loan settlement, or other events that may jeopardize the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule pledge right of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Lender.

Defaults. Each The occurrence of any one or more of the following shall constitute a default an "Event of Default" under this Note (a "Default"): Failure by Borrower to make Lease: 17.1.1 Tenant does not pay in full when due any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note installment of Rent or any other agreement with Lender charge or payment whether or not herein included as Rent, and such failure to pay is not cured within ten (10) days following Tenant's receipt of notice from Landlord thereof (it being agreed that Landlord's xxxx for Rent sent in the Prior Intercreditor Lenders ordinary course of business shall 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 not constitute notice for purposes of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereofsubsection); provided, however, that Landlord shall only be obligated to give Tenant notice of failure to pay Rent two (2) times during any twelve (12) consecutive calendar months. Thereafter, for the existing defaults listed duration of such twelve (12) calendar months, Tenant shall be in default upon Tenant's failure to pay in full, within ten (10) days after due, any installment of Rent, without benefit of such notice. 17.1.2 Tenant violates or fails to perform or otherwise breaks any covenant, agreement or condition contained in this Lease, other than those specifically addressed elsewhere in this Section 17.1, or any other obligation of Tenant to Landlord, and such violation or failure continues for thirty (30) days after receipt of notice thereof from Landlord, provided that if such violation or failure is not susceptible of being cured or corrected within the aforesaid thirty (30) day period, then if Tenant shall have commenced such cure within the aforesaid thirty (30) day period and diligently and continuously prosecutes same to completion, Tenant shall have such additional time as Tenant may reasonably require to complete such cure, unless, Landlord reasonably determines that such additional time would materially jeopardize the Premises, the Property or any tenants of the Building, in which event Landlord may require Tenant to complete such cure within the aforesaid thirty (30) day period. 17.1.3 Tenant does not occupy the Premises within sixty (60) days after the Lease Commencement Date. 17.1.4 Tenant removes or attempts to remove Tenant's property from the Premises other than in the Schedule ordinary course of Exceptions attached hereto business or upon termination of this Lease, without having first paid to Landlord in full all Rent and any other charges that may have become due; provided however, that so long as Schedule 2 Tenant is current in its obligations to pay Rent and other charges that may be due, such removal or attempt to remove shall not constitute an Event of Default. 17.1.5 Tenant becomes the subject of commencement of an involuntary case under the federal bankruptcy law as now or hereafter constituted, or there is filed a Default so long petition against Tenant seeking reorganization, arrangement, adjustment or composition of or in respect of Tenant under the federal bankruptcy law as now or hereafter constituted, or under any creditor involved in other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar official) of Tenant or any substantial part of the property of either Tenant or seeking the winding-up or liquidation of its affairs and such defaults takes no further actions and exercises no further remedies involuntary case or petition is not stayed or dismissed within sixty (60) days after the filing thereof, or if Tenant commences a voluntary case or institutes proceedings to collect on be adjudicated a bankrupt or insolvent, or consents to the obligations involved and institution of bankruptcy or insolvency proceedings against it, under the Company otherwise remains in compliance with all federal bankruptcy laws as now or hereafter constituted, or any other provisions applicable federal or state bankruptcy, reorganization or insolvency or other similar law, or consents to the appointment of this Note and all or taking possession by a receiver or liquidator or assignee, trustee, custodian, sequestrator (or other agreements with Lender and the Prior Intercreditor Lenders; Borrower similar official) of Tenant or of any substantial part of its property, or makes a general any assignment for the benefit of creditors, files or admits in writing its inability to pay its debts generally as they become due, or fails to generally pay its debts as they become due, or if Tenant takes any action in contemplation of any of the foregoing. 17.1.6 Any guarantor of Tenant hereunder becomes the subject of commencement of an involuntary case under the federal bankruptcy law as now or hereafter constituted, or there is filed a petition against any guarantor of Tenant hereunder seeking reorganization, arrangement, adjustment or composition of or in respect of any guarantor of Tenant hereunder under the federal bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or seeking the appointment of a receiver, liquidator or assignee, custodian, trustee, sequestrator (or similar official) of any guarantor of Tenant hereunder or any substantial part of the property of any guarantor of Tenant hereunder, or seeking the winding-up or liquidation of its affairs and such involuntary case or petition is not stayed or dismissed within sixty (60) days after the filing thereof, or if any guarantor of Tenant hereunder commences a voluntary case or institutes proceedings to be adjudicated insolvent a bankrupt or bankruptinsolvent, petitions or consents to the institution of bankruptcy or insolvency proceedings against it, under the federal bankruptcy laws as now or hereafter constituted, or any court for other applicable federal or state bankruptcy, reorganization or insolvency or other similar law, or consents to the appointment of or taking possession by a receiver or trustee for Borrower liquidator or assignee, trustee, custodian, sequestrator (or other similar official) of any guarantor of Tenant hereunder or of any substantial part of its property, commences or makes any proceeding relating assignment for the benefit of creditors, or admits in writing its inability to the arrangementpay its debts generally as they become due, readjustmentor fails to generally pay its debts as they become due, reorganization or liquidation under if any bankruptcy or similar laws; there is commenced against Borrower guarantor of Tenant hereunder takes any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence action in any such proceeding or the appointment contemplation of any such trustee of the foregoing. 17.1.7 Tenant fails to deliver a requested estoppel statement within the time period required following Landlord's second request for same pursuant to Section 26.2 below. 17.1.8 Tenant or receiver;Subtenant makes an assignment of its rights under this Lease or enters into any sublease (or purports to do so) in violation of the terms of Section 12, above.

Defaults. Each If on the Closing Date or any Option Closing Date, as the case may be, any of the following Underwriters shall constitute a default under this Note (a "Default"): Failure fail or refuse to purchase Firm Shares or Additional Shares, as the case may be, which it has agreed to purchase hereunder on such date, and the aggregate amount of Firm Shares or Additional Shares, as the case may be, that such defaulting Underwriter(s) agreed but failed or refused to purchase does not exceed 10% of the total number of Shares to be purchased on such date by Borrower to make any payment due under this Note or under any other agreement with Lender or all of the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders Underwriters, each non-defaulting Underwriter shall be false obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or inaccurate in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, that any material respect when made; or failure Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 9 by Borrower to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations an amount in excess of fifty thousand dollars one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If, on the Closing Date or on the Option Closing Date, as the case may be, any of the Underwriters shall fail or refuse to purchase the Firm Shares or the Additional Shares, as the case may be, with respect to which such default exceeds 10% of such total number of the Shares to be purchased on such date by all Underwriter(s) and arrangements satisfactory to the other Underwriter(s) and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter(s) or the Company, except as otherwise provided in this Section 9. In any such case that does not result in termination of this Agreement, the Underwriters or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for not longer than seven ($50,0007) which shall continue after days, in order that the applicable grace periodrequired changes, if any, specified in the agreement relating to such indebtedness Registration Statement and the Prospectus or obligation; failure by Borrower to comply with the provisions any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any 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 default by any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of Underwriter under this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Agreement.

Defaults. Each (a) Time is of the following essence of this Lease. Tenant shall constitute a be in default under this Note Lease if (i) Tenant violates or breaches or fails to keep or perform any covenant, term or condition of this Lease, or (ii) Tenant or any guarantor of Tenant's obligations under this Lease (a "DefaultGuarantor"): Failure by Borrower to make any payment due under this Note ) files or under any other agreement with Lender is the subject of a petition in bankruptcy, or the Prior Intercreditor Lenders; any representation (iii) a trustee or warranty by Borrower under this Note receiver is appointed for Tenant's or any other agreement with Lender Guarantor's assets, or the Prior Intercreditor Lenders shall 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 (iv) Tenant or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower Guarantor makes a general an assignment for the benefit of creditors, files or (v) Tenant vacates or abandons the Premises. If the default under (i) above is the nonpayment of rent, additional rent or any other sum payable by Tenant under this Lease, Tenant shall have three (3) days after written notice to cure the default. If the default under (i) above is something other than nonpayment of rent, additional rent or any other sum payable by Tenant under this Lease, Tenant shall have ten (10) days following receipt of written notice from Landlord within which to cure any such default; provided, if the nature of the default is such that the same cannot reasonably be cured within such ten (10) day period, the cure period shall be extended for so long as may be reasonably necessary to cure the default so long as Tenant commences the cure within the initial ten (10) day period, thereafter diligently prosecutes the cure to completion in good faith, and furnishes Landlord with such assurances and indemnities as Landlord may reasonably require to insure completion thereof and fully and completely protect Landlord from any loss or liability resulting from any such default or any delay by Tenant in curing the default. The foregoing notices and cure periods include, and are not in addition to, any notices and cure periods otherwise required by RCW 59.12, as now or hereafter amended, or any legislation in substitution therefor. Landlord shall use commercially reasonable efforts to mitigate its losses. (b) If a petition default is not cured within the applicable cure period, if any, Landlord shall have the following rights and remedies, at its option which shall not be exclusive, but shall be cumulative and in bankruptcy, is adjudicated insolvent or bankrupt, petitions addition and supplemental to any court for a receiver and all other rights and/or remedies that Landlord may have at law or trustee for Borrower if equity: (1) to declare the term hereof ended and to reenter the Premises and take possession thereof and remove all persons therefrom, and Tenant shall have no further claim thereon or hereunder; or (2) without declaring this Lease terminated, to reenter the Premises and occupy the whole or any substantial part thereof for and on account of Tenant and to collect any unpaid rentals and other charges, which have become payable, or which may thereafter become payable; or (3) even though it may have reentered the Premises, to thereafter elect to terminate this Lease and all of the rights of Tenant in or to the Premises. If Landlord reenters the Premises under option (2) above, Landlord shall not be deemed to have terminated this Lease or the liability of Tenant to pay any rental or other charges thereafter accruing, or to have terminated Tenant's liability for damages under any of the provisions hereof, by any such reentry or by any action, in unlawful detainer or otherwise, to obtain possession of the Premises, unless Landlord shall have notified Tenant in writing that it has so elected to terminate this Lease, and Tenant further covenants that the service by Landlord of any notice pursuant to the unlawful detainer statutes and the surrender of possession pursuant to such notice shall not (unless Landlord elects to the contrary at the time of or at any time subsequent to the serving of such notices and such election is evidenced by written notice to Tenant) be deemed to be a termination of this Lease. In the event of any entry or taking possession of the Premises, Landlord shall have the right, but not the obligation, to remove therefrom all or any part of its property, commences any proceeding relating the personal property located therein and may place the same in storage at a public warehouse at the expense and risk of Tenant. (c) If Landlord elects to terminate this Lease pursuant to the arrangementprovisions of options (1) or (3) in subparagraph b above, readjustmentLandlord may recover from Tenant as damages, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period the following: (i) the worth at the time of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment award of any unpaid rental which had been earned at the time of such trustee termination; plus (ii) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rental for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease, including, but not limited, any costs or receiver;expenses incurred by Landlord in (1) retaking possession of the Premises, including reasonable attorneys' fees therefor, (2) maintaining or preserving the Premises after such default, (3) preparing the Premises for reletting to a new tenant, including repairs or alterations to the Premises for such reletting, (4) leasing commissions, and (5) any other costs necessary or appropriate to relet the Premises; plus (v) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of Washington. As used in items (i) and (ii) above, the "worth at the time of award" is computed by allowing interest at the interest rate specified in Section 4.4 hereof. As used in item (iii) above, the "worth at the time of award" is computed by using a discount rate of five percent (5%). Landlord shall use commercially reasonable efforts to mitigate its losses. (d) For all purposes of this Section 15.1 only, the term "rental" shall be deemed to be the minimum rental and all additional rent and other sums required to be paid by Tenant pursuant to the terms of this Lease. All such sums, other than the minimum rental, shall, for the purpose of calculating any amount due under the provisions of subparagraph (iii) above, be computed on the basis of the average monthly amount thereof accruing during the immediately preceding twelve (12) month period, except that if it becomes necessary to compute such rental before such a twelve (12) month period has occurred then such rental shall be computed on the basis of the average monthly amount hereof accruing during such shorter period.

Defaults. Each Tenant agrees that any one or more of the following events shall constitute be considered Events of Default: A. Tenant is adjudged an involuntary bankrupt, or a decree or order approving a petition or answer filed against Tenant asking for reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed within 60 days. B. Tenant files, or admits the 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 Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition, or extension. C. Tenant makes an assignment for the benefit of creditors or applies for or consents to the appointment of a receiver for Tenant or any of the property of Tenant. D. Tenant admits in writing its inability to pay its debts as they become due. E. The Premises are levied on by any revenue officer or similar officer. F. A decree or order appointing a receiver of the property of Tenant is made, and such decree or order shall not have been vacated, stayed, or set aside within 60 days. G. Tenant defaults in any payment of Rent when due, and the default continues for 5 days (provided that such cure period shall apply only two (2) times in each consecutive twelve month period). H. Tenant defaults in securing insurance or in providing evidence of insurance as required in Section 9. I. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant’s interest in this Sublease, except as otherwise expressly permitted in this Sublease. J. Tenant by its act or omission to act causes a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or Prime Lease, and such default, if curable, is not cured within the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace periodtime, if any, specified in permitted for cure under the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereofPrime Lease; provided, however, that Landlord may cure any such default prior to the existing expiration of such cure period if necessary to protect Landlord’s interests under the Prime Lease or to prevent injury or damage to persons or property. Tenant shall reimburse Landlord promptly upon demand for all costs incurred by Landlord in curing such default, or Landlord may, at its option, add such amounts to the next payment of Rent due hereunder. K. Tenant defaults listed in any of the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved other agreements contained in such defaults takes no further actions and exercises no further remedies this Lease to collect on the obligations involved be performed by Tenant, and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lendersdefault continues for 30 days after notice; Borrower makes a general assignment for the benefit of creditorsprovided, files a petition in bankruptcyhowever, is adjudicated insolvent or bankrupt, petitions to that Landlord may cure any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating such default prior to the arrangementexpiration of such cure period if necessary to protect Landlord’s interests under the Prime Lease or to prevent injury or damage to persons or property. Tenant shall reimburse Landlord promptly upon demand for all costs incurred by Landlord in curing such default, readjustmentor Landlord may, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any at its option, add such proceedings which remain undismissed for a period amounts to the next payment of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment Rent due hereunder. L. The occurrence of any such trustee other event or receiver;circumstance denominated an “event of default” in this Sublease.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note an Event of Default hereunder: (a "Default"): Failure a) the Fund shall fail to pay to Financial Security when due any amount payable by Borrower to make any payment due under this Note the Fund hereunder or under any other agreement with Lender Fund Document; (b) any default by the Fund in its performance of any covenant contained herein (other than as set forth in Section 2.04(b), (e) or (f) hereof) and such default shall continue for at least 30 days after written notice thereof by Financial Security to the Fund requesting that such default be cured if such default would, in the reasonable judgment of Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the Prior Intercreditor Lenders; practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Custody Agreement or the Certificate or otherwise with respect to the Preferred Stock; (c) any material representation or warranty made by Borrower under this Note the Fund herein or any other agreement with Lender or the Prior Intercreditor Lenders in connection herewith shall prove to be false or inaccurate incorrect in any material respect when made; made or deemed made if such breach would, in the reasonable judgment of Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Custody Agreement or the Certificate or otherwise with respect to the Preferred Stock; (d) any failure by Borrower the Fund to comply with maintain Eligible Portfolio Assets having a Surety Assets Value at least equal to the provisions of Surety Assets Coverage, which failure is not cured within eight Business Days; (e) any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 covenantFund, obligation on or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; providedsix months prior to the Stated Termination Date of the Surety Bond, however, to either (A) obtain from Financial Security an extension to the term of the Surety Bond or (B) obtain notice in writing from each of Moody's and S&P that termination of the Surety Bond will nxx xxxxrsely affect the then outstanding ratings of the Preferred Stock; (f) the Internal Revenue Service makes a final determination that the existing defaults listed Fund does not qualify for any taxable year for exemption from federal income taxation and such determination would, in the Schedule reasonable judgment of Exceptions attached hereto Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Custody Agreement or the Certificate or otherwise with respect to the Preferred Stock; (g) the Fund commences a voluntary case concerning it under Title 11 of the United States Code entitled "Bankruptcy" as Schedule 2 shall now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commented against the Fund under any the Bankruptcy Code and relief is ordered against the Fund or the petition is controverted but is not constitute dismissed within 60 days after the commencement of the case; or the Fund is not generally paying its debts as such debts become due; or a Default so long custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Fund; or a decree or order is entered by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Fund in any creditor involved in such defaults takes no further actions insolvency, readjustment of debt, marshalling of assets and exercises no further remedies to collect on liabilities, or similar proceeding, or for the obligations involved winding up or liquidation of the affairs of the Fund, and the Company otherwise remains continuance of any such decree or order unstayed and in compliance with effect for a period of 60 consecutive days; or the Fund consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceeding, or relating to the Fund or of or relating to substantially all other provisions of this Note and all other agreements with Lender and its property; or the Prior Intercreditor Lenders; Borrower Fund 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 action is taken by the Fund for the purpose of effecting any of the foregoing; (h) the Fund shall have denied that it has any or further liability or obligation under any Fund Document, or the Preferred Stock or any governmental agency or authority shall find or rule that any Fund Document or the Preferred Stock are not valid or binding on the Fund, if such denial, finding or ruling would, in the reasonable judgment of Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or the Preferred Stock or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Certificate or otherwise with respect to the Preferred Stock; (i) the Fund shall fail to perform or observe any of its propertycovenants or agreements set forth in, commences or to take any proceeding relating action required by, Section 2.04(e) or (f) hereof; or (j) the failure by the Fund to make a payment of dividend or redemption price when due on the arrangement, readjustment, reorganization Preferred Stock or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for to declare a period of sixty (60) days; or Borrower dividend on the Preferred Stock when contemplated by any act indicates its consent or acquiescence in any such proceeding the Certificate and not prohibited by applicable corporate law or the appointment of any such trustee or receiver;Investment Company Act.

Defaults. Each 12.1 In the event that (i) Lessee shall fail to pay the Base Rent or any other Amount Due for more than ten (10) days after its due date, or (ii) Lessee shall fail to comply with any of the terms, covenants, conditions, or agreements herein contained or any of the rules and regulations now or hereafter established for the government of the Building and such failure to comply continues for thirty (30) days after Lessor's written notice to Lessee thereof, or (iii) Lessee shall fail for more than thirty (30) days after written notice thereof from Lessor to Lessee to comply with any term, provision, condition or covenant of any other agreement between Lessor and Lessee; then Lessor shall have the option, but not the obligation, to do any one or more of 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 constitute 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 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, recover forthwith as damages a sum of money equal to the total of (a) the cost of recovering the Premises (including, without limitation, reasonable attorneys' fees and cost of suit), (b) the unpaid rent earned at the time of termination, plus late charges and interest thereon at the rate specified in paragraph 2.2 hereof, (c) the present value (discounted at the rate of 8% per annum) of the balance of the rent for the remainder of the Lease Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period, and (d) any other sum of money and damages owed by Lessee to Lessor. 12.1.2 Without terminating this Lease, retake possession of the Premises and rent the Premises, or any part thereof, for such term or terms and for such rent and upon such conditions as Lessor may, in its sole discretion, think best, making such changes, improvements, alterations, and repairs to the Premises as may be required. All rent received by Lessor from any reletting shall be applied first to the payment of any indebtedness other than rent due hereunder from Lessee; second, to the payment of any costs and expenses of the reletting, including but not limited to brokerage fees, attorneys' fees and costs of such changes, improvements, alterations, and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Lessor and applied in payment of future rent or damage as they may become due and payable hereunder. If the rent received from the reletting during the Lease Term is at any time insufficient to cover the costs, expenses, and payments enumerated above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on demand. 12.1.3 Correct or cure the default and recover any amount expended in so doing, together with interest thereon until paid. 12.1.4 Recover any and all costs incurred by Lessor resulting directly or, indirectly, from the default, including but not limited to reasonable attorneys' fees. 12.2 In the event of a default under this Note (a "Default"): Failure Lease by Borrower Lessee, Lessor shall be entitled to make all equitable remedies, including, without limitation, injunction and specific performance. 12.3 Pursuit of any payment due under this Note or under of the remedies herein provided shall not preclude the pursuit of any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note remedies herein provided or any other agreement with Lender remedies provided at law or in equity. Failure by Lessor to enforce one or more of the Prior Intercreditor Lenders remedies herein provided shall not be false deemed or inaccurate in any material respect when made; or failure by Borrower construed to comply with the provisions constitute a waiver of any other covenantdefault, obligation or term of this Note or any other agreement with Lender violation or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 breach of any other covenantof the terms, 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 accelerateprovisions, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;covenants herein contained.

Defaults. Each Time is the essence hereof, and in the event Tenant shall violate or breach or fail to keep or perform any convenant agreement, term or condition of this Lease, and if such default or violation shall continue or shall not be remedied within three (3) days (or, if no default in the rental is involved, within ten (10) after notice in writing thereof is given by Landlord to tenant, specifying the matter claimed to be in default, or if Tenant shall abandon or vacate the Premises or any portion thereof. Landlord, at its option, may immediately declare Tenant's rights under this lease terminated, and reenter the Premises using such force as may be necessary, and repossess itself thereof, as of its former estate, and remove all persons and property from the Premises. Notwithstanding any such reentry, the liability of Tenant for the full rental provided for herein shall not be extinguished for the balance of this Lease, and Tenant shall make good to Landlord any deficiency arising from a reletting of the following Premises at a lesser rental, plus the costs and expenses of renovating, altering and reletting the Premises, including attorneys fees or brokers fees incident to Landlord's reentry or reletting. Tenant shall constitute a default under this Note (a "Default"): Failure pay any such deficiency each month as the amount thereof is ascertained by Borrower Landlord or, at Landlord may recover, in addition to make any payment due under this Note or under any other agreement with Lender sums, the amount at the time of judgment by which the unpaid rental for the balanced for the term after the judgment exceeds the amount of rental loss which Tenant proves could be reasonably avoided, discounted at the rate or seven percent (7%). In reletting the Prior Intercreditor Lenders; any representation Premises, Landlord may grant rent concessions and Tenant shall not be credited therefor. Nothing herein shall be deemed to affect the right of Landlord to recover for indemnification under Section 18 herein arising prior to termination of this Lease, or warranty by Borrower under this Note or for any other agreement with Lender remedy at law or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;equity.

Defaults. Each of the following Tenant shall constitute a be in material default under this Note Lease: (a "Default"): Failure by Borrower a) If Tenant abandons or vacates the Premises or if such abandonment or vacation of the Premises results in the cancellation of any insurance described in Section 4.6; (b) If Tenant fails to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note pay rent or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or charge required to be prepaidpaid by Tenant within ten (10) days of when due; (c) If Tenant fails to perform any of Tenant's nonmomenetary obligations under this Lease for a period of fifteen (15) days after written notice from Landlord; provided that if more time is required to complete such performance, Tenant shall not be in default if Tenant commences such performance within the fifteen (15) day period and thereafter diligently pursues its completion. However, Landlord shall not be required to give such notice if Tenant's failure to perform constitutes a non-curable breach of this Lease. The notice required by this Paragraph is intended to satisfy any and all notice requirements imposed by law on Landlord prior to the stated maturity date thereof; provided, however, that the existing defaults listed commencement of an unlawful detainer action and is not in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as addition to any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower requirement; (i) If Tenant makes a general assignment or general arrangement for the benefit of creditors, files ; (ii) if a petition in bankruptcy, is adjudicated insolvent for adjudication of bankruptcy 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 rearrangement is filed by or similar lawsagainst Tenant and is not dismissed within thirty (30) days; there (iii) if a trustee or receiver is commenced against Borrower any such proceedings which remain undismissed for a period appointed to take possession of sixty substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease and possession is not restored to Tenant within thirty (6030) days; or Borrower by (iv) if substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease is subjected to attachment, execution or other judicial seizure which is not discharged within thirty (30) days. If a court of competent jurisdiction determines that any act indicates its consent of the acts described in this subparagraph (d) is not a default under this Lease, and a trustee is appointed to take possession (or acquiescence if Tenant remains a debtor in any such proceeding or the appointment of any possession) and such trustee or receiver;Tenant transfers Tenant's interest hereunder, then Landlord shall receive, as Additional Rent, the difference between the rent (or any other consideration) paid in connection with such assignment or sublease and the rent payable by Tenant hereunder.

Defaults. Each The occurrence of any of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any ) hereunder: (a) if Tenant defaults in the payment due under this Note of rent (whether Base Rent or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Additional Rent) or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or sum required to be prepaidpaid pursuant to this Lease and if the default is not remedied within five (5) days after written notice thereof by Landlord to Tenant; (b) if Tenant defaults in the prompt and full performance of any term, prior to covenant or provisions of this Lease (except the stated maturity date thereofother subparagraphs of this Section 13.1) and if such default is not remedied within twenty (20) days after notice thereof by the Landlord; provided, however, that if such default is susceptible of being cured but cannot by its nature be cured within twenty (20) days, then Tenant shall have such longer period as is reasonably necessary to cure such default provided Tenant has promptly commenced and is diligently pursuing such cure; or (c) if the existing defaults listed leasehold interest of Tenant is levied upon under execution or is attached under process of law, which levy or attachment continues for a period of thirty (30) days; or (d) if Tenant shall generally not pay its debts as they become due or shall admit in the Schedule of Exceptions attached hereto as Schedule 2 writing its inability to pay its debts or shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes make a general assignment for the benefit of creditors; or (e) if Tenant shall commence any case, files a petition in proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to bankruptcy, is adjudicated insolvent insolvency, reorganization or bankruptrelief of debtors, petitions or seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of its property; or (f) if any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against Tenant as debtor or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any court law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for a receiver or trustee Tenant for Borrower all or any substantial part of its property, commences any and such case, proceeding relating to or other action (i) results in the arrangement, readjustment, reorganization entry of an order for relief against Tenant which is not fully stayed within seven (7) days after the entry thereof or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain (ii) remains undismissed for a period of sixty thirty (6030) days; or (g) if Tenant shall vacate or Borrower abandon the Leased Premises during the Term and is not paying rent or fail to take possession of the Leased Premises within thirty (30) days after the Leased Premises are available for occupancy (the transfer of a substantial part of the operations, business and personnel of the Tenant previously located at the Leased Premises to another location without replacement of same with other operations permitted by any act indicates its consent the terms of this lease, being deemed, without limiting the meaning of the term "vacates or acquiescence in any such proceeding abandons," to be a vacation or abandonment within the appointment meaning of any such trustee this subsection (g)), whether or receiver;not Tenant thereafter continues to pay rent under this Lease.

Defaults. Each Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. If Tenant fails to pay rent when due, or perform any provision of this Lease, after not less than three (3) days written notice of such default given in the following shall constitute a manner required by law, the Landlord, at his or her option, may terminate all rights of Tenant, unless Tenant, within said time, cures such default under this Note within 5 days (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or obligation within 10 days) after written notice of such default is provided by Landlord to Tenant. When deemed necessary, Landlord may also elect to cure such default and the Prior Intercreditor Lenders cost of such action shall be false added to Tenant’s financial obligations under this Lease. All sums of money 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or charges required to be prepaidpaid by Tenant under this Lease shall be additional rent, prior whether or not such sums or charges are designated as “additional rent”. The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. If Tenant abandons or vacates the stated maturity date thereof; providedproperty while in default of the payment of rent, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as Landlord may consider any creditor involved in such defaults takes no further actions and exercises no further remedies to collect property left on the obligations involved premises to be abandoned and may dispose of the Company otherwise remains same in compliance with all other provisions of this Note and all other agreements with Lender and any manner allowed by law. In the Prior Intercreditor Lenders; Borrower makes event the Landlord reasonably believes that such abandoned property has no value, it may be discarded. All property on the premises will be subject to a general assignment lien for the benefit of creditorsthe Landlord securing the payment of all sums due, 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 arrangementmaximum extent allowed by law. In the event of a default by Tenant, readjustmentLandlord may elect to: (a) continue the lease in effect and enforce all its rights and remedies, reorganization including the right to recover the rent as it comes due, provided that Landlord’s consent to assignment or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) dayssubletting by the Tenant will not be unreasonably withheld; or Borrower (b) at any time, terminate all of Tenant’s rights and recover from Tenant all damages it may incur by any act indicates its consent reason of the breach of the lease, including the cost of recovering the premises, and including the worth at the time of such termination, or acquiescence in any at the time of an award if suit to be instituted to enforce this provision, of the amount by which the unpaid rent for the balance of the term exceeds the amount of such proceeding or rental loss which the appointment of any such trustee or receiver;Tenant proves could be reasonably avoided.

Defaults. Each 17.01 If (i) Tenant shall default in the payment of Rent as and when due hereunder, (ii) Tenant shall default in fulfilling any other obligation, provision, condition or covenant of this Lease. and such default shall continue for a period of thirty (30) days after written notice thereof from Landlord specifying such default, (iii) the Demised Premises shall become vacant or deserted, (iv) any natural person who is liable on any guaranty of any obligation of Tenant under this Lease shall die or become permanently disabled, or (v) any execution or attachment shall be issued against Tenant or any of its property whereupon the Demised Premises shall be taken or occupied or attempted to be taken or occupied by some one other than Tenant and the same shall not be bonded or dismissed or discharged as promptly as may be under circumstances then, and in any such event, Landlord may give ten (10) days notice of intention to end the Term, and then upon the expiration of said ten (10) days, the Term shall expire as fully and completely as if that day were the day definitely fixed herein for the expiration of the following Term, and Tenant shall constitute a default under this Note (a "Default"): Failure by Borrower quit and surrender the Demised Premises to make any payment due under this Note or under any other agreement with Lender or Landlord, but Tenant shall remain liable as hereinafter provided. 17.02 If the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or notices provided in the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace periodabove paragraph, if any, specified shall have been given and the Term shall expire as aforesaid, then Landlord may, pursuant to legal process, if any be applicable, re-enter the Demised Premises, either by force or otherwise, and dispossess Tenant and the legal representatives of Tenant, or other occupants of the Demised Premises, by summary proceeding or otherwise, and remove their effects and hold the Demised Premises as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. 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 such condition as Landlord may determine is advisable or necessary good order for re-rental, (ii) Landlord may re-let the agreement relating Demised Premises or any part or parts thereof, either in its own name or otherwise, for a term or terms which may, at its option, be shorter or longer than the period which would otherwise have constituted the remainder of the Term of this Lease to such indebtedness extent as Landlord, in Landlord's reasonable judgment, considers advisable and necessary to re-let the same; and (iii) Tenant, or obligation; failure by Borrower to comply with its successors, shall also pay Landlord, any deficiency between the provisions of any other covenantRent, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after and the applicable grace periodnet amount, if any, specified in such agreement if of the effect rents collected on account of such failure is the lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the remainder of the Term together with the full amount of any tenant improvement allowances provided by Landlord to accelerate, or permit the acceleration ofTenant, the due date full value of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment tenant improvements made by Landlord for the benefit of creditorsTenant, files and the sum of any leasing commissions paid by Landlord in connection with the Lease, each calculated without regard to principles of depreciation or amortization. Any such deficiency shall be paid in monthly installments on the first day of each calendar month, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a petition 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 bankruptcysuch event Tenant shall pay to Landlord on demand in lieu of any further such deficiency, is adjudicated insolvent as liquidated damages, a sum calculated as follows: the excess, if any, of (i) the aggregate Rent which would have been payable by Tenant under this Lease (conclusively presuming the Additional Rent to be at the same rate as was payable for the twelve (12) months immediately preceding such re-entry by Landlord) for the period commencing with the last date to which Rent was paid (less any such deficiency collected) and ending on the date set for the expiration of the Term had this Lease not been terminated or bankruptLandlord not re-entered the Demised Premises, petitions over (ii) the aggregate rental value of the Demised Premises for the same period, both discounted to their present value at four percent (4%) per annum. Nothing herein shall be construed as limiting the recovery by Landlord against Tenant of any court for a receiver sum or trustee for Borrower or any substantial part of its propertydamages to which, commences any proceeding relating in addition to the arrangementdeficiency or damages described above, readjustmentLandlord may be entitled by reason of any default of Tenant under this Lease prior to such re-entry. 17.05 Landlord, reorganization at its option, may make such alterations in the Demised Premises as in Landlord's judgment are advisable or liquidation necessary for the purpose of re-letting the Demised Premises, and the making of such alterations shall not operate or be construed to release Tenant from any liability hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof: Landlord shall have the 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 and all rights of redemption granted by or under any bankruptcy present or similar laws; there is commenced against Borrower future laws in the event of Tenant being evicted or dispossessed, for any such proceedings which remain undismissed for a period cause, or in the event of sixty (60) days; or Borrower Landlord obtaining possession of the Demised Premises by any act indicates its consent or acquiescence in any such proceeding or reason of the appointment violation by Tenant of any such trustee of the covenants and conditions of this Lease or receiver;otherwise. Landlord will use commercially reasonable efforts to mitigate its damages upon a default by Tenant under this Lease.

Defaults. Each Tenant agrees that any one or more of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders events shall be false considered events of default as said term is used herein: (a) The filing of a petition by or inaccurate in any material respect when madeagainst Tenant for adjudication as bankrupt or insolvent, for its reorganization or for the appointment of a receiver or trustee of Tenant's property; or failure an assignment by Borrower to comply with the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment Tenant for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent ; or bankrupt, petitions the taking of possession of the property of Tenant by any governmental officer or agency pursuant to any court statutory authority for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization dissolution or liquidation under of Tenant; (b) The Leased Premises are levied upon by any bankruptcy revenue officer or similar lawsofficer; there is or (c) Tenant shall vacate the Leased Premises or abandon the same during the term hereof; or (d) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced against Borrower 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 proceedings which remain undismissed default continues for a period of sixty fifteen (6015) daysdays after notice thereof in writing to Tenant; or Borrower by any act indicates its consent or acquiescence or (e) Tenant shall default in any monthly payments of rent required to be made by Tenant hereunder when due as herein provided; or (f) Tenant's failure to perform any other covenant or condition of this Lease within fifteen (15) days after written notice and demand, unless the failure is of such proceeding a character as to require more than fifteen (15) days to cure, in which event Tenant's failure to proceed diligently to cure such failure shall constitute an event of default. (g) In the event Landlord has given Tenant two or more notices under subparagraph (f) and Tenant again defaults in any of the appointment other covenants and agreements of any this Lease within one (1) year of giving of a notice under subparagraph (f), Landlord may proceed as listed below after giving five (5) days written notice of such trustee default whether or receiver;not such default continues after said notice.

Defaults. Each (a) If Borrower or any Intermediate Manager shall default in the performance or observance of any material term, covenant or condition of any Intermediate Management Agreement or any Property Management Agreement on the following shall constitute a default part of Borrower or any Intermediate Manager to be performed or observed, then, without limiting Lender’s other rights or remedies under this Note (a "Default"): Failure by the Loan Documents, and without waiving or releasing Borrower to make or Intermediate Manager from any payment due under this Note of its Obligations hereunder or under any other agreement with Intermediate Management Agreement or any Property Management Agreement, Lender shall have the right in the manner provided pursuant to an Assignment of Property Management Agreement, but shall be under no obligation, to pay any sums or to perform any act as may be appropriate to cause all of the material terms, covenants and conditions of such Property Management Agreement on the part of the Borrower or Intermediate Manager, as applicable, to be performed or observed. (b) If Borrower shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement or the Prior Intercreditor Lenders; Beverage Concession Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under the Loan Documents, and without waiving or releasing Borrower from any representation of its Obligations hereunder or warranty by Borrower under this Note or any other agreement with Lender Franchise Agreement or the Prior Intercreditor Lenders Beverage Concession Agreement, as applicable, Lender shall have the right in the manner provided pursuant to an Assignment of Franchise Agreement and the Assignment of Beverage Concession Agreement, as applicable, but shall be false under no obligation, to pay any sums or inaccurate in to perform any act as may be appropriate to cause all of the material respect when made; terms, covenants and conditions of such Franchise Agreement or failure by the Beverage Concession Agreement on the part of the Borrower to comply with the provisions of any other covenant, obligation be performed or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;observed.

Defaults. Each In case the purchaser commits default in observing the convenants herein within time, then and on such event this agreement shall stand terminated and all rights and claims of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or purchaser against the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 ofDeveloper, the due date of such indebtedness or obligation; or any such indebtedness or obligation Association, the premises and /or the said unit shall be declared to be due and payablestand extinguished. The said unit, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note undivided share and all other agreements with Lender rights and interest of the purchaser in the premises and every part thereof shall also stand forfeited and/or vested in the Developer and the Prior Intercreditor Lenders; Borrower makes a general assignment Developer shall be entitled to forfeit 10% of the total consideration mentioned herein, and the Developer shall also be entitled and/or transfer all rights and interest as aforesaid in his own favour and/or in favour of nominees without in anyway becoming liable to the purchaser. 13.1 Immediately upon termination or forfeiture as aforesaid the purchaser shall hand over vacant possession to the Developer of the said unit and all other parts in its possession of the premises and shall, until such delivery of possession, pay to the Developer profits and/or damages to be calculated at the market letting value of the said unit. In case the said unit be occupied by any one else, then such tenant or other occupant shall become liable to pay the Developer the rent, licence fees and all other amounts whatsoever becoming payable by him in respect of the said unit and the purchaser shall not claim, demand or receive any such payment or obstruct in Developer‟s collecting the same. 13.2 Without prejudice to the aforesaid the Developer and upon its formation the Association shall also be entitled to withhold all utilities and facilities to the purchaser and/or the unit including electricity, water supply, lift and/or other services during the time the purchaser is in defaults. 13.3 In case the Developer condones the default of the purchaser then in such event, the purchaser shall along with such dues and/or arrears, any compensation for the benefit loss and/or damages suffered by the Developer and also interest at the rate of creditors21% per annum upto 60 days of delay from the respective due dates on all amounts remaining unpaid. Delay in payment of installments and all other dues beyond 60 days from the respective due dates shall not be condoned. In case of such delay, files a petition in bankruptcy, is adjudicated insolvent the allotment may be cancelled. In case of such cancellation Builder shall deduct applicable service charge and the allottes shall have no right and or bankrupt, petitions to lien on the flat. The Total deposit or installments paid by the allottee will be refunded without any court for a receiver or trustee for Borrower or any substantial part interest and after deduction of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;applicable service charge.

Defaults. Each of the following shall constitute a Tenant will be in default under this Note Lease if (a "Default"): Failure by Borrower a) Tenant fails to make pay any payment due Rent when due, or (b) Tenant fails to perform any other obligation under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 accelerateLease, or permit the acceleration of(c) a Financial Distress Default (defined in Section 25.8) occurs (an “Event of Default”, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, a default that is curable under Section 25.2 below (a “Curable Default”) will not be an Event of Default during the existing defaults listed applicable cure period (set forth in Section 25.2 below)). Except for Late Charges and Default Interest due under Section 10.4, Owner agrees that it will not invoke its remedies under this Section 25.1 if Tenant cures a Curable Default within the Schedule applicable cure period. If a Curable Default occurs and Tenant fails to cure the default within the applicable cure period, Owner may, immediately or at any time thereafter, and without preventing Owner from exercising any other right or remedy, (i) elect to terminate this Lease by notice, by lawful entry or otherwise, whereupon Owner will be entitled to recover possession of Exceptions attached hereto as Schedule 2 shall the Premises from Tenant and those claiming through or under Tenant and (ii) accelerate the payment of all Base Rent payable by Tenant for the balance of the Term and upon any election the sums will be immediately due and payable in full. In addition, Owner may require Tenant to pay to Owner a fee of $300 for each Curable Default 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 cured within the obligations involved applicable cure period, and the Company otherwise remains in compliance with all other fee will be Additional Rent immediately due and payable. The fee is intended to compensate Owner for the additional time and effort required to address Tenant’s default of this Lease Termination of this Lease and any repossession will be without prejudice to any remedies Owner has for Rent or for a prior breach of any of the provisions of this Note Lease. In case of termination, Tenant will be liable to Owner for all costs and expenses including the amounts due under Sections 25.3 and 25.4. Each right and remedy provided Owner in this Lease is cumulative and in addition to every other right or remedy provided in this Lease, or now or hereafter existing at law, in equity, by statute or otherwise. The exercise by Owner of any one or more of its rights or remedies will not preclude the simultaneous or later exercise by Owner of any or all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes rights or remedies. When this Lease requires service of a general assignment for the benefit of creditorsnotice, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to that notice will replace rather than supplement 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 equivalent or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for statutory notice. When a period statute requires service of sixty a notice in a particular manner, service of that notice (60or a similar notice required by this Lease) days; or Borrower in the manner required by any act indicates its consent or acquiescence in any such proceeding or this Lease will replace and satisfy the appointment statutory service of any such trustee or receiver;notice procedures.

Defaults. Each The occurrence of any one or more of the following events shall constitute a material default under this Note and breach hereof by Tenant: (a "Default"): Failure a) The vacating or abandonment of the Property by Borrower Tenant; (b) The failure by Tenant to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note of rent or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or payment required to be prepaidmade by Tenant hereunder, prior as and when due, where such failure shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant. In the stated maturity date thereofevent that Landlord serves Tenant with a notice to pay rent or vacate pursuant to applicable unlawful detainer or other statutes, such notice shall also constitute the notice required by this subsection; (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions hereof to be observed or performed by Tenant, other than described in Subsection (b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the existing defaults listed in the Schedule nature of Exceptions attached hereto as Schedule 2 Tenant's default is such that more than 30 days are reasonably required for its cure, then Tenant shall not constitute a Default so long as be deemed to be in default if Tenant commences such cure within said 30-day period and thereafter diligently prosecutes such cure to completion; (d) The making by Tenant of any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general arrangement or assignment for the benefit of creditors; (ii) Tenant becomes a "debtor" as defined under the Federal Bankruptcy Code or any successor statute thereto or any other statute affording debtor relief, files whether state or federal (unless, in the case of a petition filed against Tenant, the same is dismissed within thirty (30) days), or admits in bankruptcywriting its present or prospective insolvency or inability to pay its debts as they mature, or is adjudicated insolvent unable to or bankrupt, petitions to any court for does not pay a receiver material portion (in numbers or trustee for Borrower or any substantial part dollar amount) of its propertydebts as they mature, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60iii) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such a trustee or receiver;receiver to take possession of all or a substantial portion of Tenant's assets located at the Property or of Tenant's interest in this Lease; (iv) the attachment, execution or other judicial seizure of all or a substantial portion of Tenant's assets located at the Property or of Tenant's interest in this Lease; or (v) the entry of a judgment against Tenant which affects Tenant's ability to conduct its business in the ordinary course; provided, however, to the extent that any provision of this Subsection 13.1(d) is contrary to any applicable law, such provision shall be of no force or effect to such extent only; and/or (e) The discovery by Landlord that any financial statement, warranty, representation or other information given to Landlord by Tenant, any assignee of Tenant, any subtenant of Tenant, any successor in interest of Tenant or any guarantor of Tenant's obligation hereunder, in connection with this Lease, was materially false or misleading when made or furnished.

Defaults. Each (a) This Lease is upon the condition that if Tenant shall neglect or fail to perform or observe any of Tenant’s covenants herein and said breach shall continue for thirty (30) days after written notice of the following same from Landlord to Tenant; or if such breach is the failure to pay rent, then ten (10) days after such written notice; or if the leasehold hereby created shall constitute be taken on execution or by other process of law; or if any assignment shall be made of Tenant’s property for the benefit of creditors; or if a default petition is filed by Tenant under this Note any bankruptcy law; or if a petition is filed against Tenant under any bankruptcy law and the same shall not be dismissed within thirty (a "Default"): Failure by Borrower to make 30) days from the date upon which it is filed, then, and in any payment due under this Note of said cases, Landlord lawfully may then enter, or at any time thereafter and without demand or notice, upon the Leased Premises or any part thereof in the name of the holder, and repossess the same as Landlord’s former estate and expel Tenant and those claiming through or under Tenant and remove its effects, forcibly if necessary, without being guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and, upon such entry, this Lease shall terminate. (b) In case of any such termination, Tenant will indemnify Landlord each month against all loss of rent and all obligation which Landlord may incur by reason of any such termination between the time of termination and the expiration of the Term of the Lease; or at the election of Landlord, exercised at the time of the termination or at any time thereafter, Tenant will indemnify Landlord each month until the exercise of the election against all loss of rent and other agreement with Lender or obligations which Landlord may incur by reason of such termination during the Prior Intercreditor Lenders; any representation or warranty period between the time of the termination and the exercise of the election, and upon the exercise of the election Tenant will pay to the Landlord as damages such amount as at the time of the exercise of the election represents the amount by Borrower under this Note or any other agreement with Lender or which the Prior Intercreditor Lenders rental value of the Leased Premises for the period from the exercise of the election until the expiration of the term shall be false less than the amount of rent and other payments provided herein to be paid by Tenant to Landlord during said period. It is understood and agreed that at the time of the termination or inaccurate in at any material respect when made; or failure by Borrower to comply with time thereafter Landlord may rent the provisions Leased Premises, and for a term which may expire after the expiration of any other covenant, obligation or the term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace periodLease, if any, specified in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that if said premises are rented as aforesaid then the existing defaults listed in the Schedule amount of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved rent received in such defaults takes no further actions case shall be applied to reduce Tenant's liability for rent under this Lease; that Tenant shall be liable for any expenses incurred by Landlord in connection with obtaining possession of the Leased Premises, with removing from the Leased Premises property of Tenant and exercises no further remedies persons claiming under it (including warehouse charges), with putting the Leased Premises into good condition for reletting, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees, and that any monies collected from any reletting shall be applied first to collect on the obligations involved foregoing expenses and then to the Company otherwise remains in compliance with all other provisions payment of this Note rent and all other agreements with Lender and payments due from Tenant to Landlord. Landlord shall use reasonable efforts to relet the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition Leased Premises in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;this regard.

Defaults. Each Without in any way limiting or restricting the demand nature of any of the Liabilities and the Lender's rights to demand, at any time, payment of any or all of the Liabilities payable on demand, the Liabilities secured by this Security Agreement shall be immediately due and payable in full and the security hereby constituted shall become enforceable without the need for any action or notice on the part of the Lender upon the happening of any of the following shall constitute a default under this Note events (herein called a "Default"): Failure by Borrower ): (a) If the Grantor shall fail to make any payment due under of any of the Liabilities when due; (b) If the Grantor commits a breach of or fails to observe or perform any of the covenants, terms or conditions contained in this Note Security Agreement or under in any other agreement with Lender or instrument from time to time in effect between the Prior Intercreditor Lenders; Grantor and the Lender, whether relating to the Liabilities or not, or if any representation or warranty by Borrower under this Note of the Grantor made to the Lender or otherwise contained herein or in any other agreement with Lender or instrument from time to time in effect between the Prior Intercreditor Lenders Grantor and the Lender, whether relating to the Liabilities or not, shall be false or inaccurate established by the Lender to have been incorrect in any material respect when made; (determined in the Lender's sole discretion) respect; (c) If any guarantor (individually a "Guarantor" and collectively `Guarantors") of the Liabilities commits a breach of or failure by Borrower fails to comply with the provisions of observe or perform any other covenant, obligation term or term of this Note condition contained in any agreement or writing to which the Guarantor and the Lender are parties; (d) If the Grantor shall default under any other instrument or agreement with respect to any indebtedness or other obligation of it to the Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any creditor or other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace periodperson, if any, specified in the agreement relating to provided that 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 acceleratedefault has resulted in, or permit may result in, with notice or lapse of time, or both, the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payablein favor of such person, in excess of $25,000, or required the right of such person to be prepaidrealize upon the Collateral; (e) If the Grantor or any Guarantor ceases paying its debts as they mature, prior ceases or threatens to the stated maturity date thereof; providedcease to carry on its business, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general an assignment for the benefit of creditors, files a petition commits any act or does any thing constituting or being an event of bankruptcy or insolvency (as defined or provided for in bankruptcyany applicable statute), is adjudicated insolvent fails to defend in good faith any action, suit or bankruptproceeding commenced against it, petitions fails to discharge or appeal forthwith any judgment for the payment of money rendered against it, fails to pay any taxes, rates or charges when due, in consequence of which any lien or other Encumbrance, inchoate or otherwise, upon the Collateral arises or could arise thereby, applies to any court tribunal or similar body for a receiver the appointment or trustee for Borrower authorization of any receiver, trustee, liquidator or sequestrator or otherwise commences any proceedings relating to any substantial part portion of its propertyproperty under any reorganization, commences any proceeding relating to the arrangementarrangement or readjustment of debt, readjustmentdissolution, reorganization winding-up, adjustment, composition or liquidation law or statute of any jurisdiction including, without limitation, under any bankruptcy the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or similar laws; the Winding-Up and Restructuring Act (Canada), whether now or hereafter in effect (each of the foregoing herein referred to as a "Proceeding"); (f) If there is commenced against Borrower the Grantor or any Guarantor any Proceeding and an order approving the petition or dissolution, liquidation or winding up is entered, or such proceedings which remain Proceeding remains undismissed for a period of sixty (60) 30 days; , any receiver, trustee, liquidator, sequestrator or Borrower similar official of or for the Grantor or any Guarantor or any substantial portion of the property of the Grantor or any Guarantor is appointed, the Grantor or any Guarantor by any act indicates its consent to or approval of or acquiescence in any such proceeding Proceeding or the appointment of any such trustee receiver, trustee, liquidator, sequestrator or receiver;similar official of or for the Grantor or any Guarantor or any substantial portion of the property of the Grantor or any Guarantor or if any writ of seizure and sale, distress or similar process is levied or enforced against a substantial portion of the property and assets of the Grantor or any Guarantor or otherwise remains undischarged or not defended or appealed forthwith; or (g) If the Lender, in its absolute discretion, concludes as the result of the occurrence of any material change in the condition or affairs (financial or otherwise) of the Grantor or any Guarantor, that the essential basis of the Liabilities or security hereby constituted has been impaired or otherwise altered.

Defaults. Each The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made in this Agreement or the Merger Agreement by or on behalf of the Borrower to the Lender shall be materially false on the date as of which made. 7.2 Nonpayment of principal or interest due under the Note within 7 calendar days following the date when due. 7.3 The breach by the Borrower of any of the covenants contained in this Agreement or the Merger Agreement, which default shall not have been cured within 20 calendar days after written notice thereof is given to the Borrower by the Lender. 7.4 The occurrence of default or an event of default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note of the Loan Documents, or under any other agreement material agreement, instrument or document with Lender or respect to borrowed money to which the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of any other covenantis a party, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue remains uncured for 15 calendar days 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 written notice thereof is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior given to the stated maturity date thereof; providedBorrower. 7.5 The Borrower shall (i) have an order for relief entered with respect to it under the federal bankruptcy laws as now or hereafter in effect, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general (ii) make an assignment for the benefit of creditors, files (iii) apply for, seek, consent to, acquiesce in, or have appointed for it or any substantial portion of its property a petition in bankruptcyreceiver, is adjudicated insolvent custodian, trustee, examiner, liquidator or bankrupt, petitions to any court similar official for a receiver or trustee for Borrower it or any substantial part of its property, commences (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to the arrangementbankruptcy, readjustment, insolvency or reorganization or liquidation under any bankruptcy relief of debtors or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period fail to file an answer or other pleading denying the material allegations of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.5. 7.6 This Agreement or the appointment Intellectual Property Security Agreements shall for any reason fail to create a valid and perfected security interest in any collateral purported to be covered thereby, except as permitted by the terms of such agreements, or this Agreement or any of the other Loan Documents shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability thereof. 7.7 A Change in Control (other than pursuant to the Merger Agreement) shall have occurred. 7.8 Borrower shall make any payment to, or any payment shall be made on account of any such trustee or receiver;Indebtedness other that Indebtedness permitted under Section 6.4(e), except as may be agreed to by Lender.

Defaults. Each of the following shall constitute a default under this Note If (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower i) Tenant fails to pay when due any rent, or any -------- other indebtedness sums required to be paid hereunder by Tenant; or obligations in excess of fifty thousand dollars ($50,000ii) which shall continue after the applicable grace period, if any, specified Tenant defaults in the agreement relating to such indebtedness performance or obligation; failure by Borrower to comply with the provisions observance of any other covenantagreement or condition on its part to be performed or observed, obligation and Tenant shall fail to cure said default within twenty (20) days (or term such longer period as is reasonably required to correct any such default, provided Tenant promptly commences and diligently continues to effectuate a cure) after receipt of written notice thereof by Landlord; or (iii) Tenant files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any arrangement, composition, liquidation or dissolution under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors or seeks or consents to or acquiesces in the appointment of any agreement relating to such indebtedness trustee, receiver or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect liquidator of such failure is to accelerateTenant or of all or any substantial part of its properties, or permit of the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payablePremises, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as makes any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files or admits in writing its inability to pay its debts generally as they become due; or (iv) a court enters an order, judgment or decree approving a petition in bankruptcyfiled (i) Upon five (5) days notice to Tenant, is adjudicated insolvent or bankruptdeclare to be immediately due and payable, petitions on account of rent and other charges herein reserved for the balance of the Term (taken without regard to any court for early termination of the Term on account of default), a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating sum equal to the arrangementAccelerated Rent Component (as hereinafter defined), readjustmentand Tenant shall remain liable to Landlord as hereinafter provided; and/or (ii) Whether or not Landlord has elected to recover the Accelerated Rent Component, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which terminate this Lease on at least five (5) days notice to Tenant and, on the date specified in said notice, this Lease and the term hereby demised and all rights of Tenant hereunder shall expire and terminate and Tenant shall thereupon quit and surrender possession of the Premises to Landlord in the condition elsewhere herein required and Tenant shall remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;liable to Landlord as hereinafter provided.

Defaults. Each (a) If (i) Purchaser shall default in the payment of the following Purchase Price or if Purchaser shall constitute a default in the performance of any of its other material obligations to be performed on the Closing Date, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this Note clause (a "Default"): Failure ii) only, such default shall continue for ten (10) days after notice to Purchaser, Seller’s sole remedy by Borrower reason thereof shall be to make terminate this Agreement and, upon such termination, Seller shall be entitled to retain the Deposit (and any payment due interest earned thereon), as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and thereafter Purchaser and Seller shall have no further rights or obligations under this Note or under any other agreement with Lender or Agreement except for those that are expressly provided in this Agreement to survive the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders termination hereof. (b) If (x) Seller shall be false or inaccurate default in any of its material respect when made; obligations to be performed on the Closing Date or failure by Borrower to comply with (y) Seller shall default in the provisions performance of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or its material 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 be declared to be due and payable, or required to be prepaid, performed prior to the stated maturity date thereof; providedClosing Date and, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions respect to any court default under this clause (y) only, such default shall continue for a receiver ten (10) days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or trustee for Borrower proceeding with any other legal course of conduct, the right to bring such actions or any substantial part proceedings being expressly and voluntarily waived by Purchaser, following and upon advice of its propertycounsel) shall have the right (i) to seek to obtain specific performance of Seller’s obligations hereunder, commences provided that any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is action for specific performance shall be commenced against Borrower any such proceedings which remain undismissed for a period of within sixty (60) days; days after the Extended Closing Date, or Borrower (ii) to receive a return of the Deposit (together with any interest earned thereon), it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after the Extended Closing Date, Purchaser’s sole remedy shall be to receive a return of the Deposit (together with any interest earned thereon). Upon return of the Deposit (together with any interest thereon) as described in clause (ii) above, this Agreement shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance if Seller shall be prohibited from performing its obligations hereunder by any act indicates its consent or acquiescence in any such proceeding or the appointment reason of any such trustee law, regulation, or receiver;other legal requirement applicable to Seller. (c) The provisions of this Section 18 shall survive the termination hereof.

Defaults. Each Notwithstanding the incorporation of Article 18 of the following shall constitute a default under this Note (a "Default"): Failure by Borrower Master Lease herein, with respect to make subsection 18.1(A) thereof, in the event any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower Subtenant to pay Rental when due continues for more than three (3) business days after written notice from Sublandlord, an Event of Default shall have occurred and Sublandlord may take any 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 be declared and all actions permitted to be due and payable, or required to be prepaid, prior to taken by Landlord under the stated maturity date thereofMaster Lease; provided, however, that an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rent when due and, during the existing defaults listed 12 month interval preceding such failure, Landlord has given Tenant written notice of failure to pay Rent on more than two (2) prior occasions. If Landlord shall fail to perform an obligation with respect to the Premises which Landlord is required by the Master Lease to perform and pursuant to such failure is in default under the Schedule Master Lease and such failure materially and adversely affects Subtenant’s occupancy or use of Exceptions attached hereto the Premises (any such failure, a “Landlord Default”), then upon written request of Subtenant, Sublandlord shall promptly make demand upon Landlord to remedy such Landlord Default. If Landlord does not remedy such default in a commercially reasonable time period (or such time period as Schedule 2 may be required by the terms of the Master Lease), then Subtenant may make written request of Sublandlord to use, and Sublandlord shall not constitute a Default so long as use, commercially reasonable efforts to enforce any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and of Sublandlord’s right as Tenant under the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditorsMaster Lease (provided, files a petition however, in bankruptcy, is adjudicated insolvent or bankrupt, petitions no event shall Sublandlord be obligated to any court for a receiver or trustee for Borrower initiate litigation or any substantial part of its property, commences any other adversarial proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Landlord).

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note an Event of Default hereunder: (a "Default"): Failure a) the Fund shall fail to pay to Financial Security when due any amount payable by Borrower to make any payment due under this Note the Fund hereunder or under any other agreement with Lender Fund Document; (b) any default by the Fund in its performance of any covenant contained herein (other than as set forth in Section 2.04(b), (e) or (f) hereof) and such default shall continue for at least 30 days after written notice thereof by Financial Security to the Fund requesting that such default be cured if such default would, in the reasonable judgment of Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the Prior Intercreditor Lenders; practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Custody Agreement or the Certificate or otherwise with respect to the Preferred Stock; (c) any material representation or warranty made by Borrower under this Note the Fund herein or any other agreement with Lender or the Prior Intercreditor Lenders in connection herewith shall prove to be false or inaccurate incorrect in any material respect when made; made or deemed made if such breach would, in the reasonable judgment of Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Custody Agreement or the Certificate or otherwise with respect to the Preferred Stock; (d) any failure by Borrower the Fund to comply with maintain Eligible Portfolio Assets having a Surety Assets Value at least equal to the provisions of Surety Assets Coverage, which failure is not cured within eight Business Days; (e) any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 covenantFund, obligation on or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; providedsix months prior to the Stated Termination Date of the Surety Bond, however, to either (A) obtain from Financial Security an extension to the term of the Surety Bond or (B) obtain notice in writing from each of Xxxxx'x and S&P that termination of the Surety Bond will not adversely affect the then outstanding ratings of the Preferred Stock; (f) the Internal Revenue Service makes a final determination that the existing defaults listed Fund does not qualify for any taxable year for exemption from federal income taxation and such determination would, in the Schedule reasonable judgment of Exceptions attached hereto Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Custody Agreement or the Certificate or otherwise with respect to the Preferred Stock; (g) the Fund commences a voluntary case concerning it under Title 11 of the United States Code entitled "Bankruptcy" as Schedule 2 shall now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commented against the Fund under any the Bankruptcy Code and relief is ordered against the Fund or the petition is controverted but is not constitute dismissed within 60 days after the commencement of the case; or the Fund is not generally paying its debts as such debts become due; or a Default so long custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Fund; or a decree or order is entered by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Fund in any creditor involved in such defaults takes no further actions insolvency, readjustment of debt, marshalling of assets and exercises no further remedies to collect on liabilities, or similar proceeding, or for the obligations involved winding up or liquidation of the affairs of the Fund, and the Company otherwise remains continuance of any such decree or order unstayed and in compliance with effect for a period of 60 consecutive days; or the Fund consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceeding, or relating to the Fund or of or relating to substantially all other provisions of this Note and all other agreements with Lender and its property; or the Prior Intercreditor Lenders; Borrower Fund 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 action is taken by the Fund for the purpose of effecting any of the foregoing; (h) the Fund shall have denied that it has any or further liability or obligation under any Fund Document, or the Preferred Stock or any governmental agency or authority shall find or rule that any Fund Document or the Preferred Stock are not valid or binding on the Fund, if such denial, finding or ruling would, in the reasonable judgment of Financial Security, materially and adversely affect the ability of the Fund to perform its material obligations under any Fund Document or the Preferred Stock or would materially and adversely affect the material rights, material benefits or enforcement of remedies or the practicable realization of such material rights or material benefits of Financial Security hereunder or of Financial Security or any Holder under the Certificate or otherwise with respect to the Preferred Stock; (i) the Fund shall fail to perform or observe any of its propertycovenants or agreements set forth in, commences or to take any proceeding relating action required by, Section 2.04(e) or (f) hereof; or (j) the failure by the Fund to make a payment of dividend or redemption price when due on the arrangement, readjustment, reorganization Preferred Stock or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for to declare a period of sixty (60) days; or Borrower dividend on the Preferred Stock when contemplated by any act indicates its consent or acquiescence in any such proceeding the Certificate and not prohibited by applicable corporate law or the appointment of any such trustee or receiver;Investment Company Act.

Defaults. Each The occurrence of any one or more of the following shall constitute a default under this Note hereunder by Tenant: (a) The abandonment of the Premises by Tenant for a "Default"): Failure period in excess of ten (10) business days. (b) The failure by Borrower Tenant to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of any other covenantrent, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 accelerateadditional rent, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or other payment required to be prepaidmade by Tenant hereunder, prior or the failure to promptly make any report of sales required hereunder as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by Landlord to Tenant or the stated maturity date thereof; provided, however, that failure by Tenant to observe or perform any of the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions covenants or conditions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes Lease to be observed or performed by Tenant, where such failure shall continue for a general period of ten (10) days after written notice thereof by Landlord to Tenant. (c) The making by Tenant of any assignment or arrangement for the benefit of creditors, files ; the filing by or against Tenant of a petition in bankruptcy, is adjudicated insolvent to have Tenant adjudged bankrupt or bankrupt, petitions to a petition for reorganization or arrangement under any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding law relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar lawsbankruptcy; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such a trustee or receiver;receiver to take possession of all or substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease. (d) The discovery by Landlord that any financial information called for by this Lease given to Landlord by Tenant, any assignee of Tenant, any subtenant of Tenant, any successor in interest of Tenant or any guarantor of Tenant's obligations hereunder, or any of them, is materially false, or, if true, any material change has occurred in Tenant's net worth or that of any guarantor which renders Tenant or in the judgment of Landlord may render Tenant unable to meet its financial obligations under this Lease as they become due.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note (a an "Event of Default"): Failure by : (a) The Borrower shall fail to make pay any payment due under this Note or under any other agreement interest with Lender respect to the Revolving Notes or the Prior Intercreditor Lenders; Term Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower under this Note herein or any other agreement with Lender hereunder or the Prior Intercreditor Lenders shall be false or inaccurate in any material certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect when made; that is materially adverse to the interests of the Lenders or failure by 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 comply with the provisions of any other covenantthis Agreement, obligation and such default or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the applicable grace periodBorrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, if anyindenture, specified agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenanta principal amount not less than $75,000,000, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified have occurred and shall result in such agreement if Indebtedness becoming or being declared due and payable prior to the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be on which it otherwise would become due and payable, or required to be prepaid, prior to 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 stated maturity date thereofBorrower thereunder of not less than $75,000,000; provided, however, that if such event of default shall be remedied or cured by the existing defaults listed Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Schedule Borrower or the Broker Subsidiary, or against all or a substantial part of Exceptions attached hereto as Schedule 2 the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall not constitute a Default so long as any creditor involved 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 defaults takes no further actions and exercises no further remedies involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to collect on the obligations involved and entry of an order for relief in an involuntary case under such law, or shall consent to the Company otherwise remains in compliance with all other provisions appointment of this Note and all other agreements with Lender and or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Prior Intercreditor Lenders; Borrower makes a or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, files or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $75,000,000 in the aggregate shall be entered against the Borrower by a petition in bankruptcycourt or courts of competent jurisdiction, is adjudicated insolvent and the same shall not be discharged (or bankruptprovisions shall not be made for such discharge), petitions to any court for or a receiver or trustee for stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower or any substantial part of its propertyshall not, 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 within said period of sixty 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. (60i) days; At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or Borrower better) by any act indicates its consent Standard & Poor's Ratings Service, a Division of The XxXxxx-Xxxx Companies, Inc., or acquiescence in any such proceeding (b) Baa3 (or the appointment of any such trustee or receiver;better) by Xxxxx'x Investors Service, Inc.

Defaults. Each 5.1 Upon the occurrence of an Event of Default, the security created under this Agreement shall become enforceable, and the Lender shall, in addition to any other rights, recourses or remedies it has pursuant to the Credit Agreement or at law, forthwith be entitled to exercise any and all hypothecary rights prescribed by the Civil Code of Quebec. In exercising any of the rights, recourses or remedies available hereunder, under the Credit Agreement or at law, the Lender may at its discretion, in respect of all or any part of the Collateral, exercise such rights, recourses and remedies as are available hereunder, under the Credit Agreement or at law, as it elects to exercise, without prejudicing the other rights, recourses and remedies available to the Lender in respect of all or part of the Collateral. The Lender may exercise any of such rights, recourses and remedies in respect of all or any part of the Collateral, simultaneously or successively. 5.2 The acceptance by the Lender or an Agent following the occurrence of an Event of Default of any sum owing to the Lender under the Obligations or the exercise by the Lender or an Agent of any right or recourse hereunder, under the Credit Agreement or otherwise, shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under not preclude the Lender from exercising any other agreement with right or recourse, all rights and recourses of the Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with being cumulative and not alternative. 5.3 The Lender or the Prior Intercreditor Lenders shall be false or inaccurate entitled, in its discretion, to perform on behalf of the Grantor, any material respect when made; or failure by Borrower to comply with of the provisions Grantor's obligations hereunder upon the occurrence of any other covenant, obligation or term an Event of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace period, if any, specified in the agreement relating to Default. In addition and upon 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 ofoccurrence, the due date of such indebtedness or obligation; or any such indebtedness or obligation Lender shall be declared entitled to be due do such things and payableundertake such expenditures as it considers appropriate to protect, preserve and enforce the rights, remedies and recourses of the Lender hereunder, under the Credit Agreement or required at law. 5.4 Any action taken by or on behalf of the Lender to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule remedy any Event of Exceptions attached hereto as Schedule 2 Default shall not constitute a Default so long waiver of such Event of Default, nor be deemed to have released the Grantor therefrom. The failure by the Lender to insist upon the strict performance of any of the covenants provided in this Agreement or the Credit Agreement or to exercise any option or right hereunder shall not be construed as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment waiver or relinquishment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment future of any such trustee covenant, right or receiver;option. 5.5 If a prior notice of the Lender's intention to exercise a hypothecary right is given to the Grantor, the Grantor shall, and shall cause any other Person in possession of the Collateral subject to such prior notice and then belonging to the Grantor, to immediately surrender same to the Lender and shall execute, and cause to be executed all agreements and documents required to evidence such surrender to the Lender.

Defaults. Each Time is of the following shall constitute essence hereof, and if Tenant violates or breaches or fails to keep or perform any covenant, term or condition of this Lease, and if such default or violation continues for or is not remedied within thirty (30) days (or, if default in the rent is involved, within ten (10) days after receipt of notice in writing thereof given by Landlord to Tenant specifying the matter claimed to be in default, or for a default or violation that cannot be remedied within said thirty (30) days if Tenant has not commenced to remedy the same within thirty (30) days following receipt of said notice, Landlord, at its option, may immediately declare Tenant's rights under this Note Lease terminated, or re-enter and attempt to relet without terminating this Lease, and remove all persons and property from the leased premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of any trespass, or becoming liable for any loss or damage caused thereby. If Landlord, without terminating this Lease, either (a "Default"): Failure a) elects to re-enter and attempts to relet as herein before provided, or (b) takes possession pursuant to legal proceedings, or (c) takes possession pursuant to any notice provided by Borrower to make any payment due under this Note or under any other agreement with Lender or law, then it may re-let the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note leased premises or any other agreement with Lender part E-49 thereof for such term or terms (which may be for a term extending beyond the Prior Intercreditor Lenders shall 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 lease) and at such rental or rentals and upon such other terms and conditions as Landlord in is sole discretion deems advisable. Upon each such re-letting, all rentals received by Landlord from such re-letting shall be applied, first, to the payment of any indebtedness other agreement with Lender or than rent due hereunder from Tenant to Landlord; second, to the Prior Intercreditor Lenderspayment of any costs and expenses of such re-letting, including brokerage fees and attorneys' fee; Failure by Borrower third, to pay when the payment of rent due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after and unpaid hereunder; and the applicable grace periodresidue, if any, specified shall be held by Landlord and applied to payment of future rent as the same may become due and payable hereunder. If rentals received from such re-letting, during any month are less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. No such re-entry or taking possession of the leased premises by Landlord shall be construed as an election on its part to terminate this Lease unless Landlord so notified Tenant in writing or unless the agreement relating termination thereof is found by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such indebtedness or obligation; failure by Borrower previous breach. If Landlord at any time terminates this Lease, in addition to comply with the provisions of any other covenantremedies which it may have, obligation or term of any agreement relating it shall have the right to such indebtedness or obligation which shall continue after recover from Tenant (a) an amount equal to the applicable grace periodexcess, if any, specified of the aggregate amount of rent and additional rent reserved in such agreement if this Lease for the effect remainder of the stated term over the aggregate of the then reasonable rental value of the leased premises under a lease substantially similar to this Lease for the remainder of the stated term both reduced to the then present worth, and (b) all other damages and expenses, including reasonable attorneys'fees and the cost of recovering the lease premises, that Landlord has sustained because of Tenant's default. In determining the aggregate amount of such failure is rent and additional rent, the annual rent for each year of the unexpired term of this Lease shall be equal to acceleratethe average annual minimum rent paid by Tenant from the commencement of the term of this Lease to the time of default, or permit during the acceleration ofpreceding three (3) full calendar years, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, whichever period is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;shorter.

Defaults. Each If either Party fails to perform or fulfill any obligation under this Agreement, such Party shall be in default of this Agreement. Subject to any statute, ordinance or law to the contrary, the defaulting Party shall have seven (7) days from the date of notice of default by the other Party to cure the default. In the event the defaulting Party does not cure a default, the other Party may at such Party’s option : (a) cure such default and the cost of such action may be added to the defaulting Party’s financial obligations under this Agreement; or (b) declare the defaulting Party in default of the following Agreement. If either Party shall constitute become insolvent, cease to do business as a going concern or if a petition has been filed by or against such Party under the Bankruptcy Act or similar federal or state statute, the other Party may immediately declare such Party in default of this Agreement. In the event of Xxxxxx’s uncured default, Lessor may, as permitted by law, re-take possession of the Equipment and terminate this Agreement by providing written notice to Lessee. Lessor may, at its option, hold Lessee liable for any difference between the Rent that would have been payable under this Note (a "Default"): Failure Agreement during the balance of the unexpired term and any rent paid by Borrower any successive lessee if the Equipment is re let minus the reasonable and documented cost and expenses of such re-letting, provided that Lessor has used commercially reasonable efforts to make mitigate such damages. In the event Lessor is unable to re-let the Equipment during any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 remaining term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure Agreement, after default by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars Lessee ($50,000) which shall continue after the applicable grace period, if any, specified in the agreement relating and subject to such indebtedness or obligation; failure by Borrower duty to comply with mitigate), Lessor may at its option hold Lessee liable for the provisions balance of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, unpaid Rent under this Agreement if any, specified this Agreement had continued in such agreement if force during the effect of such failure Lease Term. If Lessee is to accelerate, or permit the acceleration ofdefaulting Party, the due date security deposit will be applied and retained by Xxxxxx as provided in Section 5. In the event of such indebtedness or obligation; or Xxxxxx’s uncured default, Lessee may terminate this Agreement by providing written notice to Lessor, in which event Lessor shall promptly refund to Lessee the security deposit and any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to unearned portion of the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Rent.

Defaults. Each of the following shall constitute a default under this Note (a "Default"): Failure by Borrower 15.1 If Licensee fails to make any payment due under hereunder, (a) Licensee shall pay interest on the unpaid balance thereof from and including the date such payment becomes due until the date the entire amount is paid in full at a rate equal to the prime rate being charged in New York, New York, by Citibank, N.A. as of the close of business on the date the payment first becomes due plus percent ( %), and (b) if such default shall continue uncured for a period of fifteen (15) days thereafter, Licensor shall have the right to terminate this Note Agreement forthwith by written notice thereof to Licensee. If Licensee discontinues the manufacture and distribution of Articles for a period of sixty (60) or under more days, if it exports Articles from the Territory or if it defaults on any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty obligation which is secured by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate a security interest in any material respect when made; Articles, Licensor shall have the right to terminate this Agreement forthwith by written notice thereof to Licensee. If Licensor fails or failure by Borrower if Licensee otherwise fails to comply with perform any of the provisions of any other covenantterms, obligation conditions, agreements or term of covenants in this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower Agreement on its part to pay when due any other indebtedness or obligations in excess of fifty thousand dollars be performed and ($50,000i) 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 default is to acceleratenot curable, or permit (ii) such default is curable but continues uncured for a period of fifteen (15) days after notice thereof has been given to the acceleration ofdefaulting party in writing by the other party or (iii) such default is curable, but not within fifteen (15) days, and the defaulting party is not diligently taking all steps necessary to cure the default as promptly as practicable, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payableother party, or required to be prepaidat its sole election, prior may terminate this Agreement forthwith by written notice thereof to the stated maturity date thereof; provided, however, defaulting party. (a) In the event that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, Licensee files a petition in bankruptcy, is adjudicated a bankrupt or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy if filed against it or it becomes insolvent or bankruptmakes an assignment for the benefit of its creditors or a custodian, petitions to any court for a receiver or trustee is appointed for Borrower it or a substantial portion of its business or assets, this Agreement shall terminate automatically and forthwith. (b) No assignee for the benefit or creditors, custodian, receiver, trustee in bankruptcy, sheriff or any substantial part other officer of its propertythe court or official charged with taking over custody of Licensee's assets or business shall have any right to continue this Agreement or to exploit or in any way use the Licensed Xxxx if this Agreement terminates pursuant to paragraph 15.2 (a) above. (c) Notwithstanding the provisions of paragraph 15.2 (b) above, commences any proceeding relating in the event that, pursuant to the arrangementBankruptcy Code or any amendment or successor thereto (the "Code"), readjustmenta trustee in bankruptcy of Licensee or Licensee, reorganization as debtor, is permitted to assume this Agreement and does so and, thereafter, desires to assign this Agreement to a third party, which assignment satisfies the requirements of the Code, the trustee or liquidation under Licensee, as the case may be, shall notify Licensor of same in writing. Said notice shall set forth the name and address of the proposed assignee, the proposed consideration for the assignment and all other relevant details thereof. The giving of such notice shall be deemed to constitute the grant to Licensor of an option to have this Agreement assigned to it or to its designee for such consideration, or its equivalent in money, and upon such terms as are specified in the notice. The aforesaid option may be exercised only by written notice given to the trustee or licensee, as the case may be, by Licensor within fifteen (15) days after Licensor's receipt of the notice from such party, or within such shorter period as may be deemed appropriate by the court in the bankruptcy proceeding. If Licensor fails to give its notice to such party within the said exercise period, such party may complete the assignment referred to in its notice, but only if such assignment is to the entity named in said notice and for the consideration and upon the terms specified therein. Nothing contained herein shall be deemed to preclude or impair any rights which Licensor may have as a creditor in any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;proceeding.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note hereunder: (a "Default"): Failure by a) the Borrower to make any shall default in the payment due under this Note of principal of or under any other agreement with Lender or interest on the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with obligation to Lender as and when the same shall be due and payable and, in the case of an interest payment default, such default shall continue for five (5) Business Days after the date such interest payment was due, or the Prior Intercreditor Lenders Borrower shall be false fail to perform or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of observe any other covenant, agreement, term, provision, undertaking or commitment under the Note or this Loan Agreement which remains uncured for ten (10) Business Days after the delivery to the Borrower of written notice that the Borrower is in default hereunder or thereunder; (b) The breach of or failure to perform promptly any obligation or term of covenant set forth in this Note or any other agreement with Lender Agreement or the Prior Intercreditor Lenders; Failure Note unless otherwise approved in advance by Borrower Lender. (c) The suspension of business, insolvency, failure generally to pay when due debts as they became due, or the commission of any other indebtedness act constituting or obligations resulting in excess a business failure, in each case on the part of fifty thousand dollars ($50,000) which shall continue after the applicable grace period, if any, specified in business of Borrower; the agreement relating to such indebtedness concealment or obligation; failure by Borrower to comply removal of any substantial portion of Borrower’s property with the provisions intent to hinder, delay or defraud any one or more creditors, or the making of any other covenant, obligation transfer which is fraudulent or term otherwise voidable under the Bankruptcy Code or other applicable federal or state law; the existence or creation of any agreement relating to such indebtedness lien, including without limitation any tax or obligation which shall continue after the applicable grace periodjudgment lien, if any, specified in such agreement if the effect upon any substantial part of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligationBorrower’s property; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general an assignment for the benefit of creditors; the commencement of any proceedings by or against Borrower (under the Bankruptcy Code or otherwise) seeking to adjudicate it bankrupt or insolvent, files a petition in or seeking reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, is adjudicated insolvent insolvency or bankruptreorganization or relief of debtors or seeking the appointment of a receiver, petitions to any court for a receiver trustee or trustee custodian for Borrower or any for the Collateral or a 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 property of sixty (60) daysBorrower; or the institution by Borrower by or any act indicates its consent other person or acquiescence entity of any liquidation, dissolution or reorganization proceedings with respect to Borrower; (d) The failure to effectively and promptly discharge, stay or indemnify against, to Lender's satisfaction, any lien or attachment against any of Borrower's property or the Collateral; (e) Any representation or warranty contained herein or in any such proceeding other document delivered by or the appointment on behalf of any such trustee Borrower to Lender shall be false or receivermisleading when made;

Defaults. Each In the event default is made by the Tenant in payment of the following shall constitute a default under rentals or additional rents provided for in this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Lease, or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect part thereof, when made; or failure by Borrower to comply with the provisions of any other covenantdue, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which and such default shall continue for ten (10) days after written notice is delivered to Tenant personally or is mailed by certified mail, return receipt requested, demanding payments of said rentals or additional rents; then the applicable grace periodLandlord shall, if anywithout further notice, specified in at its option, have the agreement relating right to such indebtedness or obligation; failure by Borrower re-enter said Premises to comply with remove the provisions Tenant and all persons holding under it therefrom, and to terminate this Lease and repossess itself of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; providedPremises. Provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 repossession shall not constitute a Default so long waiver by Landlord of any other rights which it may have to enforce collection of such rentals for the balance of the term or extended term hereof, or to recover damage from the Tenant for default in payment of said rentals or in the performance of the terms and covenants of this Lease by the Tenant. In the event the Tenant shall default in any of the terms, provisions, or covenants of this Lease other than payment of rentals, the Landlord may forward written notice of such default by certified mail, return receipt requested, to Tenant, or deliver same personally; and Tenant agrees that if it be in default as any creditor involved set forth in such defaults takes no further actions notice it will cure such default within thirty (30) days of the date of such mailing or personal delivery of such notice. In the event the Tenant shall fail to cure such default as herein set forth, the Landlord may, but is not obligated to, cure such default and exercises no further remedies the cost and expense thereof shall be deemed to collect be additional rent to be paid by Tenant on the obligations involved next day when fixed monthly rental shall become due and collectible, together with interest thereon at the Company otherwise remains in compliance with all other provisions maximum rate permissible under law until paid. If, however, after due notice to the Tenant of an opportunity to cure the same, the Tenant shall refuse to cure or make good any such default, the Landlord may, at its option, terminate this Lease and take possession of the leased Premises, such termination of Lease being without prejudice to the right of recovering damages against the Tenant for breach of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes Lease. Failure by landlord to give notice of any default shall not be deemed to be a general assignment for the benefit of creditorswaiver thereof, files nor 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 consent to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;continuation thereof.

Defaults. Each After written notice of the following shall constitute a default under this Note provided by Lessor to Lessee, if Lessee fails to cure any financial obligation within five (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note 5) days (or any other agreement with Lender or obligation within ten (10) days), Lessor may elect to cure such default and the Prior Intercreditor Lenders cost of such action shall be false added to Lessee’s financial obligations under this Lease. All sums of money 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or charges required to be prepaidpaid by Lessee under this Lease shall be additional rent, prior whether or not such sums or charges designated as “additional rent.” If the fixed rent should at any time be in arrears and unpaid, and without any demand being made therefore, or if Lessee shall abandon or vacate the premises during the term or any extension thereof, or should fail to keep and perform any of the stated maturity date thereofcovenants and agreement of this Lease on Lessee’s part to be kept and performed, Lessor, its successors and assigns, may enter upon the premises and have, repossess and enjoy the same as if this Lease had not been made, and thereupon this Lease and everything herein contained on the part of the Lessor to be done and performed shall be done and performed shall cease, determine and be utterly void; providedwithout prejudice, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any right of Lessor to recover from Lessee all rent due up to the time of such proceedings which remain undismissed for entry. The commencement of a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or suit in forcible entry and detainer or ejectment, or otherwise, after any default by Lessee, shall be equivalent in every respect to actual entry by Lessor. In the appointment case of any such trustee or receiver;default and entry by Lessor, all improvements made and placed upon the premises by Lessee shall be left on the premises and become, including any crops, the property of the Lessor. The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law.

Defaults. Each 7.01 If the Owner fails to perform according to the terms of this Construction Loan Agreement, or if Owner's contractor or subcontractors fail to perform according to the terms of their contracts with Owner, or if Owner shall cause or permit conditions to arise so that performance would be rendered unduly difficult or hazardous for the Lender, or if the Owner shall fail, neglect or refuse to perform any of Owner's promises or agreements hereunder or breach any promise, covenant, warranty or agreement made in the Loan Documents, or if it shall appear that the Improvements are being constructed in violation of any covenants or restrictions or zoning ordinances affecting the Property, or if it becomes apparent that the Owner and Owner's contractors will not complete the Improvements within the time specified herein, or if the Owner shall become insolvent, or if there is filed a voluntary or involuntary petition in bankruptcy of the following shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or Owner, and the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 same is to acceleratenot dismissed within 45 days, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general an assignment for the benefit of creditorscreditors is made by the Owner, files a petition then and in bankruptcyeither such event the Owner shall be considered in default hereunder and the Lender may, is adjudicated insolvent or bankruptat its option, petitions without prejudice to any court other right or remedy Lender may have as a matter of law, either: (a) Withhold further disbursements hereunder; or (b) At its option, declare all sums evidenced by the Note and secured by the Mortgage, and all sums due hereunder, to be immediately due and payable, and unless same are paid on demand, may foreclose the Mortgage; or (c) Enter upon and take possession of the Property and assume full charge of the construction of the Improvements as the agent of the Owner and Owner's contractors may complete, or enter into a contract with another to complete, the Improvements. The Owner agrees to pay the Lender, on demand, all costs and expenses of completion of the Improvements, including all sums disbursed by the Lender incident to said completion and a reasonable charge by the Lender for its services incident thereto and reasonable attorney's fees incurred by the Lender incident to said default and the completion of construction, or incident to the enforcement of any provisions hereof, and all such sums, even though they may, when added to the monies advanced and disbursed under this Construction Loan Agreement, exceed the amount of the Note, shall be secured by the lien of the Mortgage as though the same were a receiver or trustee for Borrower or any substantial part of the debt originally described in and secured thereby. If said sums are not paid by the Owner immediately on demand, the Lender may declare all such sums, and all other sums secured by the Mortgage, immediately due and payable and may proceed to foreclose the same. 7.02 The times provided for Owner's performance of its property, commences any proceeding relating to covenants and agreements hereunder are of 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 essence of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;this Construction Loan Agreement.

Defaults. Each 7.1. Undertenant acknowledges that all services, repairs, restorations, equipment and access to and for the Premises and any insurance coverage of the following Building will in fact be provided by Overlandlord or Sublandlord, and Underlandlord shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or have no obligation during the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Underlease to provide any such services, repairs, restorations, equipment, access or any other agreement with Lender insurance. Undertenant agrees to look solely to Overlandlord and/or Sublandlord for the furnishing of such services, repairs, restorations, equipment, access and insurance. Underlandlord shall in no event be liable to Undertenant nor shall the obligations of Undertenant hereunder be impaired or the Prior Intercreditor Lenders; Failure by Borrower performance thereof excused because of any failure or delay on Overlandlord's or Sublandlord's part in furnishing such services, repairs, restorations, equipment, access or insurance. If Overlandlord or Sublandlord shall default in any of their obligations to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which Underlandlord with respect to the Premises, Undertenant shall continue after the applicable grace period, if any, specified be entitled to participate with Underlandlord in the agreement relating enforcement of Underlandlord's rights against Overlandlord or Sublandlord, as the case may be, but Underlandlord shall have no obligation to bring any action or proceeding or to take any steps to enforce Underlandlord's right, against Overlandlord or Sublandlord, as the case may be. If, after written request from Undertenant, Underlandlord shall fail or refuse to take appropriate action for the enforcement of Underlandlord's rights against Overlandlord or Sublandlord, as the case may be, with respect to the Premises within a reasonable period of time considering the nature of Overlandlord's or Sublandlord's default, as the case may be, Undertenant shall have the right to take such action in its own name, and for that purpose and only to such indebtedness extent, all of the rights of Underlandlord under the Main Lease or obligation; failure by Borrower Sublease, as the case may be, hereby are conferred upon and assigned to comply with the provisions of any other covenant, obligation or term of any agreement relating Undertenant and Undertenant hereby is subrogated to such indebtedness rights to the extent that the same shall apply to the Premises. If any such action against Overlandlord or obligation Sublandlord, as the case may be, in Undertenant's name shall be barred by reason of lack of privity, nonassignability or otherwise, Undertenant may take such action in Underlandlord's name provided Undertenant has obtained the prior written consent of Underlandlord, which consent shall continue after the applicable grace periodnot be unreasonably withheld or delayed, if anyprovided, specified in such agreement if the effect and Undertenant hereby agrees, that Undertenant shall indemnify and hold Underlandlord harmless from and against all liability, loss, damage or expense, including, without limitation, reasonable attorney's fees, which Underlandlord shall suffer or incur by reason of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;action.

Defaults. Each The following are events of the following shall constitute a default under this Note (a "each, an “Event of Default"”): Failure by Exhibit H Borrower shall fail to make pay any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note principal, interest, fees, charges, or any other agreement amount when due and payable hereunder; or Exhibit I Borrower shall fail to deliver any Conversion Shares in accordance with Lender the terms hereof; or the Prior Intercreditor Lenders Exhibit J a receiver, trustee or other similar official shall be false appointed over Borrower or inaccurate in any a material respect when madepart of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or failure by Exhibit K Borrower shall become insolvent or generally fails to comply with the provisions of any other covenantpay, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower admits in writing its inability to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the pay, its debts as they become due, subject to applicable grace periodperiods, 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 Exhibit L Borrower shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes make a general assignment for the benefit of creditors, files ; or Exhibit M Borrower shall file a petition in for relief under any bankruptcy, is adjudicated insolvent insolvency or bankruptsimilar law (domestic or foreign); or Exhibit N an involuntary proceeding shall be commenced or filed against Borrower; or Exhibit O Borrower shall default or otherwise fail to observe or perform any covenant, petitions obligation, condition or agreement of Borrower contained herein or in any other Exchange Document (as defined in the Exchange Agreement), other than those specifically set forth in this Section 4.1 and Section 8 of the Exchange Agreement; or Exhibit P any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any court for Exchange Document, or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or Exhibit Q the occurrence of a receiver Fundamental Transaction without Lender’s prior written consent; or trustee for Exhibit R Borrower shall fail to maintain the Share Reserve as required under the Exchange Agreement; or Exhibit S Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; or Exhibit T any money judgment, writ or similar process shall be entered or filed against Borrower or any substantial part subsidiary of Borrower or any of its propertyproperty or other assets for more than $100,000.00, commences any proceeding relating to the arrangementand shall remain unvacated, readjustment, reorganization unbonded or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed unstayed for a period of sixty twenty (6020) dayscalendar days unless otherwise consented to by Lender; or Exhibit U Borrower by shall fail to be DTC Eligible; or Exhibit V Borrower shall fail to observe or perform any act indicates its consent or acquiescence covenant set forth in any such proceeding or Section 8 of the appointment of any such trustee or receiver;Exchange Agreement.

Defaults. Each Without in any way limiting or restricting the demand nature of any of the Obligations and the Lender's rights to demand, at any time, payment of any or all of the Obligations payable on demand, the Obligations secured by this Security Agreement shall be immediately due and payable in full and the security hereby constituted shall become enforceable without the need for any action or notice on the part of the Lender upon the happening of any of the following shall constitute a default under this Note events (herein called a "Default"): Failure ): (a) If an Event of Default shall occur and be continuing under the Loan Agreement dated as of the date hereof by Borrower and among the Lender and Steelbank Inc. (as the same may be amended, restated, revised and supplemented from time to time, the "Loan Agreement"); (b) If the Debtor shall fail to make any payment due under of any of the Obligations when due; (c) If the Debtor commits a breach of or fails to observe or perform any of the covenants, terms or conditions contained in this Note Security Agreement or under in any other agreement with Lender or instrument from time to time in effect between the Prior Intercreditor Lenders; Debtor and the Lender, whether relating to the Obligations or not, or if any representation or warranty by Borrower under this Note of the Debtor made to the Lender or otherwise contained herein or in any other agreement or instrument from time to time in effect between the Debtor and the Lender, whether relating to the Obligations or not, shall be established by the Lender to have been incorrect in any respect; (d) If any guarantor (individually a "Guarantor" and collectively "Guarantors") of the Obligations commits a breach of or fails to observe or perform any covenant, term or condition contained in any agreement or writing to which the Guarantor and the Lender are parties; (e) If the Debtor shall default under any instrument or agreement with respect to any indebtedness or other obligation of it to the Lender or the Prior Intercreditor Lenders shall be false to any creditor or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of any other covenantperson, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace period, if any, specified in the agreement relating to provided that 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 acceleratedefault has resulted in, or permit may result in, with notice or lapse of time, or both, the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared in favour of such person or the right of such person to be due and payablerealize upon the Collateral; (f) If the Debtor or any Guarantor ceases paying its debts as they mature, ceases or required threatens to be prepaidcease to carry on its business, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general an assignment for the benefit of creditors, files a petition commits any act or does any thing constituting or being an event of bankruptcy or insolvency (as defined or provided for in bankruptcyany applicable statute), is adjudicated insolvent fails to defend in good faith any action, suit or bankruptproceeding commenced against it, petitions fails to discharge or appeal forthwith any judgment for the payment of money rendered against it, fails to pay any taxes, rates or charges when due, in consequence of which any lien or other encumbrance, inchoate or otherwise, upon the Collateral arises or could arise thereby, applies to any court tribunal or similar body for a receiver the appointment or trustee for Borrower authorization of any receiver, trustee, liquidator or sequestrator or otherwise commences any proceedings relating to any substantial part portion of its propertyproperty under any reorganization, commences any proceeding relating to the arrangementarrangement or readjustment of debt, readjustmentdissolution, reorganization winding-up, adjustment, composition or liquidation law or statute of any jurisdiction including, without limitation, under any bankruptcy the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding-Up and Restructuring Act (Canada) or similar laws; the Bankruptcy Code (United States), whether now or hereafter in effect (each of the foregoing herein referred to as a "Proceeding"); (g) If there is commenced against Borrower the Debtor or any Guarantor any Proceeding and an order approving the petition or dissolution, liquidation or winding up is entered, or such proceedings which remain Proceeding remains undismissed for a period of sixty (60) 30 days; , any receiver, trustee, liquidator, sequestrator or Borrower similar official of or for the Debtor or any Guarantor or any substantial portion of the property of the Debtor or any Guarantor is appointed, the Debtor or any Guarantor by any act indicates its consent to or approval of or acquiescence in any such proceeding Proceeding or the appointment of any such trustee receiver, trustee, liquidator, sequestrator or receiver;similar official of or for the Debtor or any Guarantor or any substantial portion of the property of the Debtor or any Guarantor or if any writ of seizure and sale, distress or similar process is levied or enforced against a substantial portion of the property and assets of the Debtor or any Guarantor or otherwise remains undischarged or not defended or appealed forthwith; or (h) If the Lender, in its absolute discretion, concludes as the result of the occurrence of any change in the condition or affairs (financial or otherwise) of the Debtor or any Guarantor, that the essential basis of the Obligations or security hereby constituted has been impaired or otherwise altered.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note (a an "Event of Default"): Failure by : (a) The Borrower shall fail to make pay any payment due under this Note or under any other agreement interest with Lender respect to the Revolving Notes or the Prior Intercreditor Lenders; Term Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. NYDOCS01/1613908 34 (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower under this Note herein or any other agreement with Lender hereunder or the Prior Intercreditor Lenders shall be false or inaccurate in any material certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect when made; that is materially adverse to the interests of the Lenders or failure by 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 comply with the provisions of any other covenantthis Agreement, obligation and such default or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the applicable grace periodBorrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, if anyindenture, specified agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the 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 in a principal amount not less than $100,000,000 shall continue after the applicable grace period, if any, specified have occurred and shall result in such agreement if Indebtedness becoming or being declared due and payable prior to the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be on which it otherwise would become due and payable, or required to be prepaid, prior to 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 stated maturity date thereofBorrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the existing defaults listed Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Schedule Borrower or the Broker Subsidiary, or against all or a substantial part of Exceptions attached hereto as Schedule 2 the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall not constitute a Default so long as any creditor involved 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 defaults takes no further actions and exercises no further remedies to collect on involuntary proceeding or involuntary petition. (g) The Borrower or the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes Broker Subsidiary shall commence a general assignment for the benefit of creditors, files a petition in voluntary case under any applicable bankruptcy, is adjudicated insolvent insolvency or bankruptother similar law now or hereafter in effect, petitions or shall consent to any court 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 receiver, liquidator, assignee, custodian, trustee, sequestrator (or trustee for similar official) of the Borrower or Broker Subsidiary or for any substantial part of its propertyrespective properties, commences or shall make any proceeding relating general assignment for the NYDOCS01/1613908 35 benefit of creditors, or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the arrangementforegoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, readjustmentand the same shall not be discharged (or provisions shall not be made for such discharge), reorganization or liquidation under any bankruptcy or similar laws; there is commenced against a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower any such proceedings which remain undismissed for a shall not, within said period of sixty 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. (60i) days; At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or Borrower better) by any act indicates its consent Standard & Poor’s Ratings Service, a Division of The XxXxxx-Xxxx Companies, Inc., or acquiescence in any such proceeding (b) Baa3 (or the appointment of any such trustee or receiver;better) by Xxxxx’x Investors Service, Inc.

Defaults. Each Any one of the following events shall constitute be deemed to be a default Default by Tenant under this Note Lease: (a) Tenant shall fail to pay any installment of Rental or other sum hereby reserved and such failure shall continue for a "Default"): Failure by Borrower period of five (5) business days after receipt of written notice to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders Tenant. (b) Tenant shall be false or inaccurate in any material respect when made; or failure by Borrower fail to comply with any provision (including the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 be declared to be due rules 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 regulations attached hereto as Schedule 2 Exhibit "B") of this Lease, other than the payment of Rental, and shall not constitute cure such failure within fifteen (15) days after delivery of written notice to Tenant, provided that if such default is of a Default so long nature that it cannot reasonably be cured within fifteen (1 5) days, Tenant shall have such additional time as is reasonably necessary to cure such default, provided that Tenant commences to cure such default promptly, and in any creditor involved event, within such fifteen (15) day period, and diligently pursues such curing to its completion, and further provided that failure to cure such default within such fifteen (1 5) day period does not adversely affect the Premises, the Building or the Building's operation or Landlord's ability to enforce its rights under this Lease. (c) The filing or execution or occurrence of: a petition in such defaults takes no further actions and exercises no further remedies to collect on bankruptcy or other insolvency proceeding by or against Tenant or any guarantor of Tenant's obligations; or petition or answer seeking relief under any provision of the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor LendersBankruptcy Act; Borrower makes a general or an assignment for the benefit of creditors, files creditors or composition; or a petition in bankruptcyor other proceeding by or against Tenant or any guarantor of Tenant's obligations for the appointment of a trustee, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower liquidator of Tenant or any substantial part guarantor of its Tenant's obligations or any of Tenant's or such guarantor's property, commences ; or a proceeding by any proceeding relating to governmental authority for the arrangement, readjustment, reorganization dissolution or liquidation under of Tenant or any bankruptcy or similar laws; there is commenced against Borrower guarantor of Tenant's obligations (provided that if any such proceedings which action is not filed by Tenant or any guarantor, it shall not be a Default under this Lease unless it shall remain undismissed for a an aggregate period of sixty (60) days; , whether or Borrower by not consecutive). (d) Tenant shall abandon, desert or vacate any act indicates its consent substantial portion of the Premises. (e) Tenant shall default under any other lease with Landlord, now existing or acquiescence in any such proceeding or the appointment of any such trustee or receiver;hereafter entered into.

Defaults. Each of the following 1. If (a) Tenant shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower fail to pay when the rental or other charges due any other indebtedness or obligations in excess hereunder within five (5) days after receipt of fifty thousand dollars written notice thereof by Tenant ($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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 event that Landlord gives Tenant one such notice within any twelve (12) month period, Landlord shall not constitute a Default so long as be required to give such notice thereafter during such twelve month period), or (b) Tenant shall fail to perform any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on of the obligations involved and the Company otherwise remains in compliance with all other provisions terms, conditions or covenants of this Note Lease to be performed or observed by Tenant for more than thirty (30) days after receipt by Tenant of written notice from Landlord specifying in detail the nature of such failure (or such other reasonable times as necessary if such default is a default which is susceptible of cure but cannot be cured within thirty (30) days and all other agreements with Lender Tenant, upon receipt of such notice, promptly and the Prior Intercreditor Lenders; Borrower makes a general diligently attempts to effect such cure), (c) Tenant shall be adjudged bankrupt or insolvent or shall make an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for (d) a receiver or trustee for Borrower of Tenant's property shall be appointed and such receiver or any substantial part of its propertytrustee, commences any proceeding relating to as the arrangementcase may be, 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 shall not be discharged within sixty (60) days; or Borrower by any act indicates its consent or acquiescence days after such appointment, then in any such proceeding case, Landlord may, at its option, upon written notice to Tenant, recover possession of and re-enter the Leased Premises without accepting a surrender of the Leased Premises or affecting Tenant's liability for past rent and other charges due or future rent and other charges to accrue hereunder. As an alternative, at the appointment election of Landlord, Landlord shall have the right, upon written notice to Tenant, to declare this Lease terminated and canceled and to accept surrender of the Leased Premises (without the need for any affirmative act or acquiescence by Tenant) without any further rights or obligations on the part of Landlord or Tenant (other than Tenant's obligation for rent and other charges due and owing through the date of termination and the performance of all of the terms and provisions of this Lease due and owing or accrued through the date of termination), so that Landlord may relet the Leased Premises without any right on the part of Tenant to any credit or payment resulting from any reletting of the Leased Premises. In the event of any such trustee default, Landlord shall be entitled to recover from Tenant all other damages sustained by Landlord on account of the breach of this Lease, including, but not limited to, the costs incurred by Landlord in re-entering and recovering possession of the Leased Premises and the cost of repairs, alterations and brokerage fees connected with the reletting of the Leased Premises. The provisions herein shall be in addition and without prejudice to any other rights or receiver;remedies as are available at law or otherwise. Notwithstanding anything to the contrary contained herein, Landlord shall use reasonable efforts to mitigate the damages which might arise as a result of a default by Tenant; and in the event Landlord relets the Leased Premises, the amount received therefrom prior to termination of this Lease shall be credited to Tenant after deducting therefrom Landlord's reasonable expenses. 2. The rights and remedies of Landlord or Tenant under this Lease shall be cumulative and the exercise of any of them shall not be exclusive of any other right or remedy provided by this Lease or allowed by law, and the waiver by Landlord or Tenant of any breach of any covenant of this Lease shall be limited to the particular instance and shall not operate or be deemed to waive any future breach of the same or any other covenant on the same or any other occasion. 3. No extension of time, forbearance, neglect or waiver on the part of Landlord or Tenant, as the case may be, with respect to any one or more of the covenants, terms or conditions of this Lease, shall be construed as a waiver of any of the other covenants, terms or conditions of this Lease, or as an estoppel against Landlord or Tenant, as the case may be. 4. Landlord shall have the right at any time, after ten (10) days notice to Tenant (or without notice in case of emergency or in case any fine, penalty, interest or cost may otherwise be imposed or incurred), to make any payment or perform any act required of Tenant under any provision of this Lease, and in exercising such right, to incur necessary and incidental costs and expenses, including reasonable attorney's fees. Nothing herein shall imply any obligation on the part of Landlord to make any payment or perform any act required of Tenant, and the exercise of the right to so do shall not constitute a release of any obligation or a waiver of any default. All payments made and all costs and expenses incurred in connection with any exercise of such right shall be reimbursed to Landlord by Tenant within fifteen (15) days after receipt of Landlord's xxxx therefor. In the event of nonpayment thereof, Landlord shall have the rights and remedies it would have hereunder or by law in the case of nonpayment of rent. 5. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover all costs and expenses including reasonable attorney's fees. 6. Should Landlord default in the performance of the covenants required to be performed by Landlord under this Lease, Tenant may serve upon Landlord a notice specifying the default and requiring performance by Landlord within a period of time set forth in such notice, which shall not be less than thirty (30) days after receipt of said written notice; provided, however, Tenant shall have the right (but not the obligation) to remedy such default without notice in the event of emergency. In the event of such default by Landlord after notice shall have been given as aforesaid which is not cured by Landlord within such thirty (30) day period, then Tenant, in addition to any other right or remedy Tenant may have at law or equity, shall have the right (but not the obligation) to cure Landlord's default and Landlord, within fifteen (15) days after receipt of Tenant's xxxx therefor, shall reimburse Tenant the reasonable costs incurred by Tenant in curing Landlord's default as aforesaid. However, if any default shall occur which cannot, with due diligence, be cured within a period of thirty (30) days from and after the giving of notice as aforesaid, then Landlord shall be deemed to be complying with such notice if Landlord promptly commences to take reasonable steps to cure such default during such time period and proceeds diligently thereafter to in fact cure such default. 7. Tenant acknowledges that late payment of rent (fixed rental or additional rental) could result in Landlord's mortgagee imposing a late charge on Landlord, and, accordingly, Tenant agrees that, if rent (fixed rental or additional rental) due hereunder is not paid by the fifth (5th) day after it is due (or within five (5) days after receipt of written notice of default if such late payment is the first such late payment

Defaults. Each If on the Closing Date, any Initial Purchaser shall fail or refuse to purchase the Senior Discount Notes that it has agreed to purchase hereunder on such date, and the aggregate principal amount at maturity of such Senior Discount Notes that such defaulting Initial Purchaser agreed but failed or refused to purchase does not exceed 10% of the following total aggregate principal amount at maturity of such Senior Discount Notes that all of the Initial Purchasers are obligated to purchase on such Closing Date, the non-defaulting Initial Purchaser(s) shall constitute a default under be obligated to purchase the amount of the Senior Discount Notes that such defaulting Initial Purchaser agreed but failed or refused to purchase on such date in proportion to the respective proportions that the aggregate principal amount at maturity of Senior Discount Notes set forth opposite their respective name(s) in Schedule A hereto bear to the aggregate principal amount at maturity of Senior Discount Notes set forth opposite the names of the non-defaulting Initial Purchaser(s). If, on the Closing Date, any of the Initial Purchasers shall fail or refuse to purchase Senior Discount Notes in an aggregate principal amount at maturity that exceeds 10% of such total aggregate principal amount at maturity of the Senior Discount Notes and arrangements satisfactory to the other Initial Purchaser(s) and the Company for the purchase of such Senior Discount Notes are not made within 48 hours after such default, this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender Agreement shall terminate without liability on the part of the non-defaulting Initial Purchaser(s) or the Prior Intercreditor Lenders; Company, except as otherwise provided in Section 12 hereof. In any representation or warranty by Borrower under such case that does not result in termination of this Note or any other agreement with Lender Agreement, the Initial Purchasers or the Prior Intercreditor Lenders shall be false or inaccurate Company may postpone the Closing Date for not longer than seven days, in any material respect when made; or failure by Borrower to comply with order that the provisions of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after the applicable grace periodrequired changes, if any, specified in the agreement relating to such indebtedness any documents or obligation; failure by Borrower to comply with the provisions arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Initial Purchaser from liability in respect 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 default by any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of Initial Purchaser under this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Agreement.

Defaults. Each If Lessee shall default in the payment of any rent herein reserved or in the following shall constitute a default performance of any of its obligations under this Note lease, and if the Lessor shall give the Lessee notice in writing of such default and Lessee shall fail to cure the default within thirty (a "Default"): Failure by Borrower 30) days after the date of receipt of such notice or if the default should be of such character as to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders require more than thirty (30) days to cure and Lessee shall be false or inaccurate fail to use reasonable diligence in curing such default, then and in any material respect when made; or failure by Borrower to comply with such event the provisions Lessor may at Lessor's option, terminate this lease. In the event (a) Lessee shall cease its operations on the leased premises for a period of any other covenant, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars six ($50,0006) 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 acceleratemonths, or permit (b) Lessee should abandon the acceleration ofleased premises, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared then Lessor may, at its election terminate this lease by written notice thereof to be due and payable, or required to be prepaid, prior to the stated maturity date thereofLessee; provided, however, that should Lessee's cessation of operations be due to acts of God, strikes, war, force majeure, or other causes beyond the existing defaults listed in the Schedule reasonable control of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in Lessee, then (unless 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 termination is authorized by other provisions of this Note lease) during such period or cessation, Lessor may not cancel this lease. Upon such termination hereinabove described, Lessor may reenter the leased premises without further notice or demand without being in any matter liable therefore, and all other agreements with Lender Lessor may hold the leased premises free from any further liability as may be have arisen theretofore, or Lessor may enter the leased premises as aforesaid and, as agent of Lessee, relet the same for the balance of the term of this lease or for a shorter or longer term and may receive the Prior Intercreditor Lenders; Borrower makes a general rent therefore, and apply the same first to the payment of the expense of such reletting and second to the payment of rent due and to become due by this lease, Lessee remaining liable for and agreeing to pay any deficiency. The filing of any petition of bankruptcy or insolvency, or for reorganization under the Bankruptcy Act, or an assignment for the benefit of creditorsthe creditors by Lessee unless the foregoing events be vacated, files a petition in bankruptcy, is adjudicated insolvent cancelled 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 nullified within a period of sixty (60) days; or Borrower , shall constitute a default by any act indicates its consent or acquiescence in any such proceeding or Lessee under the appointment terms of any such trustee or receiver;this Lease.

Defaults. Each a. Subject to any extensions granted in accordance with this Agreement, failure by either Party to perform any term or provision of this Agreement, after receiving notice from the following shall constitute a other Party and failing to cure, as set forth in Section 6.1(c) below, constitutes an event of default under this Note Agreement. b. A Party claiming a default (a "DefaultClaimant"): Failure by Borrower ) shall give written notice of default to make any payment due under this Note or under any the other agreement with Lender or Party, specifying the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders default complained of. Notice shall be false given to the other Party as provided in Section 7.3 hereof. c. Claimant shall not institute proceedings against the other Party, nor be entitled to damages, if the other Party, within fourteen (14) days following receipt of the notice of default, commences to cure, correct or inaccurate remedy the default asserted in any material respect when madesuch notice, and completes such cure, correction or remedy within thirty (30) days following receipt of such notice; or failure by Borrower provided, however, that if the defaulting Party has commenced and is diligently working to comply with cure the provisions of any other covenantdefault and the time period necessary to cure is longer than thirty (30) days, obligation or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which such cure period shall continue after as long as reasonably necessary to allow for cure, not to exceed ninety (90) days or such other time period as mutually agreed to by the applicable grace periodParties in writing. d. Notwithstanding any provision herein to the contrary, if anythe Property’s ad valorem real property taxes or special assessments have not been timely paid, specified in upon written notice by the agreement relating to such indebtedness or obligation; failure by Borrower to comply with the provisions of any other covenant, obligation or term of any agreement relating to such indebtedness or obligation which shall continue after the applicable grace period, if any, specified in such agreement if the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior City sent to the stated maturity date thereofDeveloper in accordance with Section this Agreement; provided, however, that the existing defaults listed Developer shall pay or cause to be paid any and all amounts that are contested under protest while any such proceedings are pending. e. The following shall constitute an event of default under this Agreement: the entry of a decree or order by a court having jurisdiction in the Schedule premises for relief in respect of Exceptions attached hereto the Developer, or adjudging the Developer a bankrupt or insolvent, or approving as Schedule 2 shall not constitute properly filed a Default so long as petition seeking reorganization, adjustment or composition of or in respect of the Developer under the United States Bankruptcy Code or 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 applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment or 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 Developer or any substantial part of its propertythe Property, commences any proceeding relating to or ordering the arrangement, readjustment, reorganization winding up or liquidation under any bankruptcy or similar laws; there is commenced against Borrower of its affairs, and the continuance of any such proceedings which remain undismissed decree or order unstayed and in effect for a period of sixty (60) consecutive days; . f. The following shall constitute an event of default under this Agreement: the commencement by the Developer, any member of the Developer of a voluntary case, by it of proceedings to be adjudicated a bankrupt or Borrower insolvent, or the consent by it to the Developer, any member of the Developer of bankruptcy or insolvency proceedings against it, or the filing by any act indicates its of them of a petition or answer or consent seeking reorganization, arrangement or relief under the United States Bankruptcy Code or any other applicable federal or state law, or the consent or acquiescence in by it to the filing of any such proceeding petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Developer, any member of the Developer or any substantial part of their property, or the making by it of an assignment for the benefit or creditors, or the admission by it in writing of its inability or its failure to pay its debts generally as they become due, or the taking of corporate action by the Developer or any member of the Developer in furtherance of any such trustee or receiver;action.

Defaults. Each (a) A default (“Default”) under this Note shall mean the occurrence of any “Default” under the Loan Agreement, the Mortgage or any other Loan Document. Upon the occurrence and during the continuance of any Default, Administrative Agent on behalf of the Lenders shall have the right, among other things, 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, immediately due and payable (and upon such declaration, the same shall be immediately due and payable) (in each case, to the extent such amounts do not automatically become immediately due and payable pursuant to the provisions of the Loan Agreement); to foreclose any liens and security interests on any Collateral; and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at Law or in equity. (b) All of the rights, remedies, powers and privileges of Administrative Agent and Lenders provided for in the Loan Document, at law or in equity (together, “Rights”) are cumulative of each other, and no Right conferred upon or reserved to Administrative Agent and/or Lenders is intended to be exclusive of any other Rights. No delay or omission of Administrative Agent or Lenders to exercise any Right accruing upon the happening of a Default shall impair any such Right or shall be construed to be a waiver of any such Default or any acquiescence therein. No delay or omission on the part of Administrative Agent or Lenders to exercise any option for acceleration of the maturity of the Indebtedness, or for foreclosure of any Mortgage following any Default as aforesaid, or any other option granted to Administrative Agent and Lenders under the Loan Documents in any one or more instances, or the acceptances by Administrative Agent or Lenders of any partial payment on account of the Indebtedness, shall constitute a default under this Note (a "waiver of any such Default"): Failure by Borrower , and each such option shall remain continuously in full force and effect. No Right herein conferred upon or reserved to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Administrative Agent and/or Lenders shall is intended to be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions exclusive of any other covenant, obligation Rights provided for in any of the other Loan Documents. The resort to any Right shall not prevent the concurrent or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations 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 subsequent employment of any other covenantRight or preclude any other or further exercise thereof. Every Right may be pursued separately, obligation successively or term together against each Borrower, Operating Lessee, Guarantor or any Collateral or any part thereof, and every Right may be exercised from time to time as often as may be deemed expedient by the Required Lenders. Without limiting the generality of the foregoing provisions, the acceptance by Administrative Agent or any Lender from time to time of any agreement relating to such indebtedness payment under the Loan Documents which is past due or obligation which shall continue after is less than the applicable grace period, if any, specified payment in such agreement if full of all amounts due and payable at the effect time of such failure is to acceleratepayment, shall not (i) constitute a waiver of or impair or extinguish the exercise of any Right at the time or at any subsequent time, or permit the acceleration of, the due date of such indebtedness or obligation; or nullify any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment exercise of any such trustee Right, or receiver;(ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect.

Defaults. Each of the following shall constitute be deemed an event of default (an “Event of Default”) and a default breach of this Lease by Tenant: (a) If Tenant shall fail to pay any installment of Base Rent within five (5) days of its due date under this Note Lease. (a "Default"): Failure b) If Tenant shall fail to pay any Additional Rent required to be paid by Borrower Tenant hereunder and such failure is not cured within five (5) days (or such longer period as may be specified herein) after Landlord has delivered written notice that the same was due and payable. (c) If Tenant shall fail to make perform or observe of any payment due of the other agreements, conditions, covenants or terms that Tenant is obligated to perform or observe under this Note Lease and such failure is not remedied within thirty (30) days (or such different period as may be specified herein) after written notice thereof has been delivered by Landlord (or, if such default is of a nature that it cannot be completely remedied within said thirty (30) day period (or such different period as may be specified herein), then if Tenant does not agree in writing within such thirty (30) day period (or such different period as may be specified herein) to cure the same, commence and thereafter diligently prosecute the cure and complete the cure within a reasonable period of time under the circumstances, not to exceed ninety (90) days, after such original written notice of default by Landlord to Tenant). (d) If Tenant shall sell, assign, mortgage, encumber, sublease or transfer all or any other agreement with Lender of its interest in this Lease or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note Premises or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply portion thereof without compliance with the provisions of this Lease applicable thereto. (e) If (i) Tenant shall commence any case, proceeding or other covenantaction (A) under any existing or future law of any jurisdiction, obligation domestic or term foreign, relating to bankruptcy, insolvency, reorganization or relief of this Note debtors, seeking to have an order for relief entered with respect to Tenant or seeking to adjudicate Tenant a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to Tenant or Tenant’s debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess substantial part 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 obligationTenant’s property; or any such indebtedness or obligation (ii) Tenant shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes make a general assignment for the benefit of Tenant’s creditors; or (iii) there shall be commenced against Tenant any case, files proceeding or other action of a petition nature referred to in bankruptcyclause (i) above or seeking issuance of a warrant of attachment, is adjudicated insolvent execution, distraint or bankrupt, petitions to any court for a receiver or trustee for Borrower similar process against all or any substantial part of its Tenant’s property, commences any which case, proceeding relating to or other action (A) results in the arrangemententry of an order for relief or (B) remains undismissed, readjustment, reorganization undischarged or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed unbonded for a period of sixty (60) days; or Borrower by (iv) Tenant shall take any act indicates its consent action consenting to or acquiescence in any such proceeding or the appointment approving of any of the acts set forth in clause (i) or (ii) above; or (v) Tenant shall generally not, or shall be unable to, pay Tenant’s debts as they become due or shall admit in writing Tenant’s inability to pay Tenant’s debts. (f) If Tenant is a corporation and shall cease to exist as a corporation in good standing in the state of its incorporation (unless Tenant simultaneously becomes incorporated and in good standing in another state) or if Tenant is a partnership or other entity and Tenant shall be dissolved or otherwise liquidated, then if Tenant does not completely remedy such trustee default immediately (or receiver;if Tenant’s only knowledge of such default is by receipt of written notice of such default, then within the ten (10) day period following receipt of such written notice). (g) If Tenant fails or refuses to execute any subordination agreement required pursuant to Article X or estoppel certificate required pursuant to Article XIV within ten (10) Business Days after Tenant’s receipt thereof (h) If Tenant’s liquor or gaming licenses are suspended or revoked for a period of more than ten (10) consecutive days. (i) If Tenant receives notice of a Material Violation of Gaming Laws from any of the applicable Gaming Authorities and fails to respond to the violation or cure it within the time prescribed under said notice or under applicable Gaming Laws.

Defaults. Each The occurrence of any of the following events shall constitute a default under this Note an “Event of Default”: (a "Default"): Failure by a) The Borrower shall fail to make pay any payment due under this Note or under any other agreement interest with Lender respect to the Revolving Loans or the Prior Intercreditor Lenders; Term Loans or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Loans or the Term Loans in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower under this Note herein or any other agreement with Lender hereunder or the Prior Intercreditor Lenders shall be false or inaccurate in any material certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect when made; that is materially adverse to the interests of the Lenders or failure by 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 comply with the provisions of any other covenantthis Agreement, obligation and such default or term of this Note or any other agreement with Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the applicable grace periodBorrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, if anyindenture, specified agreement or instrument under which there is issued, or by which there is secured or evidenced, any Indebtedness (other than in respect of Hedge Agreements) of the 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 in a principal amount not less than $100,000,000 shall continue after the applicable grace period, if any, specified have occurred and shall result in such agreement if Indebtedness becoming or being declared due and payable prior to the effect of such failure is to accelerate, or permit the acceleration of, the due date of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be on which it otherwise would become due and payable, or required to be prepaid, prior to 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 stated maturity date thereofBorrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the existing defaults listed Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Schedule Borrower or the Broker Subsidiary, or against all or a substantial part of Exceptions attached hereto as Schedule 2 the property of either of them, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, reorganization or similar law, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall not constitute a Default so long as any creditor involved 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 defaults takes no further actions and exercises no further remedies involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to collect on the obligations involved and entry of an order for relief in an involuntary case under such law, or shall consent to the Company otherwise remains in compliance with all other provisions appointment of this Note and all other agreements with Lender and or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Prior Intercreditor Lenders; Borrower makes a or Broker Subsidiary or for any substantial part of its respective properties, or shall make any general assignment for the benefit of creditors, files or shall fail generally to pay its respective debts as they become due or shall take any corporate action in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a petition in bankruptcycourt or courts of competent jurisdiction, is adjudicated insolvent and the same shall not be discharged (or bankruptprovisions shall not be made for such discharge), petitions to any court for or a receiver or trustee for stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower or any substantial part of its propertyshall not, 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 within said period of sixty 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. (60i) days; At any time after a Change in Control, the Borrower fails to maintain at least one of the following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or Borrower better) by any act indicates its consent S&P Global Ratings or acquiescence in any such proceeding (b) Baa3 (or the appointment of any such trustee or receiver;better) by Xxxxx’x Investors Service, Inc.

Defaults. Each of the following 21.0.1 If Tenant shall constitute a default under this Note (a "Default"): Failure by Borrower fail at any time to make any payment due or to perform any act on its part to be made or performed under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate Lease in any material respect when made; or failure by Borrower to comply accordance with the provisions terms hereof, Lessor, at its sole discretion, without notice or demand, and without waiving or releasing Tenant from any obligation of any Tenant hereunder may make such payment or perform such act to the extent that Lessor may deem desirable, and in connection therewith may employ attorneys and pay expenses. All sums so paid by Lessor and all reasonable expenses in connection therewith and all rent and other covenant, obligation or term of this Note or any other agreement with Lender or charges payable by Tenant hereunder shall bear interest thereon at the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after then prevailing commercial rate from 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 payment by Lessor or obligation; or any the date such indebtedness or obligation payment by Tenant was due, as the case may be, and shall be declared deemed to be payable by Tenant to Lessor and may be collected by exercising all remedies provided by law and provided herein for collection of rent. 21.0.2 If Tenant shall default in the payment of any installment of rent, additional rent or other amount provided for under this Lease as the same becomes due and payable, or required to should an execution be prepaid, prior to issued against the stated maturity date thereof; provided, however, that Tenant and a levy made upon the existing defaults listed Tenant's interest in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as Premises or any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general part thereof, or bankruptcy proceedings be commenced by or against Tenant, or an assignment be made by Tenant for the benefit of or creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver be appointed for Tenant, then and in such event the entire rent for the balance of the term, at the option of Lessor, shall become due and payable at once as if by the terms of this Lease it were all payable in advance. 21.0.3 Lessor shall have the right to distrain upon any property on the Premises for unpaid rent, additional rent and other amounts payable by Tenant hereunder. 21.0.4 If Tenant shall default in the payment of any installment of rent, additional rent or trustee other amount provided for Borrower under this Lease or in the performance of any covenant or condition of this Lease and fail to cure or commence and diligently proceed to cure such default within ten (10) days after written demand by Lessor that the default be cured, Lessor, at its option, may enter upon the Premises without process of law and take possession thereof, together with all Improvements and appurtenances. 21.0.5 No waiver by Lessor of any breach by Tenant of any covenants or conditions contained herein shall be construed to be a waiver of any other covenant or condition or any substantial part succeeding breach of its propertythe same covenant or condition. Termination of the Term, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment receipt of rent after default or after judgment or after execution shall not deprive Lessor of any such trustee other actions against Tenant for possession or receiver;for rent or for damages. Lessor may use the remedies herein given or other prescribed by law, or both, as often as it may deem necessary.

Defaults. Each (a) Licensee and Licensor shall have fifteen (15) days after receipt of the following shall constitute a default under this Note written notice to cure any monetary Licensor Default or Licensee Default, respectively, and thirty (a "30) days after receipt of written notice to cure any non-monetary Licensor Default or Licensee Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders, respectively; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, provided however, that if any Licensor Default or Licensee Default is not capable of being cured within the existing defaults listed in the Schedule requisite period of Exceptions attached hereto as Schedule 2 shall not constitute a Default time, then so long as the party charged with the default has diligently pursued such cure of the default within the prescribed period, the party shall be given the necessary time to cure the default. If subsequent to the foregoing requisite periods of time, there continues to be an event of Licensor Default or Licensee Default, the non-defaulting party may upon thirty (30) days written notice, terminate this Agreement with respect to the applicable Schedule and institute any creditor involved other proceedings at law or in equity to recover damages from the other party. (b) Upon the occurrence of any Licensee Default which is not cured in accordance with Section 12.16(a), Licensor may enter upon the affected Licensed Space(s) without being liable for prosecution or any claims of Damages of such defaults takes no further actions entry, and exercises no further remedies do whatever Licensee is obligated to collect do under the terms of this Agreement or any individual License to correct the default. Licensee agrees to reimburse Licensor on the obligations involved and the Company otherwise remains demand for any expenses that Licensor may incur in effecting compliance with all other provisions of Licensee's obligations under this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower Agreement or any substantial License in this manner, and Licensee further agrees that Licensor shall not be liable for any Damages resulting from such action. No action by Licensor pursuant to this Section 12.16(b) shall be construed as an election on Licensor's part to terminate this Agreement or any individual License, unless a written notice of its property, commences any proceeding relating such intention is given to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Licensee. ATC SITE NAME & NUMBER ___________ CUSTOMER SITE NAME & NUMBER ________

Defaults. Each 14.1 Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the following shall constitute a default under this Note contrary, if Tenant fails to cure any financial obligation within ten (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note 10) days (or any other agreement with Lender or obligation within thirty (30) days, provided Tenant commences such cure within 10 days) after three (3) days written notice of such default is provided by Landlord to Tenant, Landlord may take possession of the Prior Intercreditor Lenders Premises without further notice (to the extent permitted by law), and without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default and the cost of such action shall be false added to Tenant's financial obligations under this Lease. Tenant shall pay all costs, damages, and expenses (including reasonable attorney fees and expenses) suffered by Landlord by reason of Tenant's defaults. All sums of money or inaccurate charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as "additional rent". The rights provided by this paragraph are cumulative in nature and are in addition to any material respect when made; or failure other rights afforded by Borrower to comply with law. 14.2 In the provisions event of any breach of this Lease by Tenant, beside other covenantrights or remedies they may have, obligation Landlord shall have the immediate right to re-entry and may remove all persons and property from the premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant. Should Landlord elect to re-enter as herein provided or should they take possession pursuant to legal proceedings or pursuant to any notice provided for by law, they may either terminate this Lease or they may from time to time without terminating this Lease, relet the premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Note Lease) and at such rental or any rentals and upon such other agreement terms and conditions as Landlord in their sole discretion may deem reasonable and advisable with Lender or the Prior Intercreditor Lenders; Failure by Borrower right of making reasonable repairs of the premises. Upon each such re-letting (a) Tenant shall be immediately liable to pay when to Landlord, in addition to any indebtedness other than rent due any other indebtedness or obligations in excess hereunder, the cost and expenses of fifty thousand dollars ($50,000) which shall continue after such re-letting and of such reasonable repairs incurred by Landlord and the applicable grace periodamount, if any, specified by which the rent reserved in this Lease for the agreement relating period of such re-letting (up to but not beyond the term of this Lease) exceeds the amount agreed to be paid as rent for the premises for such indebtedness or obligationperiod of such re-letting; failure or, (b) at the option of Landlord, rents received by Borrower Landlord from such reletting shall be applied first to comply with the provisions payment of any indebtedness other covenantthan rent due hereunder from Tenant to Landlord; second, obligation or term to the payment of any agreement relating costs and expenses of such re-letting and of such reasonable repairs; third, to such indebtedness or obligation which shall continue after the applicable grace periodpayment of rent due and unpaid hereunder and the residue, if any, specified shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If Tenant has been credited with any rent to be received by such agreement re-letting under option (a), and such rent shall not be promptly paid to Landlord by the new tenant, or if such rentals received from such re-letting under option (b) during any month be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the effect premises by Landlord shall be construed as an election on their part to terminate this Lease unless a written notice of such failure is intention be given to accelerate, Tenant or permit unless the acceleration of, termination thereof be decreed by a court of competent jurisdiction. 14.3 Landlord may terminate Tenant's right to possession of the due date premises at any time by giving written notice to Tenant of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due termination, and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding act by Landlord relating to the arrangementpremises shall terminate this Lease. On termination Landlord has the right to recover from Tenant: a. The worth, readjustmentat the time of the award, reorganization or liquidation under any bankruptcy or similar lawsof the unpaid rent that had been earned at the time of termination of this Lease; b. The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; c. The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; there and d. Any other amount necessary to compensate Landlord for all detriment caused by Tenant's default. The term "the worth, at the time of the award", as used in SUBPARAGRAPHS A AND B of this Paragraph is commenced against Borrower any such proceedings which remain undismissed for a period to be computed by allowing interest at the rate of sixty ten percent (6010%) days; or Borrower per annum, and the term, as referred to in SUBPARAGRAPH C of this Paragraph, is to be computed by any act indicates its consent or acquiescence in any such proceeding or discounting the appointment amount at the discount rate of any such trustee or receiver;the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%).

Defaults. Each The following will (i) if any requirement for notice or lapse of time has not been met, constitute Defaults, and (ii) if there are no such requirements or if such requirements have been met, constitute Events of Default (a) The failure of Tenant to pay Rent when due, and the continuation of the failure for a period of ten (10) days; (b) The failure of Tenant to perform any of its obligations under this Lease, other than its obligation to pay Rent, and the continuation of the failure for a period of twenty (20) days after notice form Landlord specifying in reasonable detail the nature of the failure; (c) The failure of Tenant to pay Rent when due or to perform any of its obligations under this Lease, if Landlord has given Tenant notice of the same or similar failure at least three times during the term proceeding the date on which the Rent or performance was due. (d) The occurrence with respect to Tenant or any Guarantor of one or more of the following shall constitute events: the death, dissolution, termination of existence (other than by merger or consolidation), insolvency, appointment of a default under this Note (receiver for an or substantially all of its property, the making of a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender fraudulent conveyance or the Prior Intercreditor Lenders; any representation execution of an assignment or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared to be due and payable, or required to be prepaid, prior to the stated maturity date thereof; provided, however, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment trust mortgage for the benefit of creditorscreditors by it, files or the filing of a petition in of bankruptcy or the commencement of any proceedings by or against it under a bankruptcy, is adjudicated insolvent insolvency or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding other law relating to the arrangementrelief or the adjustment of indebtedness, readjustment, rehabilitation or reorganization of debtors; provided that if such petition or liquidation under any bankruptcy or similar laws; there commencement is commenced involuntarily made against Borrower any such proceedings which remain undismissed for a period of it and is dismissed within sixty (60) days; days of the date of such filing or Borrower by any act indicates its consent or acquiescence in any commencement, such proceeding or the appointment events will not constitute an Event of Default; (e) The issuance of any such trustee execution or receiver;attachment against Tenant or any other occupant of the Premises as a result of which the Premises are taken or occupied by a Person other than Tenant; and (f) The cancellation of, refusal to review or denial of liability under any insurance policy relating to the Premises as a result of the Premises being unoccupied.

Defaults. Each 31.01. Tenant shall be deemed in default of the following shall constitute a default under this Note (a "Default"): Failure obligations to be performed by Borrower it pursuant to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall be false or inaccurate in any material respect when made; or failure by Borrower to comply with the provisions of this Lease if Tenant shall fail to make payment of the Base Rent, or of any item of Additional Rent, or of any other covenantpayment reserved herein within the time provided in this Lease for payment of same to be made, obligation or term if Tenant shall fail to fulfill any of the covenants of this Note Lease other than the covenants for the payments reserved herein, and said failure shall continue for a period of ten (10) days after giving written notice thereof from Landlord specifying such failure (or, in the case of a default or omission the nature of which cannot be completely cured or remedied within ten (10) days, Tenant shall not have diligently commenced curing such default within said ten (10) day period and not thereafter with reasonable dispatch and diligence and in good faith proceeded to remedy or cure such default, all in Landlord's sole judgment) or if Tenant shall fail to take possession within fifteen (15) days after the Commencement Date or if the Demised Premises shall become vacant or deserted or if the Demised Premises are damaged by reason of negligence or carelessness of Tenant which damage is not repaired by Tenant within thirty (30) days of occurrence. In the event of such a default by Tenant, Landlord may give five (5) days' notice of its intention to end the Term of this Lease and thereupon at the expiration of said five (5) days, the Term of this Lease shall expire. Tenant shall then quit and surrender the Demised Premises, but shall remain liable as hereinafter provided. 31.02. If the notice last provided for in Section 31.01 hereof shall have been given and the Term of this Lease shall expire as aforesaid, then and in such event Landlord may without additional notice re-enter the Demised Premises, either by force or otherwise, and dispossess Tenant and the legal representative of Tenant or other occupant of the Demised Premises by summary proceedings or otherwise remove their effects and hold the Demised Premises as if this Lease had not been made, and Tenant and its legal representative or other occupant of the Demised Premises hereby waive the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall default hereunder prior to the date fixed as the commencement of any renewal or extension of this Lease, then Landlord may cancel and terminate such renewal or extension. 31.03. In case of any such default, re-entry, expiration and/or dispossess by summary proceedings or otherwise, as aforesaid, (i) the Base Rent and Additional Rent due at the time of said default shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, together with such reasonable expenses as Landlord may incur for legal expenses, attorneys' fees, brokerage fees and/or putting the Demised Premises in good order or for preparing the same for re-rental; (ii) Landlord may re-let the Demised Premises or any other agreement with Lender part or parts thereof, either in its own name or otherwise, for a term or terms which may, at its option, be shorter or longer than the Prior Intercreditor Lendersperiod which would otherwise have constituted the remainder of the Term of this Lease and may grant concessions or free rent to such extent as Landlord in Landlord's sole judgment considers advisable and necessary to re-let the same; Failure by Borrower (iii) Tenant or its successors shall also pay the Landlord as liquidated damages for the failure of Tenant to pay when due observe and perform its covenants contained herein any other indebtedness or obligations in excess of fifty thousand dollars ($50,000) which shall continue after deficiency between the applicable grace periodBase Rent and Additional Rent hereby reserved and the net amount, if any, specified in of the agreement relating rents collected on account of the lease or leases of the Demised Premises or parts thereof for each month of the period which would otherwise have constituted the remainder of the Term of this Lease; and (iv) that Tenant or its successors shall also pay to such indebtedness or obligation; failure Landlord Base Rent and Additional Rent payable by Borrower Tenant to comply with Landlord for any period during which Landlord shall have given to Tenant any abatement of Base Rent and/or Additional Rent pursuant to the provisions of this Lease. The failure of Landlord to re-let the Demised Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. In computing such liquidated damages, there shall be added to said deficiency such reasonable expenses as Landlord shall incur in connection with such re-letting, such as legal expenses, attorneys, fees, brokerage, advertising and for restoring the Demised Premises to or keeping same in good working order. Any such liquidated damages shall be paid in monthly installments on the rent day specified in this Lease 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. Upon Landlord's permitted entry hereunder, Landlord, at its option, may make such alterations, repairs, replacements and decorations in the Demised Premises as Landlord in its sole judgment considers advisable or necessary for the purpose of re-letting the Demised Premises, and the making of such alterations and decorations shall not operate or be construed to release Tenant from liability hereunder. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Demised Premises, or, in the event that the Demised Premises are re-let, for reasonable failure to collect the rent thereof under such re-letting, and, in no event shall Tenant be entitled to receive any excess of such net rent collected above the sums payable by Tenant to Landlord hereunder. Mention in this Lease of any particular remedy shall not preclude Landlord from any other covenantremedy in law or equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, obligation for any cause, or term in the event of Landlord obtaining possession of the Demised Premises by reason of the violation of Tenant of any agreement relating to such indebtedness or obligation which shall continue after of the applicable grace period, if any, specified in such agreement if the effect covenants and conditions of such failure is to acceleratethis Lease, or permit otherwise. 31.04. It is stipulated and agreed that in the acceleration of, event of the due date termination of such indebtedness or obligation; or any such indebtedness or obligation shall be declared to be due and payable, or required to be prepaid, prior this Lease pursuant to the stated maturity date thereof; providedprovisions of this Article, howeverLandlord shall forthwith, that the existing defaults listed in the Schedule of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as notwithstanding 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 Article or of this Lease to the contrary, be entitled to recover from Tenant as and all other agreements with Lender and for liquidated damages an amount equal to the Prior Intercreditor Lenders; Borrower makes a general assignment difference between the sum of (i) Base Rent for the benefit unexpired portion of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions the Term of this Lease and (ii) that Base Rent and Additional Rent payable by Tenant to Landlord for any court for a receiver or trustee for Borrower or period during which Landlord shall have given to Tenant any substantial part abatement of its property, commences any proceeding relating Base Rent and/or Additional Rent pursuant to the arrangementprovisions of this Lease minus the fair market rental value of the Demised Premises, readjustmentif lower than the rent reserved, reorganization at the time of termination for the unexpired portion of the Term of this Lease, discounted at the rate of four (4%) percent per annum to present worth. Nothing contained herein shall limit or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any prejudice the right of Landlord to prove for and obtain as liquidated damages by reason of such proceedings which remain undismissed for a period of sixty (60) days; or Borrower termination an amount equal to the maximum allowed by any act indicates its consent statute or acquiescence rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above. In determining the fair market rental value of the Demised Premises, the rent realized by any arms-length re-letting, if re-letting be accomplished by Landlord within such proceeding a reasonable time after the termination of this Lease, shall be deemed prima facie to be the fair market rental value. 31.05. For the purposes of this Article, any notice required to be given by Landlord under the provisions of this Article may be given by either Landlord or the appointment of any such trustee or receiver;by Landlord's managing agent.

Defaults. Each of the following If Subtenant shall constitute a default under this Note (a "Default"): Failure by Borrower to make any payment due under this Note or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note or any other agreement with Lender or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower i) fail to pay when due any Rent or other indebtedness sums due hereunder, or obligations (ii) shall fail to faithfully perform any other obligation under this Sublease, or (iii) any other default under Article 21 of the Prime Lease occurs, then Subtenant shall be in excess default of fifty thousand dollars ($50,000) which this Sublease and, Sublandlord shall continue after have all of the applicable grace periodrights and remedies accorded to the Prime Landlord under the Prime Lease. Subtenant further agrees to reimburse Sublandlord for all costs and expenses, if anyincluding reasonable attorneys' fees, specified incurred by Sublandlord in asserting its rights hereunder against Subtenant or any other party claiming by, through or under Subtenant. Notwithstanding anything to the contrary contained 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 ofPrime Lease, the due date time limits (the "NOTICE PERIODS") contained in the Prime Lease for giving of such indebtedness notices, making of demands, curing defaults or obligation; performing any act, condition or any such indebtedness covenant on the part of "Tenant", thereunder, are changed for the purpose of incorporation herein by reference by shortening the same in each instance by five (5) business days, so that in each instance Subtenant shall have five (5) fewer business days to observe or obligation shall be declared to be due and payable, or required to be prepaid, prior to perform hereunder than Sublandlord has as the stated maturity date thereof"Tenant" under the Prime Lease; provided, however, that if the existing defaults listed Prime Lease allows a Notice Period of five (5) business days or less, then Subtenant shall nevertheless be allowed the number of days equal to one-half of the number of days in each Notice Period to give any such notice, make any such demands, cure any such default or perform any such act, condition or covenant; provided, further, that if one-half of the number of days in the Schedule Notice Period is not a whole number, Subtenant shall be allowed the number of Exceptions attached hereto as Schedule 2 shall not constitute a Default so long as any creditor involved days equal to one-half of the number of days in such defaults takes no further actions and exercises no further remedies to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating Notice Period rounded up to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;next whole number.

Defaults. Each (a) The Note Custodian is not authorized hereunder to proceed against any Servicer or any Trustee in the event of the following shall constitute a default under this Note the related Issuance Agreement and has no power or obligation hereunder to assert any of the rights and privileges of the related Owners. (a "Default"): Failure b) In the event of any default in payment by Borrower to make any payment due under this Note an Issuer or under any other agreement with Lender or Trustee, as the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note case may be, or any Servicer default or similar event with respect to an Issuer, a Trustee or a Servicer, as the case may be, each related Owner will have the right to direct the Note Custodian to take specific actions on behalf of such Owner pursuant to Section 3.04(c) hereof. Such Owner will not be required to act in concert with the Note Custodian (unless such Owner so directs) or other agreement related Owners. The Note Custodian shall take such actions as reasonably directed by the Owners in accordance with Lender their respective Voting Rights. The issuance of a Custody Receipt of a Series and Class shall not in any manner: (i) alter, modify or increase the Prior Intercreditor Lenders rights of the Owner of such Custody Receipt with respect to the related Underlying Securities evidenced by such Custody Receipt (provided that payments in respect of such related Underlying Securities shall be false or inaccurate in paid to such Owner as provided herein), (ii) grant to any material respect when made; or failure by Borrower to comply with the provisions Owners of Custody Receipts of any other covenantSeries or Class rights with respect to such Custody Receipt or the related Underlying Securities evidenced thereby or (iii) grant to such Owner, through ownership of such Custody Receipt, any rights with respect to any other Custody Receipt or the related Underlying Securities evidenced thereby. The parties hereto understand and the agree that the Owners of Custody Receipts of a Series are the beneficial owners of the related Underlying Securities evidenced thereby on the terms and conditions set forth herein and in the related Terms Agreement (but shall have no interest in any Underlying Securities evidenced by Custody Receipts of another series) and that the Note Custodian shall hold Underlying Securities as custodian for the Owners of Custody Receipts evidencing such Underlying Securities. (c) Notwithstanding anything in this Section 3.04 to the contrary, the Note Custodian, shall have no obligation or term of this to undertake to perform any ministerial acts unless it has received from the Owners requesting such action indemnity satisfactory to it against all costs, losses, liabilities and expenses (including legal fees and expenses) and such requests have been confirmed in writing. (d) The Note Custodian shall have no obligation to notify the Depositor or any other agreement Owner of any default in payment by an Issuer or Trustee, as the case may be, or any Servicer default or similar event with Lender respect to an Issuer, a Trustee or a Servicer, and shall not be deemed to have knowledge thereof unless an Authorized Officer of the Note Custodian has actual knowledge thereof or is informed thereof in writing. (e) In the event that the Note Custodian fails to distribute the Class A Distribution Amount, the Class A-IO Custody Receipt Interest Distribution or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any other indebtedness or obligations in excess Class A-IO Yield Maintenance Amount within 3 days following receipt 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 be declared to be due and payable, or full amount required to be prepaiddistributed on the related Underlying Securities, prior Owners of Custody Receipts evidencing more than 50% of Voting Rights may terminate the Note Custodian as custodian hereunder. The provisions of Section 4.02 hereof relating to the stated maturity date thereof; provided, however, that the existing defaults listed appointment of a successor custodian in the Schedule event of Exceptions attached hereto as Schedule 2 a removal of the Note Custodian by the Owners of Custody Receipts shall not constitute apply in the event of a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies termination of the Note Custodian pursuant to collect on the obligations involved and the Company otherwise remains in compliance with all other provisions of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed for a period of sixty (60) days; or Borrower by any act indicates its consent or acquiescence in any such proceeding or the appointment of any such trustee or receiver;Section 3.04(e).

Defaults. Each of the following events shall constitute a default under this Note (a be an "Event of Default"): " -------- hereunder. a. Failure by Borrower of Tenant to make pay any payment due under this Note Installment of Rental or under any other agreement with Lender or the Prior Intercreditor Lenders; any representation or warranty by Borrower under this Note part thereof, or any other agreement with Lender payments of money, costs or the Prior Intercreditor Lenders shall 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 Lender or the Prior Intercreditor Lenders; Failure by Borrower to pay when due any 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 be declared expenses herein agreed to be due and payablepaid by Tenant, or required to be prepaid, prior to the stated maturity date thereofwithin ten (10) days of written notice; provided, however, that the existing defaults listed in the Schedule event written notice of Exceptions attached hereto as Schedule 2 a monetary default is required more than twice in a calendar year then the requirement of written notice shall not constitute a Default so long as any creditor involved in such defaults takes no further actions and exercises no further remedies longer apply to collect the payment of money. b. Failure to observe or perform on one or more of the obligations involved other terms, conditions, covenants or agreements of this Lease and the Company otherwise remains in compliance with all other provisions continuance of this Note and all other agreements with Lender and the Prior Intercreditor Lenders; Borrower makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions to any court for a receiver or trustee for Borrower or any substantial part of its property, commences any proceeding relating to the arrangement, readjustment, reorganization or liquidation under any bankruptcy or similar laws; there is commenced against Borrower any such proceedings which remain undismissed failure for a period of sixty fifteen (6015) days after written notice by Landlord specifying such failure (unless such failure requires work to be performed, acts to be done or conditions to be improved, as the case may be, within such fifteen (15) day period, in which case no default shall be deemed to exist so long as Tenant shall have commenced curing the same within such 15 day period, and shall diligently and continuously prosecute the same to completion). c. If this Lease or the estate of Tenant hereunder shall be transferred to or assigned to or subleased to or shall pass to any person or party, accept in a manner herein d. If a levy under execution or attachment shall be made against Tenant or its property and such execution or attachment shall not be vacated or removed by court order, bonding or otherwise within a period of thirty (30) days; . e. A rejection of the Lease by a trustee In bankruptcy appointed in connection with the bankruptcy of the Tenant. f. A failure to vacate the Premises upon termination of this Lease. No payment by Tenant or Borrower receipt by Landlord of an amount less than the required payment set forth to the Lease, shall be considered as anything other than a partial payment of the amount due. No endorsement or statement to the contrary on any act indicates its consent or acquiescence in any check shall be deemed an accord and satisfaction. Landlord may accept a partial payment without prejudicing Landlord's right to recover the balance of such proceeding or the appointment of any such trustee or receiver;payment which is still due, and without affecting my other remedies available to Landlord.