Common use of Defaults Clause in Contracts

Defaults. The following shall be events of default under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or

Defaults. The (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be events voluntary or involuntary, or come about or be effected by operation of default law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if Agreement and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (202) days; e. The commencement of if Lessee shall fail to perform any action covenant or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsagreement contained herein, and the continuance of any such decree or order unstayed and in effect failure shall continue for a period of twenty fifteen (2015) days;calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. BLACKSTONE DRY LEASE - PAGE 6 OF 9 g. Maker(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s institution entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of proceedings action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be adjudicated a bankrupt performed any obligation, covenant or insolventagreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or the consent by be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or hereunder upon any other applicable federal or state law, or its consent to the filing occurrence of any such petition right upon the continuation or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance recurrence of any such action; orcontingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. The Lessee agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsLessee shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Lessee asking reorganization of Lessee under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Lessee shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the Lessee shall institute any proceeding or shall give its consent by it to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of 20 debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Lessee shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Lessee or any of the property of Lessee; or (d) The leased premises are levied upon by it any revenue officer or similar officer; or (e) A decree or order appointing a receiver of the property of Lessee shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Lessee shall abandon the leased premises during the term hereof; or (g) Lessee shall default in any payment of Rent or in any other payment required to be made by Lessee hereunder when due as herein provided (all of which other payments shall be deemed 'additional rent' payable hereunder), or shall default under Section 6.2 hereof, and any such default shall continue for five (5) days after notice thereof in writing to Lessee; or (h) Lessee shall fail to contest the validity of its inability any lien or claimed lien and give security to pay its debts generally as they become dueLessor to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the taking of corporate action by the Maker same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in furtherance of any such actionwriting to Lessee; or (i) Lessee shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Lessee, and such default shall continue for thirty (30) days after notice thereof in writing to Lessee or shall exist at the expiration of the Lease term; or (j) Lessee shall default in keeping, observing or performing any covenant or agreement herein contained to be kept, observed and performed by Lessee, which default may result in an imminent risk of damage to property (including without limitation the leased premises or the Improvements thereon) or injury to or death of persons, and such default shall not be cured immediately upon notice thereof to Lessee (which notice may be oral); or

Defaults. The (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be events voluntary or involuntary, or come about or be effected by operation of default law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if Agreement and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (202) days; e. The commencement of if Lessee shall fail to perform any action covenant or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsagreement contained herein, and the continuance of any such decree or order unstayed and in effect failure shall continue for a period of twenty fifteen (2015) days;calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft BLACKSTONE DRY LEASE - PAGE 6 OF 9 when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. g. Maker(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s institution entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of proceedings action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be adjudicated a bankrupt performed any obligation, covenant or insolventagreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or the consent by be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or hereunder upon any other applicable federal or state law, or its consent to the filing occurrence of any such petition right upon the continuation or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance recurrence of any such action; orcontingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. The following (a) Upon the occurrence and during the continuance of a Default, Administrative Agent on behalf of the Lender and the other Lenders shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under the other Loan Documents, at once due and payable (and upon such declaration, the same shall be events at once due and payable), to foreclose any liens and security interests securing payment hereof and to exercise any of default its other rights, powers and remedies under this Note:, under any other Loan Document, or at Law or in equity. a. Maker’s failure to remit any payment under this Note (b) All of the rights, remedies, powers and privileges (together, “Rights”) of Administrative Agent on before behalf of the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth Lender and the other Lenders provided for in this Note or and in any other written agreement between Maker Loan Document are cumulative of each other and Holder if such failure is not cured of any and all other Rights at Law or in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant equity. The resort to any applicable articles of incorporation Right shall not prevent the concurrent or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement subsequent employment of any action other appropriate Right. No single or proceeding which affects partial exercise of any Right shall exhaust it or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by Administrative Agent, Lender and the Collateral or title thereto or the interest of Holder thereinother Lenders to exercise, and no delay in exercising any Right, including, but not limited to, the right to eminent domainaccelerate the maturity of this Note, insolvencyshall be construed as a waiver of any Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, code enforcement the acceptance by Administrative Agent or arrangements Lender from time to time of any payment under this Note which is past due or proceedings involving which is less than the payment in full of all amounts due and payable at the time of such payment, shall not (i) constitute a bankrupt waiver of or decedent; f. The entry impair or extinguish the right of Administrative Agent, Lender and the other Lenders to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect, or (iii) in any way excuse the existence of a decree or order by a court having jurisdiction Default. (c) If Borrower sues any holder in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code connection with this Note or any other applicable federal or state lawLoan Document and does not prevail, or appointing a receiver, liquidator, assignee or trustee then Borrower agrees to pay to each such holder to the extent required under Section 4.15 of the MakerLoan Agreement, or in addition to principal, interest and any substantial part if its propertyother sums owing to Administrative Agent, or ordering the winding up or liquidation of its affairs, Lender and the continuance of other Lenders hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in any such decree suit or order unstayed proceeding, including attorneys’ fees and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolventexpenses, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orinvestigation costs and all court costs.

Defaults. The Upon the happening of any of the following events (collectively, “Events of Default”): (a) if Borrower shall fail to make payment when due of any Obligation under this Agreement or any Loan Document, provided, however, that, for purposes of Borrower’s obligation to make payment of any Obligations to Lender comprised of Obligations to reimburse Lender for or to pay field examination expenses and legal fees and expenses incurred by Lender after the date hereof, no Event of Default shall be events of default under this Note: a. Maker’s failure deemed to remit any payment under this Note on before have occurred, unless sixty (60) days have elapsed from the date dueof 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 Section 10, Section 11, Section 12 and Section 13 of this Agreement; or (c) if Borrower shall fail to comply with any term, condition, covenant or warranty of or in this Agreement, any other Loan Document or any other agreement between Lender and Borrower, other than in Section 10, Section 11, Section 12 and Section 13 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 benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, suspend business or if any case under any provision of the Bankruptcy Code, including provisions for reorganizations, shall be commenced by or against Borrower; or (e) if any statement or representation contained in any financial statement or certificate delivered by Borrower to Lender shall be false, in any material respect, when made; or (f) if any federal tax lien is filed of record against Borrower or any Guarantor and is not cured in full bonded or discharged within five ten (510) days of written notice of default;days; or b. Maker(g) if Borrower’s failure independent public accountants shall refuse to perform or breach of deliver any non-monetary obligation or covenant set forth in financial statement required by this Note or in any other written agreement between Maker and Holder if such failure is not cured in full Agreement (after the date due hereunder) within ten (10) days following after written demand by Lender for delivery of written notice thereof from Holder to Maker;such financial statements; or c. If Maker is dissolved(h) if a receiver, whether pursuant to trustee or equivalent officer shall be appointed for all or any applicable articles of incorporation 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 bylaws and/or any applicable lawsproceeding and shall not be stayed, vacated, bonded, paid, discharged or otherwise; d. Default applied in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of good faith within twenty (20) days; e. The commencement ; provided, that, no Event of Default shall be deemed to have occurred in the case of any action or proceeding which affects judgment where the Collateral or title thereto or claim is covered by insurance and the interest insurance company has accepted liability therefor; or (j) if any obligation of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or Borrower in respect of Indebtedness shall be declared to be or shall become due and payable prior to the Maker stated maturity thereof or such obligation shall not be paid as and when the same becomes due and payable; or there shall occur any event or condition which constitutes an event of default under any mortgage, indenture, instrument, agreement or evidence of indebtedness relating to any obligation of Borrower in respect of any such Indebtedness the federal Bankruptcy Code effect of which is to permit the holder or any other applicable federal the holders of such mortgage, indenture, instrument, agreement or state lawevidence of Indebtedness, or appointing a receivertrustee, liquidatoragent or other representative on behalf of such holder or holders, assignee to cause the Indebtedness evidenced thereby to become due prior to its stated maturity; provided, that, the foregoing shall not include (a) Indebtedness to Lender; or trustee (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 Makerhappening of any Reportable Event which Lender in its discretion determines could reasonably be expected to constitute grounds for the termination of any Plan, or if a trustee shall be appointed by an appropriate United States District Court or other court of administrative tribunal to administer any substantial part if its propertyPlan, or ordering if the winding up Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or liquidation of its affairs, to appoint a trustee to administer any Plan; or (l) upon the occurrence and the continuance of any such decree Material Adverse Effect, which in the sole and absolute opinion of Lender, impairs Lender’s security or order unstayed increases its risks; or (m) upon the happening of any of the events described in Section 17.1(d), Section 17.1(e), Section 17.1(g), Section 17.1(h), Section 17.1(i) or Section 17.1(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 a natural person; then and in effect for a period any such event, Lender may terminate this Agreement without prior notice or demand to Borrower or may demand payment of twenty all Obligations (20whether otherwise then payable on demand or not) days; g. Maker’s institution of proceedings without terminating this Agreement and shall, in any event, be under no further responsibility to be adjudicated a bankrupt extend any credit or insolventafford any financial accommodation to Borrower, whether under this Agreement or otherwise or upon the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing sale of any such petition or to the appointment Guarantor at a fair value of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; ormore than fifty thousand ($50,000).

Defaults. The following shall be events If Tenant (a) defaults in the payment of default Annual Rent and Additional Rent payable under this Note:Lease, and such default continues for more than five (5) business days after receipt of written notice thereof; provided that Landlord shall not be obligated to provide written notice more than twice in any twelve (12) month period; or a. Maker’s failure (b) defaults in the performance or observance of any term, covenant or condition to remit any be performed by it hereunder that may be performed merely by the payment under this Note on before the date due, if of money and such failure default is not cured in full rectified within ten (10) days after receipt of written notice thereof; or (c) shall allow any insurance policy required to be carried by it hereunder to lapse or to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of default;such lapse or cancellation from Landlord; or b. Maker’s failure to perform (d) defaults in the performance or breach observance of any other term, covenant or condition of this Lease on Tenant’s part to be performed or observed and does not commence to rectify such default within thirty (30) days after written notice thereof or does not thereafter diligently complete the rectification thereof (provided, however, that such non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not default shall be cured in full within ten no later than one hundred twenty (10120) days following delivery Landlord’s notice), then, in any of written notice thereof from Holder to Maker; c. If Maker is dissolvedsuch foregoing events, whether pursuant Landlord may, at its option, and in addition to any applicable articles and all remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of incorporation protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest and shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Property and shall be entitled to the benefit of all 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 bylaws and/or any applicable lawstenants holding over, or otherwise; d. Default respecting proceedings in the Maker’s obligation forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall remain liable for borrowed moneyany Annual Rent, other than this NoteAdditional 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 continue become due thereafter and shall pay Landlord for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder thereinall reasonable costs and expenses, including, including but not limited to eminent domainto, insolvencyattorneys’ and brokers’ fees, code enforcement commissions and expenses, paid or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order incurred by a court having jurisdiction Landlord in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect connection with: (1) obtaining possession of the Maker under the federal Bankruptcy Code Property; (2) removal and storage of Tenant’s or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its occupant’s property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or

Defaults. The occurrence of any of the following events shall be events constitute an “Event of default under this NoteDefault”: a. Maker’s failure (a) The Borrower shall fail to remit pay any interest with respect to the Revolving Loans or the Term Loans or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment under this Note 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 before the date when due, if such failure is not cured in full within five . (5c) days of written notice of default; b. Maker’s failure to perform Any representation or breach of any non-monetary obligation warranty made by the Borrower herein or covenant set forth in this Note hereunder or in any certificate or other written agreement between Maker document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and Holder if such failure is not cured remedies hereunder. (d) Except as specified in full within ten (10a) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolvedand (b) above, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsthe Borrower shall default in the performance of, or otherwise; d. Default in breach, any covenant of the Maker’s obligation for borrowed moneyBorrower with respect to this Agreement, other than this Note, which and such default or breach shall continue for a period of twenty thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (20e) days; e. The commencement An event of default as defined in any action mortgage, indenture, agreement or proceeding instrument under which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventthere is issued, or approving as properly filed a petition seeking reorganizationby which there is secured or evidenced, arrangement, adjustment or composition of or any Indebtedness (other than in respect of Hedge Agreements) of the Maker Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the federal Bankruptcy United States Code or any other applicable federal federal, state or state foreign bankruptcy, insolvency, reorganization or similar law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20ii) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee assignee, custodian, trustee, sequestrator or trustee similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the companyproperty of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its propertyrespective properties, or its making of an shall make any general assignment for the benefit of creditors creditors, or the admission by it in writing of its inability shall fail generally to pay its respective debts generally as they become due, due or the taking of shall take any corporate action by the Maker in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such action; ordischarge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) 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 better) by Standard & Poor’s Ratings Service, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or (b) Baa3 (or better) by ▇▇▇▇▇’▇ Investors Service, Inc.

Defaults. The following shall be events If any Shareholder: (a) commits a material breach of default its obligations under this Note: a. Maker’s failure to remit any payment Agreement, including its obligations under this Note on before the date dueSection 2.7, if such failure which is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of Business Days after written notice thereof from Holder to Maker;thereof; or c. If Maker (b) shall (i) default on any material Indebtedness which is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty not cured within sixty (2060) days; e. The commencement of , have any action material indebtedness accelerated or proceeding which affects the Collateral or title thereto or the interest of Holder thereinfail generally to pay its debts as they become due, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20ii) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it admit in writing of its inability to pay its debts generally as they become due, (iii) commence a voluntary bankruptcy or insolvency case or proceeding, (iv) consent to, or acquiesce in, the institution of a bankruptcy or an insolvency proceeding against it or the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding, (v) apply for, consent to or acquiesce in the appointment of or taking possession by a custodian or its business or of any part of its property, (vi) make a general assignment for the benefit of its creditors or (vii) take any corporate action by the Maker in furtherance of or to facilitate, conditionally or otherwise, any such actionof the foregoing; or (c) shall be subject to a judgment, decree or order of court of competent jurisdiction which (i) is for relief against it in an involuntary bankruptcy or insolvency case, (ii) appoints a custodian of its business or for any part of its property or (iii) orders the winding-up or liquidation of its affairs; and such judgment, decree or order shall remain unstayed and in effect for a period of thirty (30) consecutive days; or any bankruptcy or insolvency petition or application shall be filed, or any bankruptcy case or insolvency proceeding shall be commenced against it and such petition, application, case or proceeding is not dismissed within sixty (60) days, then in the case of any event described in the foregoing subclauses (a), (b) or (c) (each an "Event of Default") such Shareholder shall for the purposes hereof be deemed a "Defaulting

Defaults. The occurrence of any one or more of the following events shall be events of constitute a default under this Note: a. Maker’s failure to remit any payment by Borrower under this Note on before the date due, if such failure is not cured in full and shall be referred to as an “Event of Default”: (a) If Borrower fails to pay any amount due and payable hereunder within five (5) business days of written notice of defaultthe date when due; b. Maker’s failure (b) If Borrower otherwise fails to perform perform, keep or breach of observe any non-monetary obligation term, provision, condition, covenant, warranty or covenant set forth representation contained in this Note or in any other written agreement between Maker and Holder if such failure the Purchase Agreement which is not cured in full within ten (10) days following delivery of written notice thereof from Holder required to Makerbe performed, kept or observed by Borrower; c. (c) If Maker is dissolved, whether pursuant an Event of Default shall have occurred under the Security Agreement (as defined below); (d) If Borrower (i) becomes insolvent or generally fails to any applicable articles of incorporation or bylaws and/or any applicable lawspay, or otherwise; d. Default admits in the Maker’s obligation for borrowed moneywriting its inability to pay debts as they become due; (ii) applies for, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventconsents to, or approving as properly filed a petition seeking reorganizationacquiesces in, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a trustee, receiver, liquidator, assignee sequestrator or trustee of the company, other custodian for it or of any substantial part of its property, or its making of an make a general assignment for the benefit of creditors its creditors; (iii) in the absence of such application, consents or acquiescences, permits or suffers to exist the admission appointment of a trustee, receiver, sequestrator or other custodian for it or for all of its property thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 90 days, provided that it hereby expressly authorizes the Subordinated Lender to appear in any court conducting any relevant proceeding during such 90-day period to preserve, protect and defend Subordinated Lender’s rights under this Note; or (iv) files for or permits or suffers to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law (including, without limitation, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, as amended from time to time), or any dissolution, winding up or liquidation proceeding, in respect of it, and, if any such case or proceeding is not commenced by it, such case or proceeding shall be consented to or acquiesced in by it or shall result in writing the entry of its inability an order for relief or shall remain for 90 days undismissed; (e) If a default shall have occurred under any agreement between Borrower and any other third party lender to pay its debts generally as they become duethe Borrower, or in each case if such default results in the taking acceleration of corporate action by the Maker in furtherance maturity of any such action; orthe underlying indebtedness.

Defaults. The Tenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five

Defaults. The Upon the happening of any of the following events (collectively, “Events of Default”): (a) if Borrower shall fail to make payment when due of any Obligation under this Agreement or any Loan Document, provided, however, that, for purposes of Borrower’s obligation to make payment of any Obligations to Lender comprised of Obligations to reimburse Lender for or to pay field examination expenses and legal fees and expenses incurred by Lender after the date hereof, no Event of Default shall be events of default under this Note: a. Maker’s failure deemed to remit any payment under this Note on before have occurred, unless sixty (60) days have elapsed from the date dueof 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 Agreement; or (c) if Borrower shall fail to comply with any term, condition, covenant or warranty of or in this Agreement, any other Loan Document or any other agreement between Lender and Borrower, other than in Article 11 or Article 15 of this Agreement, and such failure continues for a period in excess of twenty (20) days after notice thereof is given by Lender to Borrower; or (d) if Borrower shall cease to be Solvent, make an assignment for the benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, suspend business or if any case under any provision of the Bankruptcy Code, including provisions for reorganizations, shall be commenced by or against Borrower; or (e) if any statement or representation contained in any financial statement or certificate delivered by Borrower to Lender shall be false, in any material respect, when made; or (f) if any federal tax lien is filed of record against Borrower or any Guarantor and is not cured in full bonded or discharged within five ten (510) days of written notice of default;days; or b. Maker(g) if Borrower’s failure independent public accountants shall refuse to perform or breach of deliver any non-monetary obligation or covenant set forth in financial statement required by this Note or in any other written agreement between Maker and Holder if such failure is not cured in full Agreement (after the date due hereunder) within ten (10) days following after written demand by Lender for delivery of written notice thereof from Holder to Maker;such financial statements; or c. If Maker is dissolved(h) if a receiver, whether pursuant to trustee or equivalent officer shall be appointed for all or any applicable articles of incorporation 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 bylaws and/or any applicable lawsproceeding and shall not be stayed, vacated, bonded, paid, discharged or otherwise; d. Default applied in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of good faith within twenty (20) days; e. The commencement ; provided, that, no Event of Default shall be deemed to have occurred in the case of any action or proceeding which affects judgment where the Collateral or title thereto or claim is covered by insurance and the interest insurance company has accepted liability therefor; or (j) if any obligation of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or Borrower in respect of Indebtedness shall be declared to be or shall become due and payable prior to the Maker stated maturity thereof or such obligation shall not be paid as and when the same becomes due and payable; or there shall occur any event or condition which constitutes an event of default under any mortgage, indenture, instrument, agreement or evidence of indebtedness relating to any obligation of Borrower in respect of any such Indebtedness the federal Bankruptcy Code effect of which is to permit the holder or any other applicable federal the holders of such mortgage, indenture, instrument, agreement or state lawevidence of Indebtedness, or appointing a receivertrustee, liquidatoragent or other representative on behalf of such holder or holders, assignee to cause the Indebtedness evidenced thereby to become due prior to its stated maturity; provided, that, the foregoing shall not include (a) Indebtedness to Lender; or trustee (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 Makerhappening of any Reportable Event which Lender in its discretion determines could reasonably be expected to constitute grounds for the termination of any Plan, or if a trustee shall be appointed by an appropriate United States District Court or other court of administrative tribunal to administer any substantial part if its propertyPlan, or ordering if the winding up Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or liquidation of its affairs, to appoint a trustee to administer any Plan; or (l) upon the occurrence and the continuance of any such decree Material Adverse Effect, which in the sole and absolute opinion of Lender, impairs Lender’s security or order unstayed 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 a natural person; then and in effect for a period any such event, Lender may terminate this Agreement without prior notice or demand to Borrower or may demand payment of twenty all Obligations (20whether otherwise then payable on demand or not) days; g. Maker’s institution of proceedings without terminating this Agreement and shall, in any event, be under no further responsibility to be adjudicated a bankrupt extend any credit or insolventafford any financial accommodation to Borrower, whether under this Agreement or otherwise or upon the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing sale of any such petition or to the appointment Guarantor at a fair value of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; ormore than fifty thousand ($50,000).

Defaults. The A. Tenant further agrees that any one or more of the following events shall be events considered an Event of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5i) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereinafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been relocated or stayed or set aside within sixty (60) days from the date of entry or granting thereof; or (ii) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt any petition in bankruptcy laws as now or insolventhereafter amended, or the Tenant shall institute any proceedings or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (iii) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (iv) The Premises are levied upon by it any revenue officer or similar officer; or (v) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or (vi) Tenant shall vacate the Premises or abandon the same for more than five (5) days during the Term hereof; or (vii) Tenant shall default in any monthly payment of Rental required to be paid by Tenant hereunder or in the payment of any other sums required to be paid by Tenant hereunder when due as herein provided and such default shall continue for ten (10) days after notice thereof in writing to Tenant; or (viii) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for fifteen (15) days after notice thereof in writing to Tenant; or (ix) Tenant shall default in keeping, observing or performing any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant or in the case of a default not susceptible of being cured with due diligence within said thirty (30) day period, the time within which to cure same shall be extended for such period as may be necessary to cure same with due diligence; or (x) Tenant shall repeatedly be late in payment of Rent or other charges required to be paid hereunder or shall repeatedly default in keeping, observing or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other default shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); or (xi) If Tenant is a corporation, the transfer of part or all of its inability shares or assets voluntarily or by operation of law so as to result in a change in the control of said corporation by the person or persons owning a majority of its said shares or assets; or (xii) Any matter described elsewhere in this Lease an Event of Default. B. In the case of an Event of Default by Tenant: (i) To the extent not inconsistent with any other terms and provisions hereunder, Landlord may terminate this Lease by giving to Tenant ten (10) day written notice of Landlord’s election to do so, in which event the Term of this lease shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice. To the extent that Tenant’s default threatens life or limb to any person, or materially endangers the Premises or Building, as determined by the Landlord, in Landlord’s sole discretion, no such notice shall be required; (ii) Landlord may terminate the right of Tenant to possession of the Premises without terminating this Lease by giving written notice to Tenant that Tenant’s right of possession shall end on the date stated on such notice, whereupon the right of Tenant to possession of the Premises or any part thereof shall cease on the date stated in such notice; and (iii) Landlord may maintain Tenant’s right to possession and enforce the provisions of this Lease by a suit or suits in equity or at law for the enforcement of any other appropriate legal or equitable remedy, including without limitation injunctive relief, and for recovery of all moneys due or to become due from Tenant under any of the provisions of this Lease. C. In the case of a default by Landlord and failure to cure within the time provided herein, Tenant may terminate this Lease without further notice, in which event the term of this Lease shall end and all obligations of Tenant except as otherwise provided for herein shall cease on the date of such termination. D. If Landlord exercises any of the remedies provided for in subparagraphs (i) and (ii) of the foregoing Section 20B, Tenant shall surrender possession of and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises, with or without process of law. E. If Landlord terminates the right of Tenant to possession of the Premises without terminating this Lease, such termination of possession shall not release Tenant, in whole or in part, from Tenant’s obligation to pay its debts generally the Rent hereunder for the full Term, and the aggregate amount of the Rent (based on the latest applicable rate of Base Rent and the rate of the latest determined Additional Rent) for the period from the date stated in the notice terminating possession to the end of the Term shall be immediately due and payable by Tenant to Landlord, together with any other monies due hereunder, and Landlord shall have the right to immediate recovery of all such amounts. In addition, Landlord shall have right from time to time, to recover from Tenant, and Tenant shall remain liable for, all Rent not theretofore accelerated and paid pursuant to the foregoing sentence and any other sums thereafter accruing as they become duedue under this Lease during the period from the date of such notice of termination of possession to the stated end of the Term. In any such case, Landlord shall make reasonable attempts to relet the Premises or any part thereof for the account of Tenant for such rent, for such time (which may be for a term extending beyond the Term of this Lease) and upon such terms as Landlord, in Landlord’s sole discretion, shall determine. Landlord shall not be required to accept any tenant offered by Tenant but shall not be unreasonable in rejecting any substitute tenant offered. Also, in any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable, and in connection therewith Landlord may change the locks to the Premises, and Tenant shall upon written demand pay the cost thereof together with Landlord’s expenses of reletting. Landlord may collect the rents from any such reletting and apply the same first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting and second to the payment of Rent herein provided to be paid by Tenant, and any excess or residue shall operate only as an offsetting credit against the amount of Rent due and owing or paid as a result of acceleration or as the same thereafter becomes due and payable hereunder, but the use of such offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely; provided that in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess of the aggregate sum (including Base Rent and Additional Rent) which would have been paid by Tenant for the period for which the credit to Tenant is being determined, had no Event of Default occurred. No such re-entry, repossession, repairs, alterations, additions or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord’s part to terminate this Lease, unless a written notice of such intention is given to Tenant, or shall operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, and Landlord may, at any time and from time to time, ▇▇▇ and recover judgment for any deficiencies from time to time remaining after the taking application from time to time of corporate action by the Maker in furtherance proceeds of any such action; orreletting. F. In the event of the termination of this Lease by Landlord as provided for by subparagraph (i) of Section 20B, Landlord shall be entitled to recover from Tenant all the fixed dollar amounts of Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or in respect of which Tenant has agreed to indemnify Landlord under any of the provisions of this Lease, which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorney’s fees incurred by Landlord in the enforcement of its rights and remedies hereunder and in addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (i) the unamortized cost of leasehold improvements, additions, alterations, if any, paid for by Landlord pursuant to this Lease and any work letter attached hereto, (ii) the aggregate sum which at the time of such termination represents the excess, if any, of the present value on the aggregate rents at the same annual rate for the remainder of the Term as then in effect pursuant to the applicable provisions of Sections 2 and 3 of this Lease, over the then present value of the then aggregate fair rental value of the Premises for the balance of the Term, such present value to be computed in each case on the basis of three percent (3%) per annum discount from the respective dates upon which such rentals would have been payable hereunder had this Lease not been terminated, and (iii) any damage in addition thereto, including reasonable attorneys’ fees and court costs, which Landlord shall have sustained by reason of the breach of any of the covenants of this lease other than for the payment of rent. G. All property removed from the Premises by Landlord pursuant to any provisions of this Lease or by law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord for all expenses incurred by Landlord in such removal and for reasonable storage charges for such property so long as the same shall be in Landlord’s possession or under Landlord’s control. All such property not removed from the Premises or retaken from storage by Tenant at the end of the Term, however terminated, shall, at Landlord’s option, be conclusively deemed to have been conveyed by Tenant to Landlord as by ▇▇▇▇ of sale, without further payment or credit by Landlord to Tenant. H. Tenant shall pay all of Landlord’s costs, charges and expenses, including without limitation court costs and reasonable attorney’s fees, incurred in enforcing Tenant’s obligations under this Lease or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned. I. The provisions of this Section 20 shall survive termination of this Lease.

Defaults. The following 12.1 In the event that (i) Lessee shall be events of default under this Note: a. Maker’s failure fail to remit any payment under this Note on before pay the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform Base Rent or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within Amount Due for more than ten (10) days following delivery 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 Holder Lessor to Maker;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 in addition to, and not in limitation of, any other remedy permitted by law, in equity or by this Lease: c. If Maker is dissolved12.1.1 Terminate this Lease, in which event Lessee shall surrender the Premises to Lessor immediately upon expiration of ten (10) days from the date of the service upon Lessee of written notice to that effect, without any further notice or demand. In the event Lessor shall become entitled to the possession of the Premises by any termination of this Lease herein provided, and Lessee shall refuse to surrender or deliver up possession of the Premises after the service of such notice, then Lessor may, without further notice or demand, enter into and upon the Premises, or any part thereof, and take possession of and repossess the Premises as Lessor's former estate, and expel, remove, and put out of possession Lessee and its effects, using such help, assistance and force in so doing as may be needful and proper, without being liable for prosecution or damages therefor, and without prejudice to any remedy allowed by law available in such cases. Lessee shall indemnify Lessor for all loss, cost, expense, and damage which Lessor may suffer by reason of the termination, whether pursuant through inability to any applicable articles of incorporation or bylaws and/or any applicable lawsrelet the Premises, or through decrease in rent or otherwise;. In the event of such termination, Lessor may, at its option, recover forthwith as damages a sum of money equal to the total of (a) the cost of recovering the Premises (including, without limitation, attorneys' fees and cost of suit), (b) the unpaid rent earned at the time of termination, plus late charges and interest thereon at the rate specified in paragraph 2.2 hereof, (c) the present value (discounted at the rate of 8% per annum) of the balance of the rent for the remainder of the Lease Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period, and (d) any other sum of money and damages owed by Lessee to Lessor. d. Default 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 Maker’s obligation for borrowed money, 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 this Noterent due hereunder from Lessee; second, which shall continue for a period of twenty (20) days; e. The commencement to the payment of any action or proceeding which affects costs and expenses of the Collateral or title thereto or the interest of Holder thereinreletting, including, including but not limited to eminent domainbrokerage fees, insolvencyattorneys' fees and costs of such changes, code enforcement 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 arrangements 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 proceedings involving a bankrupt 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 decedent;remotely from the default, including but not limited to reasonable attorneys' fees. f. The entry 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 a decree all or order by a court having jurisdiction any part of Lessee's property in the premises adjudging 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 the Maker bankrupt highest bidder for cash, and, on behalf of Lessee, sell and convey all or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect part of the Maker property to the highest bidder, delivering to the highest bidder all of Lessee's title and interest in the property sold to him. The proceeds of the sale of the property shall be applied by Lessor toward the reasonable costs and expenses of the sale, including, without limitation, attorneys' fees, and then toward the payment of all sums then due by Lessee to Lessor under the federal Bankruptcy Code terms of this Lease. Any excess remaining shall be paid to Lessee or any other applicable federal or state person entitled thereto by law, or appointing a receiver, liquidator, assignee or trustee . Such sale shall bar Lessee's right of redemption. 12.3 In the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing event of a petition default or answer or consent seeking reorganization or relief threatened default under the federal Bankruptcy Code or any other applicable federal or state lawthis Lease by Lessee, or its consent Lessor shall be entitled to the filing of any such petition or to the appointment of a receiverall equitable remedies, liquidatorincluding, assignee or trustee of the companywithout limitation, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orinjunction and specific performance.

Defaults. The Each of the following shall be events an “Event of default Default” under this NoteLease: a. Maker’s failure (a) Tenant shall abandon the Premises: provided, however, cessation of business activities shall not constitute a default so long as Tenant abides by its other obligations herein; (b) Tenant shall fail to remit pay Rent or any payment other sum payable under this Note on before the date due, if such failure is not cured in full Lease within five (5) days of written notice of defaultafter it is due; b. Maker’s failure (c) Tenant shall fail to perform or breach any of any non-monetary obligation or covenant set forth in Tenant’s other obligations under this Note or in any other written agreement between Maker Lease and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty thirty (2030) days;days after notice from Landlord; provided that if more than thirty (30) days shall be required to complete such performance, Tenant shall not be in default if Tenant shall commence such performance within the thirty (30) day period and shall thereafter diligently pursue its completion. e. The commencement of any action (i) Tenant shall make a general assignment or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment general arrangement for the benefit of creditors creditors; (ii) a petition for adjudication of bankruptcy or for reorganization or rearrangement shall be filed by or against Tenant and shall not be dismissed within sixty (60) days; (iii) a trustee or receiver shall be appointed to take possession of substantially all of Tenant’s assets located at the admission by it Premises or Tenant’s interest in writing this Lease and possession shall be subjected to attachment, execution or other judicial seizure which shall not be discharged within sixty (60) days. If a court of its inability competent jurisdiction shall determine that any of the acts described in this Subsection (d) is not a default under this Lease, and a trustee shall be appointed to pay its debts generally as they become duetake possession (or if Tenant shall remain a debtor in possession) and such trustee or Tenant shall assign, sublease, or transfer ▇▇▇▇▇▇’s interest hereunder, then Landlord shall receive, as Additional Rent, the taking excess, if any, of corporate action the rent (or any other consideration) paid in connection with such assignment, transfer or sublease over the rent payable by the Maker in furtherance of any such action; orTenant under this Lease.

Defaults. The following shall be events (a) An event of default under this Noteby Tenant shall occur if one or more of the following events shall occur: a. Maker’s failure (i) If Tenant shall fail to remit pay Base Rental or any payment under this Note on before the date due, if other amounts due to Landlord hereunder when due and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a 10-day period after Landlord shall have given Tenant written notice of Tenant’s failure to pay, provided, Landlord shall only be required to give such notice twice during any Lease Year. (ii) If Tenant shall fail to perform any of its other obligations under this Lease and such failure shall continue for a 30-day period after Landlord shall have given Tenant written notice of its failure to perform. However, if Tenant’s failure cannot reasonably be cured by Tenant within said 30-day period, an event of default shall not occur if Tenant commences to cure such failure within the 30-day period and diligently thereafter prosecutes the cure to completion within a reasonable period of twenty time after the 30-day period. (20iii) days; e. The commencement Tenant or any guarantor of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or this Lease becomes insolvent, or approving as properly filed files a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker for protection under the federal U.S. Bankruptcy Code (or similar law) or a petition is filed against Tenant or any other applicable federal guarantor under such laws and is not dismissed within sixty (60) days after the date of such filing, makes a transfer in fraud of creditors or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of makes an assignment for the benefit of creditors or the admission by it admits in writing of its inability to pay its debts generally when due. (iv) Tenant shall be in default beyond any notice and cure period pursuant to any Leasehold Mortgage or Tenant’s leasehold estate is foreclosed upon by any Leasehold Mortgagee. (b) If an event of default by Tenant shall have occurred under the terms of Section 18(a) above, Landlord shall have the right, in addition to all other remedies available at law or equity, to pursue one or more of the following (subject, however, to the rights of a Leasehold Mortgagee set forth in this Lease and clause (c) below): (i) Do whatever Tenant is obligated to do under this Lease and enter the Site(s) affected by such default, without being liable for prosecution or any claim for damages therefor, to accomplish such purpose. Tenant shall reimburse Landlord immediately upon demand for any expenses which Landlord incurs in thus effecting compliance with this Lease on Tenant’s behalf, together with interest thereon at the highest lawful rate from the date Landlord incurs the expense in question until Landlord is reimbursed therefor. (ii) Seek injunctive relief or specific performance of Tenant’s obligations hereunder, as they applicable. (iii) Subject to clause (c) below, terminate this Lease, in which event Tenant’s default shall be deemed a total and entire breach of Tenant’s obligations under this Lease and Tenant immediately shall become dueliable for damages in an amount equal to (A) the total Base Rental for the remainder of the Term, discounted at the Prime Rate to the then present value, together with all other expenses incurred by Landlord in connection with Tenant’s default, and the unpaid rental due as of the date of termination, less (B) the fair market rental value of the Leased Premises for the balance of the Lease Term, discounted at the Prime Rate to the then present value. It is acknowledged, intended and agreed that the amounts which Landlord is entitled to recover under this Section constitute liquidated damages and not a penalty for Tenant’s defaults related to nonpayment of rental. Such amounts constitute the parties’ best, good faith, and reasonable estimate of the damages which would be suffered by Landlord in the event any such default occurs, the exact amount of such damages being difficult or impractical to calculate. As used herein, “Prime Rate” means (x) the per annum “prime rate” of interest as published, on the date on which this Lease is terminated in accordance with this Section 18, by The Wall Street Journal, Southwest Edition, in its listing of “Money Rates”, or (y) if The Wall Street Journal, while still in publication, is not published on the taking date on which this Lease is terminated, then the “prime rate” of corporate action interest as published in The Wall Street Journal on the most recent date prior to the date on which this Lease is so terminated, or (z) if The Wall Street Journal is no longer published on the date on which this Lease is terminated, the “bank prime loan” rate (being the rate posted by a majority of top 25 [by assets in domestic offices] insured U.S.- chartered commercial banks) as posted in the Maker Federal Reserve Statistical Release for the week in furtherance which the date of any such action; orLease termination occurs.

Defaults. 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 be events constitute an event of default by FCAR under this NoteAgreement: a. Maker’s failure (a) Failure to remit comply with any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under material terms and conditions of this Agreement within the federal Bankruptcy Code or any other applicable federal or state law, or appointing times herein specified. (b) FCAR shall: (i) become insolvent; or (ii) admit in writing its inability to pay debts as they mature; or (iii) make a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an general assignment for the benefit of creditors or to an agent authorized to liquidate any such amount of its property; or (iv) be adjudicated bankrupt; or (v) be in violation of applicable building codes, electrical codes, plumbing codes, property maintenance codes, sign regulations, and zoning codes without variance therefrom. (c) Upon an occurrence of default as set forth in Subsection 8.1 (a) and (b)(v), the admission 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 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 City Attorney and with a reputable financial institution, until the matter can be resolved, and the City shall continue to make payments to FCAR as set forth herein. If the default is not cured within the time set forth above, and this Agreement is terminated by the City, all money held by the City as provided herein may be retained by the City and used to cure the default, and any monies remaining after said cure shall be returned by the City to FCAR. 8.2 The City shall be considered to be in default if it shall fail to make complete and timely payments to FCAR on the terms provided herein or fail to comply with any other material term or provision of this Agreement. If such an event of default occurs, FCAR shall notify the City of the 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 this Agreement and to seek the remedies of its inability specific performance, costs, expenses and attorneys’ fees and the payment of unpaid Tax Rebates. 8.3 Any lawfully disputed amounts pursuant to pay its debts generally as they become due, or this Section 8 shall be deposited in an escrow with a third party pending resolution of the taking of corporate action dispute. The third party shall be agreed upon by the Maker in furtherance of any such action; orCity and FCAR.

Defaults. The Tenant agrees that any one or more of the following events shall be events considered an event of default under this Noteas said term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the Tenant shall institute any proceedings or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against itlaws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or extension; or (c) Tenant shall make any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by it any revenue officer or similar officer and Tenant shall fail to contest the validity of the levy and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (e) A decree or order appointing a receiver of its inability the property of Tenant shall be made, and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Tenant shall abandon the Leased Premises or vacate the same during the term hereof; or (g) Tenant shall default in any payment of rent or in any other payment required to pay its debts generally be made by Tenant hereunder when due as they become dueherein provided, and such default shall continue for seven (7) days after notice thereof in writing to Tenant; provided, however, that the said seven (7) day period shall be deemed to be three (3) days in the event that the Tenant assigns this Lease to a person or entity who is either not owned by Tenant or a parent corporation of Tenant; or (h) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the taking same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing, or performing any of corporate action the other covenants or agreements herein contained to be kept, observed, and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant; or (j) Tenant shall repeatedly be late in the payment of rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed, or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given). For purposes of this paragraph, the term “repeatedly” shall mean three (3) times in any twelve (12) month period. The Tenant further covenants and agrees that, if the rent above reserved, or any part thereof, shall be in default, or in case of a breach of any of the covenants or agreements herein, Landlord may declare this Lease terminated, and after the expiration of fifteen (15) days from the date of receipt of service of a written notice to that effect, be entitled to the possession of the Leased Premises, either by the Maker expiration of this Lease or by any termination of said term as herein provided for. If the Tenant shall refuse to surrender and deliver up the possession of the Leased Premises, after the service of said notice, then and in furtherance that event, the Landlord may, without further notice or demand, enter into and upon said Leased Premises, or any part thereof, and take possession thereof and repossess the same as of the Landlord’s former estate, and expel, remove and put out of possession the Tenant, 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 action; orcases.

Defaults. The (i) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason and whether it shall be events voluntary or involuntary, or come about or be effected by operation of default law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (A) if Lessee shall fail to pay when due any sum under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if Agreement and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty fifteen (2015) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder thereinbusiness days after oral, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventfacsimile, or approving as properly filed a petition seeking reorganization, arrangement, adjustment written notice has been given by Lessor to Lessee; (B) if Lessee shall fail to perform any covenant or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsagreement contained herein, and the continuance of any such decree or order unstayed and in effect failure shall continue for a period of twenty fifteen (2015) days;days after notice thereof shall have been given in writing; (C) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by Lessee in connection herewith is or shall become incorrect in any material respect; (D) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (E) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (F) if any such proceedings shall be instituted against either party and shall not be withdrawn or terminated within thirty (30) days after their commencement. g. Maker(ii) Upon the occurrence of any Event of Default, the non-defaulting party may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as such non-defaulting party in its sole discretion shall elect: (A) by notice in writing, terminate this Agreement immediately, whereupon all rights of Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s institution entry upon any premises where the Aircraft may be located for the purpose of, and waives any cause of proceedings action it may have arising from, a peaceful retaking of the Aircraft; or (B) perform or cause to be adjudicated a bankrupt performed any obligation, covenant or insolventagreement of the defaulting party hereunder. In the event Lessee is the defaulting party, Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default. (iii) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default, for which Lessee is the defaulting party, or the consent exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by it to the institution a duly authorized representative of bankruptcy Lessor. No waiver by Lessor of any default or insolvency proceedings against itEvent of Default hereunder shall in any way be, or its filing be construed to be, a waiver of a petition any future or answer subsequent default or consent seeking reorganization Event of Default. The failure or relief under the federal Bankruptcy Code or delay of Lessor in exercising any other applicable federal or state law, or its consent to the filing rights granted it hereunder upon any occurrence of any such petition right upon the continuation or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance recurrence of any such action; orcontingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. The Section 6.1 Any of the following events shall be events constitute an Event of default Default under this NoteAgreement: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default The Borrowers shall default in the Maker’s obligation for borrowed money, other than this Note, which payment of sums due to the Bank and such default shall continue for a period of twenty ten (2010) daysdays after written notice to Borrowers of such failure to make payment on the due date; e. (b) The commencement Borrowers shall default in the performance or observance of any action agreements or proceeding which affects conditions required to be performed or observed by the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker Borrowers under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee terms of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsthis Agreement, and the continuance of any such decree or order unstayed and in effect default shall continue for a period of twenty thirty (2030) days after written notice to the Borrowers specifying such default (provided that if such default cannot be cured by the payment of monies and cannot reasonably be cured within thirty (30) days, Borrowers shall have a reasonable time to effect a cure, if curative action is commenced within said thirty (30) day period and is thereafter pursued diligently and in good faith by Borrowers to completion); g. Maker’s institution of proceedings to be adjudicated a bankrupt (c) Any representation or insolvent, warranty made by the Borrowers in this Agreement or the consent by it to the institution of bankruptcy in any certificate or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief document furnished under the federal Bankruptcy Code terms of this Agreement shall prove untrue in any material respect, and which can not or has not been remedied within thirty (30) days following notice thereof, unless a new agreement has been reached between Borrowers and Bank which waives such Event of Default; (d) The Borrowers shall be in default under the terms of the Loan Documents or any other instrument executed and delivered by the Borrowers to the Bank with respect to the Improvements, and such default shall not be cured by the Borrowers or waived by the Bank within the period of grace, if any, applicable federal to such default under the terms of such instruments; (e) Any Borrower or state lawany Guarantor shall be in default under the terms of any other indebtedness owed by any Borrowers or any Guarantor to Bank, and such default shall not be cured by the Borrowers or waived by the Bank within the period of grace, if any, applicable to such default under the terms of such instruments; (f) Development of the Improvements shall be abandoned, or its consent shall be unreasonably delayed or discontinued for a period of thirty (30) days (for reasons other than those beyond the control of NTS Virginia or the Contractor), or development shall be delayed for any reason whatsoever to the filing extent that completion of any such petition or the Improvements cannot, in the reasonable judgment of the Bank, be accomplished prior to the appointment of a receiver, liquidator, assignee or trustee date specified in Section 4.1 hereof; or (g) Any of the company, Borrowers and/or Guarantors: (i) shall admit in writing the respective inability to pay debts by Borrowers and/or Guarantors; or of any substantial part of its property, or its making of (ii) shall make an assignment for the benefit of creditors creditors; or (iii) shall be adjudicated a bankrupt, or (iv) shall file a voluntary petition in bankruptcy or effect a plan or other arrangement with creditors, or (v) shall have applied for, or permitted the appointment of, a receiver or trustee or custodian for any of property or assets of Borrowers or the admission by it Guarantors, or a trustee, receiver or custodian shall have been appointed for any property or assets of the Borrowers and/or Guarantors who shall not have been discharged within sixty (60) days after the date of his appointment; (h) The Improvements and Improvements Site are no longer primarily used for the purpose disclosed to Bank upon submission of NTS Virginia’s Loan application to Bank for approval and NTS Virginia has not demonstrated to Bank’s reasonable satisfaction prior to the conversion of the use that the alternative use to which the Premises has been put meets mortgagee’s underwriting standards; Section 6.2 Upon the occurrence of an Event of Default, unless such Event of Default is subsequently waived in writing by the Bank, the Bank shall be entitled, at the option of the Bank, to exercise any or all of the following rights and remedies: (a) The Bank may terminate its obligation to make advances under this Agreement and may declare the entire unpaid principal balance of the advances to NTS Virginia made under this Agreement to be immediately due and payable, together with accrued and unpaid interest on such advances, without further notice to or demand on the Borrowers. (b) The Bank may exercise all enforcement remedies specified in the Loan Documents and any other documents issued by the Borrowers with respect to the Loan, including (without limiting the generality of the foregoing) the right to foreclose the Deed of Trust and other collateral securing the Note. Section 6.3 If an Event of Default occurs that is specified in Section 6.1(f) or any Event of Default occurs that is caused by NTS Virginia’s failure, for any reason, to continue with development of the Improvements as required by this Agreement, then the Bank may (but shall not be obligated to) take over and complete development of the Improvements in accordance with the Plans and Specifications, with such changes as the Bank may, in its discretion, deem appropriate (provided the character and scope of the Improvements remains materially unchanged all at the risk, cost and expense of the Borrowers. The Bank may assume or reject any contracts entered into by NTS Virginia in connection with the Improvements, and may enter into additional or different contracts for services, labor and for materials required, in the judgment of the Bank, to complete the Improvements, and may pay, compromise and settle all claims in connection with the Improvements. All sums expended by the Bank in completing the Improvements (whether aggregating more or less than the amount of the Note) shall be deemed advances made by the Bank to the Borrowers, and the Borrowers shall be liable to the Bank for the repayment of such sums, together with interest on such amounts from the date of their expenditure at the default rate specified in the Note. The Bank may, in its discretion, at any time, abandon work on the Improvements after having commenced such work, and may re-commence such work at any time, but nothing in this paragraph shall impose any obligation on the Bank to either complete or not to complete the Improvements. For the purpose of carrying out the provisions of this paragraph, the Borrowers irrevocably appoint the Bank its attorney-in-fact, with full power of substitution, to execute and deliver all such documents, pay and receive such funds, and take such action as may be necessary, in the judgment of the Bank, to complete the Improvements. Section 6.4 NTS Virginia unconditionally assigns to the Bank all of its inability rights in the development contract with the Contractor and any subcontractors or material suppliers it may have or enter into in the future in completing the Improvements. This assignment is to pay its debts generally as they be accepted and become due, or effective only in the taking of corporate action by event the Maker in furtherance of any such action; orBank shall proceed with the remedies afforded under Section 6.3 above.

Defaults. The occurrence of any of the following shall constitute a default (“Default”) of this Lease by Tenant: (a) Any failure by Tenant to pay any Rent or any other charge required to be events of default paid under this Note: a. Maker’s failure to remit Lease, or any payment under this Note on before the date due, part thereof when due if such failure is not cured in full within continues for five (5) days of after written notice of default;to Tenant; or b. Maker(b) Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1(b), any failure by Tenant to observe or breach of any non-monetary obligation or covenant set forth in this Note or in perform any other written agreement between Maker and Holder if provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure is not cured in full within ten continues for thirty (1030) days following delivery of after written notice thereof from Holder Landlord to Maker; c. If Maker Tenant; provided that if the nature of such default is dissolvedsuch that the same cannot reasonably be cured within a thirty (30) day period, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which Tenant shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings be deemed to be adjudicated in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default; or (c) To the extent permitted by Law, a bankrupt or insolvent, or the consent general assignment by it to the institution Tenant of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment this Lease for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become duecreditors, or the taking of any corporate action by the Maker in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy Law, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy Law, unless in the case of a proceeding filed against Tenant the same is dismissed within sixty (60) days, or the appointment of a trustee or receiver to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant within thirty (30) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such actionseizure 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. The occurrence of any of the following events shall be events constitute an "Event of default under this NoteDefault": a. Maker’s failure (a) The Borrower shall fail to remit pay any interest with respect to the Revolving Notes or the Term Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment under this Note 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 before the date when due, if such failure is not cured in full within five . (5c) days of written notice of default; b. Maker’s failure to perform Any representation or breach of any non-monetary obligation warranty made by the Borrower herein or covenant set forth in this Note hereunder or in any certificate or other written agreement between Maker document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and Holder if such failure is not cured remedies hereunder. (d) Except as specified in full within ten (10a) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolvedand (b) above, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsthe Borrower shall default in the performance of, or otherwise; d. Default in breach, any covenant of the Maker’s obligation for borrowed moneyBorrower with respect to this Agreement, other than this Note, which and such default or breach shall continue for a period of twenty thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (20e) days; e. The commencement An event of default as defined in any action mortgage, indenture, agreement or proceeding instrument under which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventthere is issued, or approving as properly filed a petition seeking reorganizationby which there is secured or evidenced, arrangement, adjustment or composition of or any Indebtedness (other than in respect of Hedge Agreements) of the Maker Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the federal Bankruptcy United States Code or any other applicable federal federal, state or state foreign bankruptcy, insolvency, reorganization or similar law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20ii) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee assignee, custodian, trustee, sequestrator or trustee similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the companyproperty of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its propertyrespective properties, or its making of an shall make any general assignment for the benefit of creditors creditors, or the admission by it in writing of its inability shall fail generally to pay its respective debts generally as they become due, due or the taking of shall take any corporate action by the Maker in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such action; ordischarge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) 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 better) by Standard & Poor’s Ratings Service, a Division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc., or (b) Baa3 (or better) by M▇▇▇▇’▇ Investors Service, Inc.

Defaults. The Subject to the provisions contained in subsection 26 (c) below, if any of the following shall be events of default under this Noteoccur: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is (i) Tenant does not cured pay in full within five when due any installment of Annual Basic Rent, additional rent or any other charge or payment whether or not herein included as rent, (5ii) days of written notice of default; b. Maker’s failure Tenant violates or fails to perform or breach of otherwise breaks any non-monetary obligation covenant, agreement or covenant set forth in this Note condition herein contained or in any other written agreement between Maker and Holder if such failure is obligation of Tenant to Landlord, (iii) Tenant does not cured occupy the Premises within sixty (60) days after the Rent Commencement Date, (iv) Tenant removes or attempts to remove Tenant's property from the Premises other than in the ordinary course of business without having first paid to Landlord in full within ten (10) days following delivery of written notice thereof from Holder to Makerall rent and any other charges that may have become due; c. If Maker is dissolved, whether pursuant to (v) Tenant or any applicable articles guarantor of incorporation Tenant hereunder becomes the subject of commencement of an involuntary case under the federal bankruptcy law as now or bylaws and/or any applicable lawshereafter constituted, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly there is filed a petition against Tenant or any guarantor of Tenant hereunder seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker Tenant or any guarantor of Tenant hereunder under the federal Bankruptcy Code bankruptcy law as now or hereafter constituted, or under any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or appointing seeking the appointment of a receiver, liquidatorliquidator or assignee, assignee custodian, trustee, sequestrator (or trustee similar official) of the Maker, Tenant or any guarantor of Tenant hereunder or any substantial part if its propertyof the property of either Tenant or any guarantor of Tenant hereunder, or ordering seeking the winding winding-up or liquidation of its affairsaffairs and such involuntary case or petition is not dismissed within sixty (60) days after the filing thereof, and the continuance or if Tenant or any guarantor of any such decree Tenant hereunder commences a voluntary case or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of institutes proceedings to be adjudicated a bankrupt or insolvent, or the consent by it consents to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code bankruptcy laws as now or hereafter constituted, or any other applicable federal or state bankruptcy, reorganization or insolvency or other similar law, or its consent to the filing of any such petition or consents to the appointment of or taking possession by a receiverreceiver or liquidator or assignee, liquidatortrustee, assignee custodian, sequestrator (or trustee other similar official) of the company, Tenant or any guarantor of Tenant hereunder or of any substantial part of its property, or its making of an makes any assignment for the benefit of creditors creditors, or the admission by it admits in writing of its inability to pay its debts generally as they become due, or the taking fails to generally pay its debts as they become due, or if Tenant or any guarantor of corporate Tenant hereunder takes any action by the Maker in furtherance contemplation of any such action; orof the foregoing, then:

Defaults. The occurrence of any one or more of the following events shall be events of constitute a default (a "Default") under this NoteAgreement: a. Maker’s (a) the failure of Borrower to pay promptly when due any interest or principal on any of the Obligations, including but not limited to the Loan; (b) the failure of Borrower, Orange and/or any Guarantor to observe or perform promptly when due any covenant, agreement, or obligation due to the Lender; (c) the failure to remit pay on demand any amounts advanced by Lender for the payment under this Note on before of taxes and assessments or the date duecost of obtaining the release of any Collateral from any seizure, if such failure is not cured in full within five (5) days of written notice of defaultLien, or attachment; b. Maker’s failure to perform or breach (d) the inaccuracy at any time of any non-monetary obligation warranty, representation, or covenant set forth statement made to Lender by Borrower, Orange and/or any Guarantor, whether such warranty, representation, or statement is made (i) in this Note Agreement, the Note, or the Collateral Documents, or (ii) in any other written agreement, document, or writing; (e) any default on or in connection with any Obligation; (f) any material discrepancy between any financial statement submitted to Lender by Borrower and/or any Guarantor and its actual financial condition; (g) any garnishment, seizure, or attachment of, or any tax lien or tax levy against, any assets of Borrower, Orange and/or any Guarantor, including, without limitation, those assets that are Collateral, unless the same is being contested in good faith and is secured by adequate reserves in an amount sufficient to satisfy same; (h) one or more judgments, decrees, arbitration award, rulings or decisions shall be entered against Borrower, Orange and/or any Guarantor involving in the aggregate a liability (not paid or fully covered by insurance including self-insurance or the payment or performance bonds) of $100,000 or more and all such judgments, decrees, awards and rulings shall not have been vacated, paid, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; (i) Borrower shall default in any payment of principal of or interest on any Debt other than the Loan in the aggregate principal amount of more than $100,000, in each instance, beyond the period of grace, if any, provided in the instrument or agreement between Maker under which such Debt or observance or performance of any other agreement or condition relating to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt or beneficiary or beneficiaries of such (or a trustee, agent or other Person acting on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Debt to become due prior to its stated maturity; (j) a receiver, conservator, liquidator or trustee of the Borrower, Orange and/or any Guarantor, or of any of their property (including the Property) is appointed by order or decree of any court or agency or supervisory authority having jurisdiction; or an order for relief is entered against the Borrower, Orange and/or any Guarantor under the Federal Bankruptcy Code; or the Borrower, Orange and/or any Guarantor is adjudicated bankrupt or insolvent; or any material portion of any property of any of the Borrower, Orange and/or any Guarantor (including the Property) is sequestered by court order and Holder if such failure order remains in effect for more than thirty (30) days after such party obtains knowledge thereof; or a petition is filed against the Borrower, Orange and/or any Guarantor under any state, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or receivership law of any jurisdiction, whether now or hereafter in effect, and such petition is not cured in full dismissed within ten sixty (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (2060) days; e. The commencement (k) the Borrower, Orange and/or any Guarantor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any action or proceeding which affects the Collateral or title thereto or the interest of Holder thereinbankruptcy, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment insolvency, readjustment of debt, dissolution or composition liquidation law of any jurisdiction, whether now or hereafter in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state laweffect, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent consents to the filing of any case or petition against it under any such petition or to law; (l) the appointment of a receiverBorrower, liquidator, assignee or trustee of the company, or of Orange and/or any substantial part of its property, or its making of Guarantor makes an assignment for the benefit of creditors its creditors, or the admission by it admits in writing of its inability to pay its debts generally as they become due, or consents to the taking appointment of corporate action by a receiver, trustee or liquidator of the Maker in furtherance Borrower, Orange and/or any Guarantor or of all or any part of its property; (m) the entry of a final court order that enjoins or restrains Borrower's and/or Orange conduct of its business activities; (n) the existence or future enactment of any such actionlaw, by any federal, state, parish, county, municipal, or other taxing authority, requiring or permitting Borrower to deduct any amount from any payments to be made on the Loan or any other Obligation; (o) the failure of Borrower and/or Orange to pay any federal, state, or local tax, fee, or duty, unless the same is being contested in good faith and is secured by an adequate reserve in an amount sufficient to satisfy same and enforcement proceedings have not begun; (p) any material adverse change in Borrower's financial condition, business, or ability to pay or perform its obligations to Lender; or (q) the Collateral, or any material portion thereof, is condemned or expropriated under power of eminent domain by any legally constituted governmental authority.

Defaults. The Sublessee further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Sublessee shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Sublessee asking reorganization of Sublessee under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof, or B. Sublessee shall file, or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Sublessee shall institute any proceedings for relief of Sublessee under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of any such petition debtors, readjustment of indebtedness, reorganization, arrangements, composition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an extension; or C. Sublessee shall make assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Sublessee or any of the property of Sublessee; or D. Sublessee shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Sublessee shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or G. Sublessee shall abandon the Premises during the Term hereof; or H. Sublessee shall default in any payment of Rent required to be made by Sublessee hereunder when due as herein provided and such default shall continue for three (3) days after notice thereof in writing to Sublessee; or I. Sublessee shall by, its act or omission to act, cause a default under the Lease and such default shall not be cured within the time, if any permitted for such cure under the Lease; or J. Sublessee shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Sublessee, and such default shall continue for ten (10) days after notice hereof in writing to Sublessee.

Defaults. The following Debtor shall be events of in default under this NoteAgreement and each of the other Debt Documents if any one of the following should occur: a. Maker(i) Debtor breaches its obligation to pay within three (3) business days following the due date thereof any installment or other amount due or coming due under any of the Debt Documents, other than by Secured Party’s failure to remit process a deduction from Debtor’s Primary Operating Account pursuant to Section 2(w); (ii) Debtor, without the prior written consent of Secured Party, attempts to or does sell, rent, lease, license, mortgage, grant a security interest in, or otherwise transfer or encumber, or allow Liens (except for Permitted Liens) upon, any of the Collateral; (iii) Debtor breaches any of its insurance obligations under Section 4; (iv) Debtor breaches any of its obligations under Sections 2(m) or 2(y) or Sections 3(i), (j), or (k); (v) Debtor breaches any of its other non-payment obligations under this Note on before any of the date due, if such failure is not cured in full Debt Documents and fails to cure that breach within five thirty (530) days of written notice of defaultafter it has occurred; b. Maker’s failure to perform (vi) Any warranty, representation or breach of any non-monetary obligation or covenant set forth in this Note or statement made by Debtor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall be false or misleading in any material respect; (vii) Any of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any legal or administrative proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of the Collateral to a material risk of attachment, execution, levy, seizure or confiscation and no bond is posted or protective order obtained to negate such risk; (viii) Debtor breaches or is in default under any other written agreement between Maker Debtor and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to MakerSecured Party; c. If Maker is dissolved(ix) Debtor or any guarantor or other obligor for any of the Indebtedness (collectively “Guarantor”) dissolves, whether pursuant terminates its existence, becomes insolvent or ceases to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwisedo business as a going concern; d. Default in the Maker’s obligation for borrowed money(x) If Debtor or any Guarantor is a natural person, other than this Note, which shall continue for a period of twenty (20) daysand Debtor or any such Guarantor dies or becomes incompetent; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect (xi) A receiver is appointed for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, all or of any substantial part of its propertythe property of Debtor or any Guarantor, or its making of an Debtor or any Guarantor makes any assignment for the benefit of creditors creditors; (xii) Debtor or any Guarantor files a petition under any bankruptcy, insolvency or similar law, or any such petition is filed against Debtor or any Guarantor and is not dismissed within forty-five (45) days; (xiii) Debtor’s improper filing of an amendment or termination statement relating to a filed financing statement describing the admission by it in writing Collateral; (xiv) Debtor shall merge with or consolidate into any other entity or sell all or substantially all of its inability assets or in any manner terminate its existence; (xv) If Debtor is a privately held corporation, more than 50% of Debtor’s voting capital stock, or effective control of Debtor’s voting capital stock, issued and outstanding from time to time, is not retained by the holders of such stock on the date the Agreement is executed; (xvi) If Debtor is a publicly held corporation, there shall be a change in the ownership of Debtor’s stock such that Debtor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933; (xvii) Debtor defaults under any agreement to pay Additional Indebtedness or any other financing arrangement between Debtor and a third party in an amount exceeding $100,000; (xviii) Secured Party shall have determined in its debts generally sole and good faith judgment that (a) it is the clear intention of Debtor’s investors to not continue to fund the Debtor in the amounts and timeframe necessary to enable Debtor to satisfy the Indebtedness as they become dueit becomes due and payable or (b) there is a material impairment in the perfection or priority of the Secured Party’s security interest in the Collateral; or (xix) [intentionally omitted] (xx) Without the prior written consent of Secured Party, which consent shall not be unreasonably withheld or delayed, Debtor creates, incurs, assumes or permits to exist any Indebtedness to Maxygen, Inc. (“Maxygen”) in excess of One Million, Two Hundred Twenty-Five Thousand Dollars ($1,225,000) in aggregate in any fiscal year, or Debtor makes any payments to Maxygen in any fiscal year in excess of the taking lower of: (i) the aggregate of corporate action the fair market value of services provided by Maxygen to Debtor during such fiscal year, or (ii) the Maker in furtherance aggregate of any such action; orOne Million, Two Hundred Twenty-Five Thousand Dollars ($1,225,000). Notwithstanding the foregoing, Debtor shall be permitted to pay the balance of previously incurred, existing and anticipated Indebtedness to Maxygen up to a total amount of One Million, Five Hundred Thousand Dollars ($1,500,000) for the period January 1, 2005 to December 31, 2005.

Defaults. The occurrence of any one or more of the following events ("Defaults") shall be events constitute a default and breach of default this Lease: (i) Tenant shall fail to pay the Base Rent, or any other rent owed under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if Lease when due and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within shall continue for ten (10) days following delivery after Tenant's receipt of written notice thereof from Holder Landlord, provided, however, Landlord shall not be obligated to Makergive such notice and opportunity to cure more than two times in any calendar year; c. If Maker (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 dissolvedof such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence to remedy the same within such thirty (30) day period and to prosecute such remedy to completion with reasonable diligence; (iii) A general assignment by Tenant for the benefit of Tenant's creditors, any voluntary filing, petition or application by Tenant under any law relating to insolvency or bankruptcy, whether pursuant to any applicable articles for declaration of incorporation or bylaws and/or any applicable lawsbankruptcy, a reorganization, an arrangement or otherwise; d. Default (iv) The involuntary filing against Tenant of (A) a petition to have Tenant declared bankrupt, or (B) a petition for reorganization or arrangement of such party under any law relating to insolvency or bankruptcy, unless in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance case of any such decree or order unstayed and in effect for a period of twenty involuntary filing, the same is dismissed within sixty (2060) days;; or g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to (v) the appointment of a receiver, liquidator, assignee trustee or trustee receiver to take possession of all or substantially all of the companyassets 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 any substantial part of its propertyTenant's interest in this Lease, unless such appointment, attachment, execution or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orseizure is discharged within thirty (30) days.

Defaults. The Each of the following shall be events an “Event of default Default” under this NoteLease: a. Maker’s failure (a) Tenant shall abandon the Premises: provided, however, cessation of business activities shall not constitute a default so long as Tenant abides by its other obligations herein; (b) Tenant shall fail to remit pay Rent or any payment other sum payable under this Note on before the date due, if such failure is not cured in full Lease within five (5) days of written notice of defaultafter it is due; b. Maker’s failure (c) Tenant shall fail to perform or breach any of any non-monetary obligation or covenant set forth in Tenant’s other obligations under this Note or in any other written agreement between Maker Lease and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty thirty (2030) days;days after notice from Landlord; provided that if more than thirty (30) days shall be required to complete such performance, Tenant shall not be in default if Tenant shall commence such performance within the thirty (30) day period and shall thereafter diligently pursue its completion. e. The commencement of any action (i) Tenant shall make a general assignment or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment general arrangement for the benefit of creditors creditors; (ii) a petition for adjudication of bankruptcy or for reorganization or rearrangement shall be filed by or against Tenant and shall not be dismissed within sixty (60) days; (iii) a trustee or receiver shall be appointed to take possession of substantially all of Tenant’s assets located at the admission by it Premises or Tenant’s interest in writing this Lease and possession shall be subjected to attachment, execution or other judicial seizure which shall not be discharged within sixty (60) days. If a court of its inability competent jurisdiction shall determine that any of the acts described in this Subsection (d) is not a default under this Lease, and a trustee shall be appointed to pay its debts generally as they become duetake possession (or if Tenant shall remain a debtor in possession) and such trustee or Tenant shall assign, sublease, or transfer Tenant’s interest hereunder, then Landlord shall receive, as Additional Rent, the taking excess, if any, of corporate action the rent (or any other consideration) paid in connection with such assignment, transfer or sublease over the rent payable by the Maker in furtherance of any such action; orTenant under this Lease.

Defaults. The following shall be events If Tenant (a) defaults in the payment of default Annual Rent and Additional Rent payable under this Note:Lease, and such default continues for more than five (5) business days after receipt of written notice thereof; provided that Landlord shall not be obligated to provide written notice more than twice in any twelve (12) month period; or a. Maker’s failure (b) defaults in the performance or observance of any term, covenant or condition to remit any be performed by it hereunder that may be performed merely by the payment under this Note on before the date due, if of money and such failure default is not cured in full rectified within ten (10) days after receipt of written notice thereof; or (c) shall allow any insurance policy required to be carried by it hereunder to lapse or to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of default;such lapse or cancellation from Landlord; or b. Maker’s failure to perform (d) defaults in the performance or breach observance of any non-monetary obligation other term, covenant or covenant set forth in condition of this Note Lease on Tenant's part to be performed or in any other observed and does not commence to rectify such default within thirty (30) days after written agreement between Maker and Holder if notice thereof or does not thereafter diligently complete the rectification thereof (provided, however, that such failure is not nonmonetary default shall be cured in full within ten no later than one hundred twenty (10120) days following delivery Landlord's notice), then, in any of written notice thereof from Holder to Maker; c. If Maker is dissolvedsuch foregoing events, whether pursuant Landlord may, at its option, and in addition to any applicable articles and all remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of incorporation protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an interest and shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Property and shall be entitled to the benefit of all 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 bylaws and/or any applicable lawstenants holding over, or otherwise; d. Default respecting proceedings in the Maker’s obligation forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall remain liable for borrowed moneyany Annual Rent, other than this NoteAdditional 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 continue become due thereafter and shall pay Landlord for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder thereinall reasonable costs and expenses, including, including but not limited to eminent domainto, insolvencyattorneys' and brokers' fees, code enforcement commissions and expenses, paid or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order incurred by a court having jurisdiction Landlord in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect connection with: (1) obtaining possession of the Maker under Property; (2) removal and storage of Tenant's or other occupant's property; (3) care, maintenance and repair of the federal Bankruptcy Code Property while vacant; (4) re-letting the whole or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee part of the MakerProperty; and (5) repairing, altering, renovating, partitioning, enlarging, remodeling or any substantial part if its property, or ordering otherwise putting the winding up or liquidation of its affairsProperty into condition acceptable to, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings reasonably necessary to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orobtain new tenants.

Defaults. The following If (i) Tenant fails to pay when due any rent, or any -------- other sums required to be paid hereunder by Tenant; or (ii) Tenant defaults in the performance or observance of any other agreement or condition on its part to be performed or observed, and Tenant shall be events of fail to cure said default under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five twenty (520) days of written notice of (or such longer period as is reasonably required to correct any such default; b. Maker’s failure , provided Tenant promptly commences and diligently continues to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10effectuate a cure) days following delivery after receipt of written notice thereof from Holder to Maker; c. If Maker by Landlord; or (iii) Tenant files a voluntary petition in bankruptcy or is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a files any petition or answer seeking any arrangement, composition, liquidation or consent seeking reorganization dissolution under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief under the federal Bankruptcy Code for debtors or any other applicable federal seeks or state law, consents to or its consent to the filing of any such petition or to acquiesces in the appointment of a receiverany trustee, liquidator, assignee receiver or trustee liquidator of the company, Tenant or of all or any substantial part of its propertyproperties, or its making of an the Premises, or makes any general assignment for the benefit of creditors creditors, or the admission by it admits in writing of its inability to pay its debts generally as they become due; or (iv) a court enters an order, judgment or decree approving a petition filed (i) Upon five (5) days notice to Tenant, declare to be immediately due and payable, on account of rent and other charges herein reserved for the taking balance of corporate action by the Maker Term (taken without regard to any early termination of the Term on account of default), a sum equal to the Accelerated Rent Component (as hereinafter defined), and Tenant shall remain liable to Landlord as hereinafter provided; and/or (ii) Whether or not Landlord has elected to recover the Accelerated Rent Component, terminate this Lease on at least five (5) days notice to Tenant and, on the date specified in furtherance said notice, this Lease and the term hereby demised and all rights of any such action; orTenant 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 liable to Landlord as hereinafter provided.

Defaults. The Tenant agrees that any one or more of the following events shall be considered events of default under this Noteas said term is used herein: a. Maker’s failure (a) Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the 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 set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy or any petition pursuant or purporting to remit be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment or indebtedness, reorganization, arrangements, composition or extension; or (c) The Lease Premises are levied upon by any revenue officer or similar officer; or (d) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (e) Tenant shall abandon the Leased Premises during the Term hereof; or (f) Tenant shall default in any payment of rent or in any other payment required to be made by Tenant hereunder when due as herein provided, or shall default under this Note on before the date dueSections 6.0 or 6.1 hereof, if and any such failure is not cured in full within default shall continue for five (5) days of written after notice of default;thereof in writing to Tenant; or b. Maker’s failure (g) Tenant shall fail to perform or breach contest the validity of any non-monetary obligation lien or covenant set forth in this Note claimed lien caused by Tenant and give security to Landlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or in shall fail to have the same released and satisfy any other written agreement between Maker judgment rendered thereon, and Holder if such failure is not cured in full within default continues for ten (10) days following delivery of written after notice thereof from Holder in writing to Maker;Tenant; or c. If Maker is dissolved(h) Tenant shall default in keeping, whether pursuant observing or performing any of the other covenants agreements herein contained to any applicable articles of incorporation or bylaws and/or any applicable lawsbe kept, or otherwise; d. Default in the Maker’s obligation for borrowed moneyobserved and performed by Tenant, other than this Note, which and such default shall continue for a period of twenty thirty (2030) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it days after notice thereof in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orTenant.

Defaults. The following An Event of Default shall be events occur if: (i) the Company shall default in the payment of default under the principal of or any installment of interest on this Note: a. Maker’s failure to remit any , when and as the same shall become due and payable, whether at maturity, on demand, on a date fixed for payment under this Note on before thereof, at a date fixed for prepayment, by acceleration or otherwise, (ii) the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure Company shall fail to perform or breach of observe any non-monetary covenant, obligation or covenant set forth in this Note agreement contained herein or in any other written agreement between Maker Transaction Document and Holder if the Company has not remedied such failure is not cured in full default within ten thirty (1030) days following delivery after notice of written notice thereof from Holder default has been given by the Investor to Maker; c. If Maker is dissolvedthe Company, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws(iii) the Company and the Holder, or otherwise; d. either one of them, fail, for any reason, to execute, deliver or consummate the "Stock Purchase Agreement" as defined in that certain Letter of Intent among the Company, ▇▇▇▇ and the Holder, dated May 2, 2001, by July 1, 2001, (iv) an Event of Default shall occur under the Note Purchase Agreement or any other Transaction Document and the Company has not remedied such default within thirty (30) days after notice of default has been given by the Investor to the Company, (v) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having of competent jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or (a) relief in respect of the Maker Company or ▇▇▇▇, or of a substantial part of its property or assets, under Title 11 of the federal Bankruptcy Code United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, receivership or similar law, or appointing (b) the appointment of a receiver, liquidatortrustee, assignee custodian, sequestrator, conservator or trustee of similar official for the MakerCompany or ▇▇▇▇, or any for a substantial part if of its propertyproperty or assets, or ordering (c) the winding up or liquidation of its affairsthe Company or ▇▇▇▇, and the continuance of any such decree proceeding or order unstayed and in effect petition shall continue undismissed for a period of twenty (20) 60 days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or any order or decree approving or ordering any of the foregoing shall be entered or (vi) the Company or ▇▇▇▇ shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (b) consent by it to the institution of bankruptcy or insolvency proceedings against itof, or its filing of fail to contest in a petition timely and appropriate manner, any proceeding or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to described herein, (c) file an answer admitting the appointment material allegations of a receiverpetition filed against it in any such proceeding, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an (e) make a general assignment for the benefit of creditors or the admission by it creditors, (f) become unable, admit in writing of its inability or fail generally to pay its debts generally as they become due, (g) suspend the operation of its business or (h) take any action for the taking purpose of corporate action by effecting any of the Maker in furtherance of any such action; orforegoing.

Defaults. The In any of the following events ("Events of Default"): (a) Lessee shall be events of default under this Note: a. Maker’s failure to remit any in the payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation installment of Rent or covenant set forth in this Note of any Casualty Value or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether Termination Value payable pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which Section 13 hereof and such default shall continue for a period of twenty 5 days after written notice of such nonpayment by Lessor to Lessee; or (20b) days; e. The commencement Lessee shall default in the observance or performance of any action other covenant required to be observed or proceeding which affects performed by Lessee hereunder or under the Collateral terms of the agreement executed and delivered pursuant to Section 4.14 of the Term Loan Agreements and such default shall continue for more than 30 days after written notice thereof from Lessor to Lessee; or (c) Any representation or title thereto warranty made by Lessee herein or in any statement or certificate furnished to Lessor, the Agent or any assignee proves untrue in any material respect as of the date of issuance or making thereof and shall not be made good within 30 days after notice thereof to Lessee by Lessor; or (d) Lessee shall default in the payment of principal of or interest on any obligation of Holder thereinLessee for borrowed money in the unpaid principal amount of $2,000,000 or more as and when the same shall become due and payable by the lapse of time, includingby declaration, but not limited to eminent domainby call for redemption or otherwise and such default shall continue beyond the period of grace, insolvencyif any, code enforcement allowed with respect thereto; or (e) Lessee becomes insolvent or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction admits in the premises adjudging the Maker bankrupt or insolventwriting its inability to pay its debts as they may mature, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of makes an assignment for the benefit of creditors or applies for or consents to the admission appointment of a trustee or receiver for Lessee or for the major part of its property, or Lessee shall make any voluntary assignment or transfer of Lessee's interest as Lessee hereunder in a manner or to a person not permitted by it the terms hereof; or (f) A trustee or receiver is appointed for Lessee, or for the major part of its property and is not discharged within 30 days after such appointment; or (g) Bankruptcy, reorganization, arrangements, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or similar law for the relief of debtors, are instituted by or against Lessee, and if instituted against Lessee are allowed against Lessee or are consented to or are not dismissed within 60 days 'after such institution; Lessor at its option may: A. Proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable covenants and terms of the Lease or to recover damages for the breach thereof; or B. By notice in writing to Lessee, terminate this Lease and/or Lessee's rights of possession hereunder as to all or any portion of the Unit whereupon all right, title and interest of Lessee to or in the use of the Unit shall terminate, and Lessor may, directly or by its inability to pay its debts generally as they become dueagent, enter upon the premises of Lessee or other premises where the Unit may be located and take possession thereof (any damages occasioned by such taking of corporate action possession being hereby expressly waived by Lessee) or may, at Lessor's election, require Lessee at Lessee's expense to deliver the Maker in furtherance of any such action; orUnit F.O.

Defaults. The occurrence of any of the following events shall be events constitute an Insurance Agreement Event of default under this NoteDefault hereunder: a. Maker’s failure (a) any representation or warranty made by UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer hereunder or under any of the other Transaction Documents, or in any certificate or report furnished hereunder or under the Transaction Documents, shall prove to remit be untrue, misleading, incorrect or incomplete in any payment under this Note on before the date duematerial respect and such untrue, if such failure misleading, incorrect or incomplete representation or warranty is not cured within any applicable grace period contained in full within five the applicable Transaction Document; (5b) days any failure by the Servicer to deliver to the Trustee for distribution to the Owners any proceeds or payment required to be delivered under the terms of the Transaction Documents that continues unremedied for a period of two Business Days after written notice is received by the Servicer from the Trustee, the Trust Collateral Agent or the Insurer or after the discovery of defaultsuch failure by an officer of the Servicer; b. Maker’s (c) (i) UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer shall fail to pay or deposit when due any amount payable by UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer hereunder or under any other Transaction Document and such failure to perform or breach continues for a period of any non-monetary obligation or covenant at least two Business Days or, if so specified in the applicable Transaction Document, the applicable cure period set forth therein, or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction shall find or rule that this Insurance Agreement or any other Transaction Document is not valid and binding on UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer. (d) the occurrence and continuance of a “Event of Default” under the Indenture (as defined therein) or the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement; (e) any failure on the part of UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer contained in this Note Insurance Agreement or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, Transaction Document which shall continue continues unremedied for a period of twenty 10 days with respect to this Insurance Agreement, or, with respect to any other Transaction Document, beyond any cure period provided for therein, after the earlier of (20i) daysthe date on which written notice of such failure, requiring the same to be remedied, shall have been given to UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer. as applicable, by the Insurer (with a copy to the Trustee) or by the Trustee, the Trust Collateral Agent or the Collateral Agent (with a copy to the Insurer), or (ii) an officer of UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer, as applicable, has actual notice of any such failure; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of (f) a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises adjudging the Maker bankrupt in an involuntary case under any present or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable future federal or state lawbankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or appointing a receiver, liquidator, assignee or trustee of for the Maker, or any substantial part if its property, or ordering the winding winding-up or liquidation of its respective affairs, shall have been entered against UPFC, UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of twenty (20) 30 consecutive days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent(g) UPFC, UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer shall consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiverconservator or receiver or liquidator or other similar official in any bankruptcy, liquidatorinsolvency, assignee readjustment of debt, marshalling of assets and liabilities or trustee similar proceedings of or relating to UPFC, UACC, the companyServicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer or of any substantial part or relating to all or substantially all of its respective property; (h) UACC, or its making of an assignment for the benefit of creditors Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the admission by it Backup Servicer shall admit in writing of its inability to pay its debts generally as they become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (i) the cessation of the Trust Collateral Agent’s valid perfected first priority security interest in the Collateral for the benefit of the Trust Secured Parties; (j) Default (as defined in the Indenture) in the payment of principal of or interest on the Notes when due; (k) a claim is made of the Policy; (l) the failure of UACC, the Seller or the taking Issuer to comply with, or maintain the accuracy of, the Opinion Facts and Assumptions; (m) the occurrence of corporate action a Level 3 Trigger Event (as defined in the Spread Account Agreement); (n) a Change of Control occurs with respect to UPFC or any of its Affiliates; (o) failure by UACC to maintain, in good standing, a committed warehouse facility of at least $250 million; (p) the entry of final rulings against any of UPFC, its consolidated subsidiaries or Affiliates by a court of competent jurisdiction assessing monetary damages in excess of $10 million or settlements resulting in the payment by the Maker Seller or its Affiliates of amounts in furtherance excess of $10 million; (q) Ray Thousand is no longer acting in his current capacities at UPFC, its consolidated subsidiaries and Affiliates and a replacement for Ray Thousand, acceptable to the Insurer, is not made within 90 days of (i) the departure of Ray Thousand from UPFC, its consolidated subsidiaries or Affiliates or (ii) a change in any such capacity; (r) UPFC fails to maintain minimum Tangible Stockholders’ Equity of $120 million plus 50 percent of positive net income less amounts used for stock repurchase subsequent to the reporting period ended March 31, 2006 and each subsequent quarter; (s) UPFC fails to maintain a minimum EBITDA to Interest Expense coverage of 1.2 to 1.0, the test to be made on a quarterly basis (coinciding with UPFC’s quarterly fiscal reporting) on a rolling six month basis; (t) the Servicer fails to purchase Receivables within 30 days after the occurrence of any such actionof the events described in Section 4.2(c) of the Sale and Servicing Agreement in accordance with Section 4.2(c) of the Sale and Servicing Agreement; orand (u) UACC, the Servicer, the Seller, the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian or the Backup Servicer assert that any of the Transaction Documents to which it is a party is not valid and binding on the parties thereto, or any finding or ruling made by any court, governmental authority or agency having jurisdiction over any of the parties to any other of the Transaction Documents or any property thereof that any material provision of any of the Transaction Documents is not valid and binding on the parties thereto.

Defaults. (a) The occurrence of any of the following shall be events constitute an "Event of default under this NoteDefault": a. Maker’s failure (i) the Payor shall fail to remit any payment under this Note on before the date due, if such failure is not cured in full pay when due within five (5) days of written notice of defaultthe Installment Date or Quarterly Payment Date, as applicable, any amounts required to be paid hereunder; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10ii) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action case or proceeding which affects shall have been commenced against the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving Payor in a bankrupt or decedent; f. The entry of court having competent jurisdiction seeking a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker Payor (A) under the federal Bankruptcy Code any applicable bankruptcy or any other applicable federal or state similar law, or which is not dismissed within 60 days with respect to an involuntary case, (B) appointing a custodian, receiver, liquidator, assignee assignee, trustee or trustee sequestrator (or similar official) of the MakerPayor or of any of its properties, or any substantial part if its property, or (C) ordering the winding winding-up or liquidation of its affairs, and the continuance affairs of any such decree or order unstayed and in effect for a period of twenty (20) daysthe Payor; g. Maker’s institution of proceedings to be adjudicated (iii) the Payor shall (A) file a bankrupt petition seeking relief under any applicable bankruptcy or insolventother similar law, or the (B) consent by it to the institution of bankruptcy proceedings thereunder or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee assignee, trustee or trustee sequestrator (or similar official) of the company, Payor or of any substantial part of its propertyproperties, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability (C) fail generally to pay its debts generally as they such debts become due, or the taking of (D) take any corporate or other action by the Maker in furtherance of any such action; or (iv) the Payor shall default on its obligations under the Security Agreement, the Stock Purchase Agreement among Payor, Payee and International Telecommunications Group, Ltd., dated July 3, 1996, or any guaranty thereof. (b) The Payor shall notify the Payee of the occurrence of any Event of Default promptly after the Payor obtains knowledge thereof. (c) Upon the occurrence of any Event of Default, all amounts payable hereunder, including all accrued interest, shall automatically and immediately become due and payable. (d) Without limiting any other right of the Payor, in the event that the Payee defaults on its obligations under any instrument pursuant to which the Payee owes monies to the Payor (or the Payor's affiliates) in any capacity (hereinafter a "Default Instrument"), the Payor, at its election, may setoff, against any and all such monies owed to the Payor (or its affiliates) by the Payee pursuant to a Default Instrument any and all principal and/or interest due and payable under this Note.

Defaults. The Sublessee further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Sublessee shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventapproving, or approving as properly filed a petition seeking reorganizationfiled, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking filed against Sublessee asking reorganization or relief of Sublessee under the federal Bankruptcy Code Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Sublessee shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any other applicable federal petition pursuant or state lawpurporting to be pursuant to the Federal bankruptcy laws nor or hereafter amended, or its consent Sublessee shall institute any proceedings for relief of Sublessee under any bankruptcy or insolvency laws or any laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Sublessee shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Sublessee or any of the property of Sublessee; or D. Sublessee shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Sublessee shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or G. Sublessee shall abandon the Premises during the Term hereof; or H. Sublessee shall default in any payment of Rent required to be made by Sublessee hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in writing to Sublessee; or I. Sublessee shall default in securing insurance or in providing evidence of insurance as set forth in Sections 7(F) or 11 of this Sublease or shall default with respect to lien claims as set forth in Section 18 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Sublessee; or J. Sublessee shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or K. Sublessee shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Sublessee, and such default shall continue for thirty (30) days after notice thereof in writing to Sublessee.

Defaults. The following shall be events of default under this Note: a. Maker’s failure Section 19.01. This Lease and the term and estate hereby granted are subject to remit the limitations that upon the occurrence, at any payment under this Note on before time prior to or during the date dueTerm, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation one or covenant set forth in this Note or in any other written agreement between Maker and Holder more of the following events (referred to as “Events of Default”): (a) if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default Tenant shall default in the Maker’s obligation for borrowed money, other than this Note, which payment when due of any installment of Base Rent or Additional Rent and such default shall continue for a period of twenty five (205) days after written notice thereof is given by Landlord; or (b) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the payment of Fixed Rent and Additional Rent) and Tenant shall fail to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it will not subject Landlord to criminal liability but cannot be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days;, or shall not thereafter diligently prosecute to completion all steps necessary to remedy such default; or e. The commencement (c) if Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as may be expressly permitted under Article XXIV hereof; or (d) if Tenant shall fail to take possession of the Demised Premises within fifteen (15) days after the Term Commencement Date; or (e) if the Demised Premises shall become vacant or deserted; or (f) if any action execution or proceeding which affects the Collateral attachment shall be issued against Tenant; or (g) if Tenant shall file a voluntary petition in bankruptcy or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to shall be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or consent seeking reorganization or similar relief under the present or any future federal Bankruptcy Code bankruptcy act or any other present or future applicable federal federal, state or state other statute or law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the admission appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant’s property; or (h) if, within sixty (60) days after the commencement of any proceeding against Tenant, whether by it the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant’s property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied; then, in writing any of said cases, at any time prior to or during the Term, of any one or more of such Events of Default, Landlord, at any time thereafter, at Landlord’s option, may give to Tenant a three (3) days’ notice of termination of this Lease (“Notice of Termination”) and, in the event such notice is given, this Lease and the Term shall come to an end and expire (whether or not the Term shall have commenced) upon the expiration of said three (3) days with the same effect as if the date of expiration of said three (3) days were the Expiration Date, but Tenant shall remain liable for damages as provided in Article XX hereof. Section 19.02. If Tenant becomes the subject debtor in a case pending under the Bankruptcy Code, Landlord’s right to terminate this Lease pursuant to this Article shall be subject to the rights of Tenant or the Trustee to assume or assign this Lease. Tenant or the Trustee shall not have the right to assume or assign this Lease unless Tenant or the Trustee, within thirty (30) days of the Event of Bankruptcy (a) cures all defaults under this Lease, (b) compensates Landlord for monetary damages incurred as a result of such default, (c) provides “adequate assurance of future performance” and (d) complies with all provisions of this Section 19.02. (a) Landlord and Tenant hereby agree in advance that the phrase “adequate assurance of future performance”, as used in this Section 19.02, includes adequate assurance (a) of the source of Rent and other consideration due under this Lease, and, in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its inability guarantors, if any, shall be similar to the financial condition and operating performance of Tenant and its guarantors, if any, as of the time Tenant became Tenant under this Lease; and (b) that any assumption or assignment of this Lease is subject to all the provisions hereof, and will not breach any such provisions contained in any other lease or financing agreement. (b) If Tenant is unable (a) to cure its defaults, (b) to reimburse Landlord for its monetary damages, (c) to pay its debts generally as they become duewhen due the Rent due under this Lease, or any other payments required of Tenant under this Lease or (d) to meet the taking criteria and obligations imposed by Section 19.02 (a), then Tenant agrees in advance that it has not met its burden to provide adequate assurance of corporate action future performance, and this Lease may be terminated by Landlord in accordance with Section 19.01 above. Section 19.03. For the Maker in furtherance purposes of this Article, any such action; ornotice required to be given by Landlord under the provisions of this Article may be given by either Landlord or by Landlord’s managing agent or attorneys.

Defaults. The Tenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing of its inability to pay its debts generally as they become due; or 15 E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or G. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in writing to Tenant; or H. Tenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 20 of this Sublease and either such default shall continue for five (5) business days after notice thereof in writing to Tenant; or I. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or J. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant; or K. Tenant shall repeatedly be late in the payment of Rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or the taking of corporate action by the Maker in furtherance performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such action; orpayment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given).

Defaults. (a) The occurrence of any one or more of the following events (hereinafter referred to as “Events of Default”) shall be events constitute a breach of default under this Note: a. Maker’s failure Lease by Tenant: (i) if Tenant shall fail to remit pay the Basic Rental or any payment under this Note on before other sum when and as the date due, if same becomes due and payable and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within shall continue for more than ten (10) days following delivery of after written notice to Tenant; or (ii) if Tenant shall fail to perform or observe any other term hereof to be performed or observed by Tenant, such failure shall continue for more than thirty (30) days after notice thereof from Holder Landlord, and Tenant shall not within such thirty (30) day period commence with due diligence and dispatch the curing of such default, or, having so commenced, shall thereafter fail or neglect to Maker; c. If Maker prosecute or complete with due diligence and dispatch the curing of such default; or (iii) if there shall be any default by Tenant (or any person or entity which is dissolved, whether pursuant to affiliated with Tenant) under any applicable articles of incorporation lease with Landlord (or bylaws and/or any applicable laws, person or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, entity which is affiliated with Landlord) which shall continue for a period of twenty not be remedied within the applicable grace period, if any, provided therefor under such lease; or (20iv) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code if Tenant or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for affiliates shall make a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an general assignment for the benefit of creditors creditors, or the admission by it shall admit in writing of its inability to pay its debts generally as they become duedue or shall file a petition in bankruptcy, or shall be adjudicated as insolvent or shall file a petition in any proceeding seeking any reorganization, arrangements, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or any material part of its properties; or (v) if within ninety (90) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment without the consent of acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of any material part of its properties, such appointment shall not have been vacated : or (vi) if this Lease or any estate of Tenant hereunder shall be levied upon under any attachment or execution and such attachment or execution is not vacated within ten (10) days. (b) If, as a matter of law, Landlord has no right on the bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to assume or assign this Lease, in addition to curing or adequately assuring the cure of all defaults existing under this Lease on Tenant’s part on the date of filing of the proceeding (such assurances being defined below). Tenant, as debtor, or the taking trustee or assignee must also furnish adequate assurances of corporate action future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to three (3) months’ rent, including all other charges payable by Tenant hereunder, and, in the Maker case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease, and that its use of the Demised Premises will not be detrimental to Landlord. In a reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee must assume this Lease or assign it within one hundred twenty (120) days from the filing of the proceeding, or he shall be deemed to have rejected and terminated this Lease. (c) All amounts payable by Tenant to Landlord hereunder, if not paid when due, shall be subject to an administrative late charge of five percent (5%) of the amount due and, in furtherance addition, shall bear interest from the due date until paid at the rate equal to two percent (2%) in excess of any such action; orthe then current “prime rate” published in The Wall Street Journal, but not in excess of the legal rate.

Defaults. The Tenant further agrees that any one or more of the following events shall be considered events of default under this Noteas said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within 30 days from the date o the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the Tenant shall institute any proceedings or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment or indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon or attached by it any revenue officer, Sheriff, or similar officer; or (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within 30 days from the date of entry or granting thereof; or (f) Tenant shall vacate the Leased Premises or abandon the same during the term hereof; or (g) Tenant shall default in any payment of rent or other charge required to be paid by Tenant hereunder when due as herein provided and such default shall continue for 5 days after notice thereof in writing to Tenant; or (h) If Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant; or (j) Tenant shall repeatedly be late in the payment of rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed, or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given). Upon the occurrence of any one or more of such events of default, Landlord may terminate this Lease. Upon termination of this Lease, Landlord may re-enter the Leased Premises with or without process of law using such force as may be necessary, and remove all persons, fixtures and chattel therefrom, and Landlord shall not be liable to prosecution for any damages resulting therefrom. Such re-entry and repossession shall not work a forfeiture of the rents or other charges to be paid and covenants to be performed by Tenant during the full term of this Lease. Upon such repossession of the Leased Premises, Landlord shall be entitled to recover as liquidated damages and not as a penalty a sum of money equal to the value of the rent and other sums provided herein to be paid by Tenant to Landlord for the remainder of the Lease term, less the fair rental value of the Leased Premises for said period. Upon the happening of any one or more of the above-mentioned events Landlord may repossess the leased Premises by forcible entry or detainer suit, or otherwise, without demand or notice of any kind to Tenant (except as herein about provided for) and without terminating this Lease, in which Landlord may but shall be under no obligation so to do, relet all or any part of the Leased Premises for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises for a term greater or lesser than that remaining, under the Lease term, and the right to relet the Leased Premises as a part of a larger area, and the right to charge the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. If Landlord does not relet the Leased Premise, Tenant shall pay to Landlord on demand as liquidated damages and not as a penalty a sum equal to the amount of the rent, and other sums provided herein to be paid by Tenant for the remainder of the Lease term. If the leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys’ fees, and broker’s Commissions), to satisfy the rent and other charges herein provided to be paid for the remainder of the Lease term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. If default shall he made in any covenant, agreement, condition or undertaking herein contained to be kept, observed and performed by Tenant, other than the making of any payments as herein provided, which cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant, prior to the expiration of thirty (30) days from and after the giving of such Notice, commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default, then Landlord shall not have the right to declare the said term ended by reason of such default or to repossess without terminating the Lease, provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Landlord to declare the said term ended or to repossess without terminating the Lease, and to enforce all of its inability to pay its debts generally as they become duerights and remedies hereunder, or the taking of corporate action by the Maker in furtherance of for any such action; orother default not so cured.

Defaults. The occurrence of any of the following shall be events constitute an Event of default under this NoteDefault by Subtenant: a. Maker’s failure to remit (a) If any payment under this Note on before the date due, if such failure is not cured in full within default of either party continues uncorrected for thirty (30) days (five (5) days in the case of a default in the payment of Rent or any other amount due hereunder) after receipt of written notice from the other party, stating with particularity the nature and extent of the default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in , the party giving such notice may terminate this Note or in any other Sublease by written agreement between Maker and Holder notice (the “Termination Notice”); provided, however, that such Termination Notice shall not be effective if such failure is not cured in full within ten thirty (1030) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default (five (5) days in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry case of a decree or order by a court having jurisdiction default in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition payment of or in respect of the Maker under the federal Bankruptcy Code Rent or any other applicable federal amount due hereunder) after its receipt the party in default either (i) in the event of a payment default, pays the full amount due, (ii) undertakes to correct such default and diligently pursues the cure of such default to completion or state law, (iii) commences an alternate dispute resolution proceeding or appointing a receiver, liquidator, assignee or trustee contests the existence of the Maker, default in a court of competent jurisdiction and complies with the final order of any court in which the case is tried or the final order of any substantial part if its property, court to which an appeal is taken within thirty (30) days after entry of final judgment. No delay or ordering omission of either party in exercising any right accruing upon any default of the winding up other party shall impair any such right or liquidation of its affairsbe construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any such decree or order unstayed of the terms and in effect for a period conditions of twenty (20) days; g. Maker’s institution of proceedings this Sublease by the other party shall not be construed to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing waiver of any such petition subsequent breach or to the appointment of a receiver, liquidator, assignee or trustee of the company, default or of any substantial part other term or condition of this Sublease. No remedy provided in this Sublease shall be exclusive, but each shall be cumulative with all other remedies provided in this Sublease, the Master Lease and at law or equity. (b) Should either of the parties at any time fail or omit to do any act or thing provided under this Sublease to be done by such party, then the other party may, in its propertysole discretion, itself do or its making cause to be done such act or thing after expiration of an assignment for the benefit applicable notice and/or grace period. Any monies paid in connection with the performance of creditors such act or thing shall, if paid by Sublandlord, constitute Additional Rent to be due and payable within fifteen (15) days of notice given by Sublandlord of the admission nature and amount thereof, and if paid by it Subtenant, shall constitute advance Rent and shall, upon notice given by Subtenant of the nature and amount thereof, be credited against the next monthly installment of Rent and subsequent installments until credited in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orfull.

Defaults. The Subtenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Subtenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Subtenant asking reorganization of Subtenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Subtenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Subtenant or any of the property of Subtenant; or D. Subtenant shall admit in writing of its inability to pay its debts generally as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the taking date of corporate action entry or granting thereof; or G. Subtenant shall abandon the Premises during the Term hereof; or H. Subtenant shall default in any payment of Rent required to be made by the Maker Subtenant hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in furtherance writing to Subtenant; or I. A violation of any such actionprovision of Section 12 of this Sublease shall occur; or J. Subtenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 20 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Subtenant; or K. Subtenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease, less five (5) days; or L. Subtenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Subtenant, and such default shall continue for thirty (30) days after notice thereof in writing to Subtenant (or, if the applicable default is not reasonably susceptible to cure in thirty (30) days, if Tenant does not commence the cure thereof within thirty (30) days after receipt of written notice thereof or fails to diligently and continuously proceed to cure the default within the time period reasonably required therefor).

Defaults. The Subtenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsSubtenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventapproving, or approving as properly filed filed, a petition seeking reorganization, arrangement, adjustment or composition answer filed against Subtenant asking reorganization of or in respect of the Maker Subtenant under the federal Bankruptcy Code bankruptcy laws as now or any other applicable federal or state lawhereafter amended, or appointing a receiverunder the laws of any State, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within thirty (30) days from the date of the entry or granting thereof; or (b) Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the federal laws now or insolventhereafter amended, or the consent by it to the institution Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Subtenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Subtenant or any of the property of Subtenant; or (d) Subtenant shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or (e) The Sublease Premises are levied on by any revenue officer or similar officer; or (f) A decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within thirty (30) days from the date of entry or granting thereof; or (g) Subtenant shall abandon the Sublease Premises during the Term hereof without the payment of Rent for a period of one (1) month; or (h) Subtenant shall default in any payment of Rent required to be made by Subtenant hereunder when due as herein provided and such default shall continue for three (3) days after notice thereof in writing to Subtenant; or (i) Subtenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 12 of this Sublease or shall default with respect to lien claims as set forth in Section 23 of this Sublease and either such default shall continue for five (5) business days after notice thereof in writing to Subtenant; or (j) Subtenant shall, by its act or omission to act, cause a default under the Master Sublease and such default shall not be cured within the time, if any, permitted for such cure under the Master Sublease; or (k) Subtenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Subtenant, and such default shall continue for thirty (30) days after notice thereof in writing to Subtenant, unless such failure of performance, by its nature, cannot be cured within thirty (30) days, in which event, such failure of performance shall be deemed cured if Subtenant commences to cure the same within such 30 day period and completes such cure as soon as reasonably practicable.

Defaults. The Tenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Subleased Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or G. [Intentionally Deleted] H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five (5) business days after notice thereof in writing to Tenant (however, Landlord shall not be required to give more than 3 notices of late payment during the Sublease Term, and after the third such notice, an Event of Default shall be deemed to have occurred upon any failure to pay Rent as and when required); or I. Tenant shall default in securing insurance or in providing evidence of insurance as required herein or shall default with respect to lien claims as set forth in herein, and either such default shall continue for a period which is the earlier of (i) thirty (30) days after notice thereof in writing to Tenant or (ii) any grace period applicable thereto as set forth in the Prime Lease; or J. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any, permitted for such cure under the Prime Lease; or K. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant, unless the default is of such a nature that it cannot be cured within thirty (30) days in which case Tenant shall commence cure within thirty (30) days and thereafter diligently pursue the same to completion.

Defaults. The following shall be events of default under this Note: a. Maker’s 's failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s 's failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws bylaws, and/or any applicable laws, or otherwise; d. Default in the Maker’s 's obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s 's institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or h. Should Holder, in its sole and absolute discretion, at any time deem itself insecure or determine that repayment is at risk or unlikely and provide not less than three (3) days written notice thereof to Maker.

Defaults. Section 13.01. The following shall be events are Acts of default Default under this NoteLease: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which Tenant shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation make an assignment of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment property for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition under any bankruptcy or insolvency law shall be filed against Tenant and such involuntary petition is not dismissed within 120 days after the admission filing thereof, (b) if a petition is filed by it or against Tenant under the reorganization provisions of the United States Bankruptcy Code (the "Bankruptcy Code") or under the provisions of any law of like import, unless such petition under said reorganization provisions be one filed against Tenant which is dismissed within 120 days after its filing, (c) if Tenant shall file a petition under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, (d) if a permanent receiver, trustee or liquidator shall be appointed for Tenant or of or for the property of Tenant, and such receiver, trustee or liquidator shall not have been discharged within 160 days from the date of his appointment, (e) if Tenant shall default in writing payment of any Fixed Rent or Additional Rent or any other charge payable hereunder by Tenant to Landlord on any date upon which the same becomes due, and such default shall continue for five (5) days after notice from Landlord to Tenant. (f) if Tenant shall default in the due keeping, observing or performance of any covenant, agreement, Term, provision or condition of Article 3 or Article 26 hereof on the part of Tenant to be kept, observed or performed and such default shall continue and shall not be remedied by Tenant within twenty (20) business days after Landlord shall have given to Tenant a notice specifying the same. (g) if Tenant shall default in the keeping, observing or performance of any covenant, agreement, Term, provision or condition of this Lease on the part of Tenant to be kept, observed or performed (other than a default of the character referred to in clauses (e) or (f) of this Section 13.01), and if such default shall continue and shall not be remedied by Tenant within thirty (30) days after Landlord shall have given to Tenant a notice specifying the same, or, in the case of such a default which for causes beyond Tenant's control cannot with due diligence be cured within said period of thirty (30) days, if Tenant (i) shall not, promptly upon the giving of such notice, notify Landlord of Tenant's intention to take all steps necessary to remedy such default with due diligence, and (ii) shall not duly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same. (h) if any event shall occur or any contingency shall arise (except as expressly permitted by this Lease) whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, by operation of law or otherwise, devolve upon or pass to any firm, association, corporation, person or entity other than Tenant (except as expressly permitted by this Lease). In the event that any of the Acts of Default in Sections 13.0l(a)-(h) occur, Tenant shall be in default of this Lease. Landlord may thereafter give to Tenant a notice of intention to end the Term at the expiration of 10 days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the Term and estate hereby granted shall expire and Terminate upon the expiration of said 10 days with the same effect as if that day were the date hereinbefore set for the expiration of the full Term of this Lease ("Default Termination"), but Tenant shall remain liable for damages as provided in this Lease or pursuant to law ("Default Termination"). If the Term "Tenant", as used in this Lease, refers to more than one person, then as used in clauses (a), (b), (c) and (d) of this Section 13.01, said Term shall be deemed to include all of such persons or any one of them; and, if this Lease shall have been assigned, the Term "Tenant", as used in said clauses, shall be deemed to include the assignee and the assignor or either of them under any such assignment unless Landlord shall, in connection with such assignment, release the assignor from any further liability under this Lease, in which event the Term "Tenant", as used in said clauses, shall not include the assignor so released. Section 13.02. If Tenant shall default in the payment of any Fixed Rent or Additional Rent or any other charge payable hereunder by Tenant to Landlord on any date upon which the same becomes due and after all applicable grace periods, or if this Lease shall Terminate as in Article 13 provided, Landlord or Landlord's agents and servants may immediately or at any time thereafter reenter into or upon the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Premises again as and of its inability first estate and interest therein. The words "reenter", "reentry" and "reentering" as used in this Lease are not restricted to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; ortheir technical legal meanings.

Defaults. The A. Any one (1) or more of the following events shall be events considered an event of default under this Notedefault, hereinafter referred to as "Event of Default": a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws1. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order is entered approving a reorganization of Tenant, under the Federal bankruptcy or insolvency laws, or under the laws of any State, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition, or extension, and any such adjudication, decree, judgment or order shall not have been vacated or stayed or set aside within ninety (90) days from the date of the entry or granting thereof; or 2. A involuntary decree or order appointing a receiver of the property of Tenant shall be entered by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairscompetent jurisdiction, and the continuance of any such decree or order unstayed and shall not have been vacated or set aside within ninety (90) days from the date of entry or granting thereof; or 3. Tenant shall file a petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolventbankruptcy, or the Tenant shall institute any proceedings or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any Federal bankruptcy or insolvency proceedings against itlaws, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws of any state, or any other applicable federal or state lawlaws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition, or its consent to the filing of extension; or 4. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or 5. The Premises are levied upon by it any federal, state or municipal revenue officer or similar officer, and such levy shall not have been vacated or stayed or set aside within ninety (90) days from the date of the entry or granting thereof; or 6. Tenant shall fail to pay any installment of Rental or other sums required to be paid by Tenant hereunder when due as herein provided, and such default shall continue for ten (10) business days after notice thereof in writing by Landlord to Tenant; or 7. A lien is filed or served on or against the Building and/or the Premises, which lien allegedly arose as a result of its inability actions or actions of the Tenant, and such lien is not released to pay its debts generally as they become duethe sole satisfaction of the Landlord, within ninety (90) days from the date of the said lien; or if the taking Tenant seeks to contest the lien, it does not, within the sole discretion and judgement of corporate action by the Maker in furtherance Landlord, fully comply with the provisions of any such actionSection 9 hereinabove; or

Defaults. The following (a) If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of the Underwriters or, except as provided in Section 4(viii) and Section 6 hereof, any non defaulting party. No action taken pursuant to this Section 9(a) shall relieve the Company from liability, if any, in respect of such default. (b) If any Underwriter shall fail at the First Closing Date to purchase and pay for the portion of the Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (i) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Securities to be purchased on the First Closing Date, the other Underwriters shall be events obligated, severally, in proportion to the respective numbers of Securities which they are obligated to purchase hereunder, to purchase the Securities which such defaulting Underwriter or Underwriters failed to purchase, or (ii) if the aggregate number of shares with respect to which such default under this Note: a. Maker’s failure shall occur exceeds 10% of the Securities to remit any payment under this Note be purchased on before the date dueFirst Closing Date, if such failure is not cured in full within five (5) days of the Company or the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of default; b. Maker’s failure to perform or breach of any the non-monetary obligation defaulting Underwriters or covenant of the Company except to the extent provided in Sections 4(viii) and 6 hereof; provided, however, upon any such termination as set forth in this Note Section 9(b), the Company shall not be required to pay the expenses of the Underwriters as described in Section 4(viii) above. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9(b), the First Closing Date may be postponed for such period, not exceeding seven days, as the Representative may determine in order that the required changes in the Registration Statement, the Time of Sale Disclosure Package or in the Prospectus or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to documents or arrangements may be effected. The term “Underwriter” includes any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue person substituted for a period of twenty (20) days; e. The commencement of defaulting Underwriter. Any action taken under this Section 9 shall not relieve any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or defaulting Underwriter from liability in respect of the Maker any default of such Underwriter under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orthis Agreement.

Defaults. The Tenant agrees that any one or more of the following events shall be considered events of default under this Noteas said term is used herein: a. Maker’s failure (a) Tenant shall fail to remit pay any payment under this Note on before the date due, if such failure is not cured in full Rent or other charges within five (5) days after the due date; or (b) Tenant shall fail to keep, observe or perform any of written notice of default; b. Maker’s failure the other covenants or agreements herein contained to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker be kept, observed and Holder if performed by Tenant, and such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty thirty (2030) days;days after notice thereof in writing to Tenant; or e. The commencement of any action (c) Tenant shall be adjudged an involuntary bankrupt, or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (d) Tenant shall file or admit the jurisdiction of the court and material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant to or purporting to be adjudicated a bankrupt pursuant to the federal bankruptcy laws as now or insolventhereafter amended, or the Tenant shall institute any proceeding or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief or debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (e) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (f) The Premises or Tenant's leasehold interest therein are levied upon under execution or attached by it legal process, or a lien is filed in writing respect of its inability the Premises or leasehold interest which is not released or discharged within ten (10) days after the date of filing, except as provided in Section 11 hereof; or (g) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (h) Tenant shall vacate or abandon the Premises during the Term or fail to take possession of the Premises within thirty (30) days after the Premises are available for occupancy (the transfer of a substantial part of the operations, business and personnel of the Tenant previously located at the Premises to another location without replacement of same with other operations permitted by the terms of this Lease, being deemed, without limiting the meaning of the term "vacates or abandons," to be a vacation or abandonment within the meaning of this subsection (h)), whether or not Tenant thereafter continues to pay its debts generally as they become dueRent under this Lease; or (i) Tenant shall repeatedly be late in the payment of rent or other charges required to be paid hereunder or shall repeatedly fail to keep, observe, or perform any other covenents or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); or (j) Tenant fails to comply with the taking provisions of corporate action by the Maker in furtherance Article X concerning assignment, subletting and other transfer; or (k) The existence of any such action; orevent of default defined or provided for else- where in this Lease.

Defaults. Section 13.01. The following shall be events are Acts of default Default under this Notelease : a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which Tenant shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation make an assignment of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment property for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition under any bankruptcy or insolvency law shall be filed against Tenant and such involuntary petition is not dismissed within 60 days after the admission filing thereof, (b) if a petition is filed by it or against Tenant under the reorganization provisions of the United States Bankruptcy Code (the "Bankruptcy Code") or under the provisions of any law of like import, unless such petition under said reorganization provisions be one filed against Tenant which is dismissed within 120 days after its filing, (c) if Tenant shall file a petition under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, (d) if a permanent receiver, trustee or liquidator shall be appointed for Tenant or of or for the property of Tenant, and such receiver, trustee or liquidator shall not have been discharged within 160 days from the date of his appointment, (e) if Tenant shall default in writing payment of any Fixed Rent or Additional Rent or any other charge payable hereunder by Tenant to Landlord on any date upon which the same becomes due, and such default shall continue for ten (10) days after the notice of such default. (f) if Tenant shall default in the due keeping, observing or performance of any covenant, agreement, term, provision or condition of Article 3 or Article 26 hereof on the part of Tenant to be kept, observed or performed and such default shall continue and shall not be remedied by Tenant within ten (10) business days after Landlord shall have given to Tenant a notice specifying the same. (g) if Tenant shall default in the keeping, observing or performance of any covenant, agreement, term, provision or condition of this lease on the part of Tenant to be kept, observed or performed (other than a default of the character referred to in clauses (e) or (f) of this Section 1301), and if such default shall continue and shall not be remedied by Tenant within twenty (20) days after Landlord shall have given to Tenant a notice specifying the same, or, in the case of such a default which for causes beyond Tenant's control cannot with due diligence be cured within said period of 20 days, if Tenant (i) shall not, promptly upon the giving of such notice, notify Landlord of Tenant's intention to take all steps necessary to remedy such default with due diligence, and (ii) shall not duly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same. (h) if any event shall occur or any contingency shall arise (except as expressly permitted by this lease) whereby this lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any firm, association, corporation, person or entity other than Tenant (except as expressly permitted by this lease). In the event that any of The Acts of Default in Sections 13.01(a)-(h) occur, Tenant shall be in default of this lease. Landlord may give to Tenant a notice of intention to end the term of this lease at the expiration of 10 days from the date of the giving of such notice, and, in the event such notice is given, this lease and the term and estate hereby granted shall expire and terminate upon the expiration of said 10 days with the same effect as if that day were the date hereinbefore set for the expiration of the full term of this lease, but Tenant shall remain liable for damages as provided in this lease or pursuant to law ("Default Termination"). If the term "Tenant", as used in this lease, refers to more than one person, then as used in clauses (a), (b), (c) and (d) of this Section 13.01, said term shall be deemed to include all of such persons or any one of them; and, if this lease shall have been assigned, the term "Tenant", as used in said clauses, shall be deemed to include the assignee and the assignor or either of them under any such assignment unless Landlord shall, in connection with such assignment, release the assignor from any further liability under this lease, in which event the term "Tenant", as used in said clauses, shall not include the assignor so released. Section 13.02. If Tenant shall default in the payment of any Fixed Rent or Additional Rent or any other charge payable hereunder by Tenant to Landlord on any date upon which the same becomes due and after all applicable grace periods, or if this lease shall terminate as in Article 13 provided, Landlord or Landlord's agents and servants may immediately or at any time thereafter reenter into or upon the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Premises again as and of its inability first estate and interest therein. The words "reenter", "reentry" and "reentering" as used in this lease are not restricted to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; ortheir technical legal meanings.

Defaults. (a) The occurrence of any of the following shall be events constitute an "Event of default under this NoteDefault": a. Maker’s failure (i) the Payor shall fail to remit any payment under this Note on before the date due, if such failure is not cured in full pay when due within five (5) days of written notice of defaultthe Installment Date or Quarterly Payment Date, as applicable, any amounts required to be paid hereunder; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10ii) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action case or proceeding which affects shall have been commenced against the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving Payor in a bankrupt or decedent; f. The entry of court having competent jurisdiction seeking a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker Payor (A) under the federal Bankruptcy Code any applicable bankruptcy or any other applicable federal or state similar law, or which is not dismissed within 60 days with respect to an involuntary case, (B) appointing a custodian, receiver, liquidator, assignee assignee, trustee or trustee sequestrator (or similar official) of the MakerPayor or of any of its properties, or any substantial part if its property, or (C) ordering the winding winding-up or liquidation of its affairs, and the continuance affairs of any such decree or order unstayed and in effect for a period of twenty (20) daysthe Payor; g. Maker’s institution of proceedings to be adjudicated (iii) the Payor shall (A) file a bankrupt petition seeking relief under any applicable bankruptcy or insolventother similar law, or the (B) consent by it to the institution of bankruptcy proceedings thereunder or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee assignee, trustee or trustee sequestrator (or similar official) of the company, Payor or of any substantial part of its propertyproperties, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability (C) fail generally to pay its debts generally as they such debts become due, or the taking of (D) take any corporate or other action by the Maker in furtherance of any such action; or (iv) the Payer shall default on its obligations under the Security Agreement, or the Stock Purchase Agreement among Payor, Payee and International Telecommunications Group, Ltd. dated as of September 9, 1996, or any guaranty thereof. (b) The Payor shall notify the Payee of the occurrence of any Event of Default promptly after the Payor obtains knowledge thereof. (c) Upon the occurrence of any Event of Default, all amounts payable hereunder, including all accrued interest, shall automatically and immediately become due and payable.

Defaults. The Any one or more of the following events shall be events an “Events of default under this NoteDefault” by Tenant: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Subtenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Subtenant asking reorganization of Subtenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed and in effect shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Subtenant shall institute any proceedings for a period relief of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of Subtenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Subtenant or any of the property of Subtenant; or shall admit in writing of its inability to pay its debts generally as they become due, ; or the taking Premises are levied on by any revenue officer or similar officer; or a decree or order appointing a receiver of corporate action the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry of granting thereof; or C. Subtenant shall make any payment of Monthly Rent or other sum required to be made by Subtenant hereunder within ten (10) days of when due; or D. Subtenant shall default in securing insurance or providing evidence of insurance required under this Sublease and either such default shall continue for ten (10) days after notice thereof in writing to Subtenant; or E. Subtenant shall, by its act or omission, cause a default under the Prime Lease and such default is not cured within the time, if any, permitted for such cure by the Maker in furtherance of any such actionPrime Lease; or F. Subtenant shall default in any of the other covenants and agreements herein, and such default shall continue for thirty (30) days after notice thereof in writing to Subtenant.

Defaults. The following If Lessee shall be events default in the payment of default any rent herein reserved or in the performance of any of its obligations under this Note: a. Maker’s failure lease, and if the Lessor shall give the Lessee notice in writing of such default and Lessee shall fail to remit any payment under this Note on before cure the default within thirty (30) days after the date due, of receipt of such notice or if the default should be of such failure is not cured in full within five character as to require more than thirty (530) days of written notice of to cure and Lessee shall fail to use reasonable diligence in curing such default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or , then and in any other written agreement between Maker and Holder if such failure is not cured in full within ten event the Lessor may at Lessor's option, terminate this lease. In the event (10a) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in Lessee shall cease its operations on the Maker’s obligation for borrowed money, other than this Note, which shall continue leased premises for a period of twenty six (206) days; e. months, or (b) Lessee should abandon the leased premises, then Lessor may, at its election terminate this lease by written notice thereof to Lessee; provided, however, should Lessee's cessation of operations be due to acts of God, strikes, war, force majeure, or other causes beyond the reasonable control of Lessee, then (unless such termination is authorized by other provisions of this 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 therefor, and Lessor may hold the leased premises free from any further liability as may 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 rent therefor, 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 commencement filing of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against itinsolvency, or its filing of a petition or answer or consent seeking for reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state lawAct, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of the creditors by Lessee unless the foregoing events be vacated, cancelled or nullified within a period of sixty (60) days, shall constitute a default by Lessee under the admission by it in writing terms of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orthis lease.

Defaults. The Tenant agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as that term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws29.1. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in approving, as properly filed, petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or 29.2. Tenant shall file or admit the jurisdiction of the Court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the Tenant shall institute any proceeding or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or 29.3. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or 29.4. The Leased Premises are levied upon by it any revenue officer or similar officer; or 29.5. A decree or order appointment a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or 29.6. Tenant shall abandon the Leased Premises or vacate the same during the term hereof; or 29.7. Tenant shall default in any payment of Rent or in any other payment required to be made by Tenant hereunder when due as herein provided (all of which other payments shall be deemed “additional rent” payable hereunder), and such default continues for five (5) days after notice thereof in writing to Tenant; or 29.8. Tenant shall fail to contest the validity of its inability any lien or claimed lien and give security to pay its debts generally as they become dueLandlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the taking same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or 29.9. Tenant shall default in keeping, observing or performing any of corporate action the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant or shall exist at the Maker expiration of the Lease term; or 29.10. Tenant shall default in furtherance keeping, observing or performing any covenant or agreement herein contained to be kept, observed and performed by Tenant, which default may result in an imminent risk of damage to property (including without limitation the Leased Premises or the improvements thereon) or injury to or death of persons, and such default shall not be cured immediately upon notice thereof to Tenant (which notice may be oral); or 29.11. Tenant shall default (with time to cure expired) under the Supply Agreement; or 29.12. Tenant shall repeatedly be late in the payment of Rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such action; orpayment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given).

Defaults. The Each of the following events shall be events deemed an "Event of default Default" by Tenant under this NoteLease: a. Maker’s (a) Tenant's failure to remit pay the Base Rent or any payment under this Note on before the date due, other sum due hereunder if such failure is not cured in full within nonpayment continues for five (5) or more days of written notice of default; b. Maker’s failure to perform after the same is due and payable, or breach Tenant's default in the prompt and full performance of any non-monetary obligation or covenant set forth in other provision of this Note or in any other written agreement between Maker Lease and Holder if such failure is Tenant does not cured in full cure the default within ten thirty (1030) days following delivery of after written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in demand by Landlord that the Maker’s obligation for borrowed money, other than this Notedefault be cured (unless the default involves a hazardous condition, which shall continue for a period of twenty (20) daysbe cured forthwith upon Landlord's demand); e. The commencement (b) Tenant shall fail more than two (2) times in any twelve (12) month period to make a payment when due of any action Rent, and Landlord shall have given Tenant notice of default after the second occurrence; or (c) Tenant's desertion or proceeding which affects the Collateral abandonment or title thereto or the interest of Holder therein, including, but not limited failure to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect take possession of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, Premises (or any substantial part if its propertyportion thereof); or (d) Tenant's failure to discharge a lien arising out of a claim against Tenant placed against the Premises or the Building within thirty (30) days after such lien or encumbrance shall have been filed. (e) If Tenant shall not, or ordering the winding up shall be unable to, or liquidation of its affairsshall admit in writing Tenant's inability to, and the continuance of as to any such decree obligation, pay Tenant's debts as they become due; or order unstayed and in effect for a period of twenty if Tenant shall commence or institute any case, proceeding or other action (20i) days; g. Maker’s institution of proceedings seeking relief on Tenant's behalf as debtor, or to be adjudicated adjudicate it a bankrupt or insolvent, or the consent by it seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the institution Tenant or Tenant's debts under any existing or future law of bankruptcy any jurisdiction, domestic or insolvency proceedings against itforeign, or its filing of a petition or answer or consent seeking relating to bankruptcy, insolvency, reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state lawof debtors, or its consent to the filing of any such petition or to the (ii) seeking appointment of a receiver, liquidatortrustee, assignee custodian or trustee of the company, other similar official for it or of for all or any substantial part of its property, ; or its making of an if Tenant shall make a general assignment for the benefit of creditors creditors; or if any case, proceeding or other action shall be commenced or instituted against Tenant (1) seeking to have an order for relief entered against Tenant as debtor or to adjudicate Tenant a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to Tenant or Tenant's debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (2) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of Tenant's property, which either (i) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the admission by it in writing of its inability to pay its debts generally as they become due, issuance or the taking of corporate action by the Maker in furtherance entry of any such actionother order having a similar effect or (ii) remains undismissed for a period of sixty (60) days; oror if a trustee, receiver or other custodian shall be appointed for any substantial part of the assets of Tenant which appointment is not vacated or effectively stayed within sixty (60) days.

Defaults. The Each of the following shall constitute a Default, whatever the reason for such event and whether it shall be events voluntary or involuntary or be effected by operation of default law or pursuant to any judgment or order of any court or any order, rule, or regulation of any governmental or non-governmental body: (a) Any representation or warranty made under this Note:Agreement shall prove incorrect or misleading in any material respect when made or deemed to have been made; a. Maker’s failure to remit (b) The Borrower shall default in the payment of any principal, interest or other monetary amounts payable hereunder or under the Notes, or any of them, or under the other Loan Documents (other than payments due on the Revolving Loan Maturity Date or the Term Loan Maturity Date, as the case may be) which payment under this Note on before the date due, if such failure default is not cured within thirty (30) calendar days of Borrower's receipt of notice from the Administrative Agent; (c) The Borrower shall default in full the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 6.1, and such Event of Default shall not be cured to the Majority Banks' satisfaction within five a period of ninety (590) days of written from the date the Borrower receives notice of defaultfrom the Administrative Agent with respect thereto; b. Maker’s failure to perform (d) There shall occur any Event of Default in the performance or observance of any agreement or covenant or breach of any non-monetary obligation representation or covenant set forth in this Note or warranty contained in any other written agreement between Maker and Holder if such failure is not cured in full within ten of the Loan Documents (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this NoteAgreement or as otherwise provided in this Section 6.1 of this Agreement) or any Subsidiary Guaranty, which shall continue not be cured to the Majority Banks' satisfaction within the applicable cure period, if any, provided for a in such Loan Document or ninety (90) days from the date the Borrower receives notice from the Administrative Agent with respect thereto if no cure period of twenty (20) daysis provided in such Loan Document; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of (e) There shall be entered a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or for relief in respect of the Maker Borrower or any of its Restricted Subsidiaries under Title 11 of the federal Bankruptcy Code United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee assignee, trustee, custodian, sequestrator, or trustee similar official of the MakerBorrower or any of its Restricted Subsidiaries, or of any substantial part if its propertyof their respective properties, or ordering the winding winding-up or liquidation of the affairs of the Borrower or any of its affairsRestricted Subsidiaries, or an involuntary petition shall be filed against the Borrower or any of its Restricted Subsidiaries, and the continuance of a temporary stay entered, and (i) such petition and stay shall not be diligently contested, or (ii) any such decree or order unstayed petition and in effect stay shall continue undismissed for a period of twenty thirty (2030) consecutive days; g. Maker’s institution (f) The Borrower or any of proceedings to be adjudicated its Restricted Subsidiaries shall file a bankrupt or insolventpetition, or the consent by it to the institution of bankruptcy or insolvency proceedings against itanswer, or its filing of a petition or answer or consent seeking reorganization or relief under Title 11 of the federal Bankruptcy Code United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or the Borrower or any of its Restricted Subsidiaries shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee assignee, trustee, custodian, sequestrator, or trustee other similar official of the companyBorrower or any of its Restricted Subsidiaries, or of any substantial part of its propertytheir respective properties, or its making of an assignment for the benefit of creditors Borrower or the admission by it in writing any of its inability Restricted Subsidiaries shall fail generally to pay its their respective debts generally as they become due, or the taking Borrower or any of its Restricted Subsidiaries shall take any corporate or partnership action to authorize any such action; (g) A final judgment shall be entered by any court against the Maker Borrower or any of its Restricted Subsidiaries for the payment of money which exceeds $500,000.00, which judgment is not covered by insurance or a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower or any of its Restricted Subsidiaries which, together with all other such property of the Borrower or any of its Restricted Subsidiaries subject to other such process, exceeds in furtherance value $500,000.00 in the aggregate, and if, within thirty (30) days after the entry, issue, or levy thereof, such judgment, warrant, or process shall not have been paid or discharged or bonded or stayed pending appeal, or if, after the expiration of any such actionstay, such judgment, warrant, or process shall not have been paid or discharged; (1) There shall be at any time any "accumulated funding deficiency," as defined in ERISA or in Section 412 of the Code, with respect to any Plan; or (2) a trustee shall be appointed by a United States District Court to administer any Plan; or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan; or (3) any of the Borrower and its ERISA Affiliates shall incur any liability to the Pension Benefit Guaranty Corporation in connection with the termination of any Plan; or (4) any Plan or trust created under any Plan of any of the Borrower and its ERISA Affiliates shall engage in a non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject the Borrower or any ERISA Affiliate to the tax or penalty on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code; and by reason of any or all of the events described in clauses (1) through (4), as applicable, the Borrower shall have waived (and/or is likely to incur) and/or incurred liability in excess of $1,000,000.00 in the aggregate; (i) All or any portion of any Loan Document shall at any time and for any reason be declared by a court of competent jurisdiction in a suit with respect to such Loan Document to be null and void, or a proceeding shall be commenced by any governmental authority involving a legitimate dispute or by the Borrower or any of its Restricted Subsidiaries, having jurisdiction over the Borrower or any of its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Borrower or any of its Restricted Subsidiaries shall deny that it has any liability or obligation for the payment of principal or interest purported to be created under any Loan Document; (j) There shall occur any Change of Control; (k) Except for conveyances of all or any part of the Loan Inventory between the Borrower and the Guarantors there occurs any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Loan Inventory or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except (i) in accordance with the terms of this Agreement, (ii) for execution of contracts with prospective purchasers, (iii) for Permitted Encumbrances, and (iv) in the ordinary course of business; (l) Except in the normal course of Borrower's development of inventory into Developed Lots and construction of Dwellings thereon, without the prior written consent of Administrative Agent, Borrower grants any easement or dedication, files any plat, condominium declaration, or restriction or otherwise encumbers all or any portion of the Loan Inventory, or seeks or permits any zoning reclassification or variance, unless such action is expressly permitted by the Loan Documents or does not affect any Inventory which is part of the Loan Inventory; or Notwithstanding anything contained herein to the contrary, the occurrence of any of the foregoing shall not be a Default or an Event of Default hereunder if: (i) the occurrence pertains only to specific parcel(s) within the Loan Inventory; and (ii) the affected parcel(s) is (are) removed from the Loan Inventory on or before ten (10) days in the case of a monetary occurrence and thirty (30) days in the case of a non-monetary occurrence after the occurrence or, if the Borrower is entitled to notice and cure, within the applicable notice and cure period. In the event that any such parcel is a Lot Under Development, Developed -39- Lot or Dwelling Lot, then the Loan Funding Availability shall be immediately calculated excluding such parcel. If, as the result of such removal, the outstanding principal balance under the Loans together with any unreimbursed draws under Letters of Credit would exceed the Loan Funding Availability, the Borrower shall pay (X) to the Administrative Agent on the Reconciliation Date immediately following the removal of such Inventory from the Loan Inventory, a principal payment on the Loans in an amount sufficient to eliminate such excess of the aggregate outstanding principal balance of the Loans and unreimbursed draws under Letters of Credit over the Loan Funding Availability, together with any due and unpaid interest on such excess or (Y) add additional Inventory to the Loan Inventory (which is acceptable to the Administrative Agent) in an amount sufficient to cause the Loan Funding Availability to equal or exceed the Loans and unreimbursed draws under Letters of Credit.

Defaults. The Tenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Tenant or any of the property of Tenant; or ▇. ▇▇▇▇▇▇ shall admit in writing of its inability to pay its debts generally as they become due; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the taking date of corporate action entry or granting thereof; or G. Tenant shall abandon the Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by the Maker Tenant hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in furtherance writing to Tenant; or I. A violation of any such actionprovision of Section 12 of this Sublease shall occur; or J. Tenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 20 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Tenant; or K. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease, less five (5) days; or L. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant.

Defaults. The following (A) All rent (minimum and additional) and other charges and amounts due and payable under this Lease from Tenant to Landlord shall be events of payable and paid without demand and without any deduction, defense, counterclaim or set-off whatsoever. If Landlord shall default under this Note: a. Maker’s failure Lease, Tenant's sole remedies shall be injunctive relief and/or damages, and Tenant shall not have the right to remit terminate this Lease or withhold any payment rent, charge or amount hereunder as a result thereof. A default by the Tenant under this Note Lease shall be deemed a default under all other Leases Tenant or its affiliates may now have or subsequently enter into with Landlord or JEEBO Management, LLC. (1) If Tenant shall default in the payment of any rent or other payments required of Tenant and such default shall continue for five (5) days, or (2) if Tenant shall default in the performance or observance of any other agreement or condition on before the date due, its part to be performed or observed and if such failure is not cured in full Tenant shall fail to cure said default within five (5) days after receipt of notice of said default from Landlord, or (3) if any person shall levy upon, or take, this Leasehold interest or any part thereof upon execution, attachment or other process of law, or (4) if Tenant shall make an assignment of its property for the benefit of creditors, or (5) if Tenant shall be declared bankrupt or insolvent according to law, or (6) if any bankruptcy, insolvency, reorganization or arrangement proceedings shall be commenced by Tenant, or (7) if any bankruptcy, insolvency, reorganization or arrangement proceedings shall be commenced against Tenant, or if a receiver, trustee or assignee shall be appointed for the whole or any part of Tenant's property, and shall not be dismissed within thirty (30) days thereafter, or (8) if Tenant shall vacate or abandon the Demised Premises, then, in any of said events, Landlord lawfully and immediately or at any time thereafter, and without any further notice or demand, enter into and upon the Demised Premises or any part thereof in the name of the whole, by force or otherwise, and hold the Demised Premises as if this Lease had not been made, and expel Tenant and those claiming under it and remove its or their property (forcibly, if necessary) without being taken or deemed to be guilty of any manner of any trespass (or Landlord may send written notice to Tenant of default;the termination of the term of this Lease), and upon entry as aforesaid (or in the event that Landlord shall send to Tenant notice of termination as above provided, on the fifth (5th) day next following the date of the sending of such notice), the term of this Lease shall terminate. A default by Tenant under this Lease shall be deemed a default under all other Leases Tenant may have with Landlord. b. Maker’s failure to perform or breach (C) In case of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker such termination, Tenant will indemnify Landlord each month against all loss of rent and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, all obligations which shall continue for a period of twenty (20) days; e. The commencement Landlord may incur by reason of any action such termination between the time of termination and the expiration of the term of this Lease as originally provided in Article 2; or proceeding 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 all obligations which affects Landlord may incur by reason of such termination during the Collateral period between the time of the termination and the exercise of the election and upon the exercise of the election Tenant will pay to Landlord as damages such amount as at the time of the exercise of the election represents the amount by which the rental value of the Demised Premises for the period from the exercise of the election until the expiration of the term as originally provided in Article 2 shall be 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 title thereto or the interest of Holder thereinat any time thereafter, includingLandlord shall use commercially reasonable efforts to mitigate damages resulting from a Tenant default, including but not limited to eminent domainmarketing the Demised Premises and/or renting the Demised Premises upon any terms and conditions as Landlord may in its sole discretion determine, insolvency, code enforcement or arrangements or proceedings involving and for a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in term which may expire after the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect expiration of the Maker under the federal Bankruptcy Code or term of this Lease, without releasing Tenant from any other applicable federal or state lawliability whatsoever, or appointing a receiver, liquidator, assignee or trustee that Tenant shall be liable for any expenses incurred by Landlord in connection with obtaining possession of the MakerDemised Premises, or any substantial part if its propertywith removing from the Demised Premises property of Tenant and persons claiming under it (including, or ordering without limitation, warehouse charges), with putting the winding up or liquidation of its affairsDemised Premises into good condition for reletting, and with any reletting, including, without limitation, expenses for protecting, redecorating, repairing, subdividing and altering the continuance of Demised Premises and for reasonable attorneys' fees and brokers' fees, and that any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to monies collected from any reletting shall be adjudicated a bankrupt or insolvent, or the consent by it applied first to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent foregoing expenses and then to the filing payment of any such petition rent and all other payments then due or which may thereafter become due from Tenant to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orLandlord.

Defaults. The Sublessee further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Sublessee shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Sublessee asking reorganization of Sublessee under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof, or B. Sublessee shall file, or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Sublessee shall institute any proceedings for relief of Sublessee under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of any such petition debtors, readjustment of indebtedness, reorganization, arrangements, composition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an extension; or C. Sublessee shall make assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Sublessee or any of the property of Sublessee; or D. Sublessee shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Sublessee shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or G. Sublessee shall abandon the Premises during the Term hereof; or H. Sublessee shall default in any payment of Rent required to be made by Sublessee hereunder when due as herein provided and such default shall continue for seven (7) days after notice thereof in writing to Sublessee; or I. Sublessee shall by, its act or omission to act, cause a default under the Lease and such default shall not be cured within the time, if any permitted for such cure under the Lease; or J. Sublessee shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Sublessee, and such default shall continue for thirty (30) days after notice hereof in writing to Sublessee.

Defaults. The Debt shall become due at the option of Mortgagee upon the occurrence of any one of the following shall be events of default under this Noteevents: a. Maker’s failure to remit (a) if any payment under this Note on before portion of the date due, if such failure Debt is not cured in full paid within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) daysdays after the same is due; e. The commencement (b) instalment of any action assessment against the Mortgaged Property for local improvements heretofore or proceeding hereafter laid, which affects assessment is or may become payable in annual or periodic instalments and is or may become a lien on the Collateral or title thereto or Mortgaged Property, notwithstanding the interest fact that such instalment may not be due and payable at the time of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedentsuch notice and demand; f. The entry of a decree or order by a court having jurisdiction in (c) if any Federal tax lien is filed against Mortgagor and/or the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, Mortgaged Property and the continuance same is not discharged of any such decree or order unstayed and in effect for a period of twenty record within thirty (2030) days; g. Maker’s institution (d) if without the consent of proceedings Mortgagee any part of the Mortgaged Property or any interest therein is in any manner further encumbered, sold, transferred or conveyed, or if any Improvement or the Equipment (except for normal replacement of the Equipment) is removed, demolished or materially altered, or if the Mortgaged Property is not kept in good condition and repair; (e) if the Policies are not kept in full force and effect, or if the Policies are not assigned and delivered to Mortgagee upon request; (g) if any representation or warranty of Mortgagor, or of any person (hereinafter referred to as a Guarantor) guaranteeing payment of the Debt or any portion thereof or performance by Mortgagor of any of the terms of this Mortgage made herein or in any such guaranty, or in any certificate, report, financial statement or other instrument furnished in connection with the making of the Note, this Mortgage, or any such guaranty, shall prove false or misleading in any material respect; (h) if Mortgagor or any Guarantor shall make an assignment for the benefit of creditors; (i) if a receiver, liquidator or trustee of Mortgagor or any Guarantor shall be appointed or if Mortgagor or any Guarantor shall be adjudicated a bankrupt or insolvent, or the consent by it if any petition for bankruptcy, reorganization or arrangement pursuant to the institution of bankruptcy or insolvency proceedings against itFederal Bankruptcy Act, or its filing any similar Federal or state statute, shall be filed by or against Mortgagor or any Guarantor or if any proceeding for the dissolution or liquidation of Mortgagor or any Guarantor shall be instituted and, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Mortgagor or such Guarantor upon the same not being discharged, stayed or dismissed within sixty (60) days; 27 21 (j) if Mortgagor shall be in default under the Note or under any other mortgage, instrument or document evidencing, securing or guaranteeing payment of the Debt, in whole or in part, or otherwise executed and delivered in connection with the Note, this Mortgage or the loan evidenced and secured thereby, or otherwise secured by the Mortgaged Property; (k) if Mortgagor shall continue to be in default under any of the other terms, covenants or conditions of this Mortgage for five (5) days after notice from Mortgagee, in the case of any default which can be cured by the payment of a petition sum of money, or answer or consent seeking reorganization or relief under for ten (10) days after notice from Mortgagee, in the federal Bankruptcy Code or case of any other applicable federal or state lawdefault, provided that if such default cannot reasonably be cured within such ten (10) day period and Mortgagor shall have commenced to cure such default within such ten (10) day period and thereafter diligently and expeditiously proceeds to cure the same, such ten (10) day period shall be extended for so long as it shall require Mortgagor in the exercise of due diligence to cure such default; (m) if the Mortgaged Property shall become subject (i) to any tax lien, other than a lien for local real estate taxes and assessments not due and payable, or its consent (ii) to the filing of any mechanic's, materialman's or other lien and such petition lien shall remain undischarged or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment unbonded for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orthirty (30) days.

Defaults. The following shall be events of default under this Note: a. a) Maker’s 's failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. b) Maker’s 's failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. c) If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws bylaws, and/or any applicable laws, or otherwise; d. d) Default in the Maker’s 's obligation for borrowed money, other than this Noteloan, which shall continue for a period of twenty (20) days; e. e) The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. f) The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days;; or g. g) Maker’s 's institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or.

Defaults. The Tenant agrees that any one or more of the following events shall be considered events of default under this Note:(an “Event of Default”): a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within ninety (90) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the Tenant shall institute any proceeding or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by it any revenue officer or similar officer and such levy is not released within thirty (30) days; or (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within ninety (90) days from the date of entry or granting thereof; or (f) Tenant shall abandon the Leased Premises without complying with its payment of Rent and repair obligations hereunder; or (g) Tenant shall default in any payment of Rent or in any other payment required to be made by Tenant hereunder or shall fait to maintain any insurance required of Tenant pursuant to Article VI hereunder and any such default shall continue for five (5) business days after notice thereof in writing of its inability to pay its debts generally as they become dueTenant; or (h) Tenant shall default in any payment required to be made by Tenant pursuant to the Machinery and Equipment Agreement, or the taking of corporate action by the Maker in furtherance of and any such actiondefault shall continue for five (5) business days after notice thereof in writing to Tenant; or (i) Subject to the terms of Section 22.2 below, Tenant shall default in keeping, observing or performing any of the other material covenants or material agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant.

Defaults. The Tenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or G. Tenant shall abandon the Premises during the Term hereof and fail to pay Rent; or H. Tenant shall fail to make any payment of Rent required to be made by Tenant hereunder when due as herein provided and such failure shall continue for five (5) days after notice thereof in writing to Tenant; provided, however, that Tenant shall be entitled to only one (1) such notice during each twelve (12) month period of the Term; or I. Tenant shall fail to secure insurance or to provide evidence of insurance as set forth in Section 10 of this Sublease or shall default with respect to lien claims as set forth in Section 19 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Tenant; or J. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or K. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant.

Defaults. The occurrence of any of the following events shall be events constitute an “Event of default under this NoteDefault”: a. Maker’s failure (a) The Borrower shall fail to remit pay any interest with respect to the Revolving Notes or the Term Notes or any Commitment Fee or Term Out Fee in accordance with the terms hereof within 10 days after such payment under this Note 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 before the date when due, if such failure is not cured in full within five . (5c) days of written notice of default; b. Maker’s failure to perform Any representation or breach of any non-monetary obligation warranty made by the Borrower herein or covenant set forth in this Note hereunder or in any certificate or other written agreement between Maker document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and Holder if such failure is not cured remedies hereunder. (d) Except as specified in full within ten (10a) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolvedand (b) above, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsthe Borrower shall default in the performance of, or otherwise; d. Default in breach, any covenant of the Maker’s obligation for borrowed moneyBorrower with respect to this Agreement, other than this Note, which and such default or breach shall continue for a period of twenty thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (20e) days; e. The commencement An event of default as defined in any action mortgage, indenture, agreement or proceeding instrument under which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventthere is issued, or approving as properly filed a petition seeking reorganizationby which there is secured or evidenced, arrangement, adjustment or composition of or any Indebtedness (other than in respect of Hedge Agreements) of the Maker Borrower in a principal amount not less than $100,000,000 shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable, or an event of default or a termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower thereunder of not less than $100,000,000 in aggregate for all such Hedge Agreements; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of either the Borrower or the Agent and Lenders. (f) Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief against the Borrower or the Broker Subsidiary, or against all or a substantial part of the property of either of them, under Title 11 of the federal Bankruptcy United States Code or any other applicable federal federal, state or state foreign bankruptcy, insolvency, reorganization or similar law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20ii) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee assignee, custodian, trustee, sequestrator or trustee similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the companyproperty of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its propertyrespective properties, or its making of an shall make any general assignment for the benefit of creditors creditors, or the admission by it in writing of its inability shall fail generally to pay its respective debts generally as they become due, due or the taking of shall take any corporate action by the Maker in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $100,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such action; ordischarge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) 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 better) by Standard & Poor’s Ratings Service, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or (b) Baa3 (or better) by ▇▇▇▇▇’▇ Investors Service, Inc.

Defaults. The Any one or more of the following events shall be events considered a -------- "Subtenant Event of Default" hereunder: --------------------------- A. If Subtenant shall default under this Note: a. Maker’s failure to remit in any payment under this Note on before the date due, if of Rent required to be made by Subtenant hereunder when due as herein provided and such failure is not cured in full within default shall continue for five (5) days after the date that such payment became due and payable; or B. If Subtenant breaches Section 6 of written notice of default;this Sublease; or --------- b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. C. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsSubtenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventapproving, or approving as properly filed filed, a petition seeking reorganization, arrangement, adjustment or composition answer filed against Subtenant asking reorganization of or in respect of the Maker Subtenant under the federal Bankruptcy Code bankruptcy laws as now or any other applicable federal or state lawhereafter amended, or appointing a receiverunder the laws of any state, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or D. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or E. If Subtenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Subtenant or any of the property of Subtenant; or F. If Subtenant shall admit in writing of its inability to pay its debts generally as they become due; or G. If the Subleased Premises are levied on by any revenue officer or similar officer; or H. If a decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or I. If Subtenant shall abandon the Subleased Premises during the Term hereof; or J. If Subtenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 9 of this Sublease or shall --------- default with respect to lien claims as set forth in Section 20 of ---------- [OSD and PBI Share Space] this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Subtenant; or K. If Subtenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any, permitted for such cure under the Prime Lease; or L. If Subtenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Subtenant, and such default shall continue for thirty (30) days after notice thereof in writing to Subtenant, or if such default is of a nature that it cannot be completely remedied within such thirty (30)-day period, if Subtenant does not promptly institute and thereafter diligently prosecute to completion all steps necessary to remedy the taking default after receipt of corporate action by the Maker in furtherance of any such action; ornotice thereof.

Defaults. The following shall be are events of default under this Note:Note (each, an “Event of Default”): a. Maker’s failure (a) Borrower shall fail to remit pay any payment under this Note on before principal, interest, fees, charges, or any other amount when due and payable hereunder; or (b) Borrower shall fail to deliver any Conversion Shares in accordance with the date terms hereof; or (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (d) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if such failure is not cured any; or (e) Borrower shall make a general assignment for the benefit of creditors; or (f) Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (g) an involuntary proceeding shall be commenced or filed against Borrower; or (h) Borrower shall default or otherwise fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in full within five any other Transaction Document (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant as defined in the Purchase Agreement), other than those specifically set forth in this Note Section 4.1 and Section 4 of the Purchase Agreement; or (i) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any other Transaction 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 (j) the occurrence of a Fundamental Transaction without Lender’s prior written agreement between Maker and Holder if such failure is not cured in full within ten consent; or (10k) days following delivery Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (l) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice thereof from Holder to Maker; c. If Maker is dissolvedLender; or (m) any money judgment, whether pursuant to writ or similar process shall be entered or filed against Borrower or any applicable articles subsidiary of incorporation Borrower or bylaws and/or any applicable lawsof its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue unstayed for a period of twenty (20) days; e. The commencement of any action calendar days unless otherwise consented to by Lender; or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited (n) Borrower shall fail to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Maker under the federal Bankruptcy Code Purchase Price Date; or (o) Borrower shall fail to be DWAC Eligible; or (p) Borrower shall fail to observe or perform any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee covenant set forth in Section 4 of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orPurchase Agreement.

Defaults. (a) Upon the occurrence of any of the following events (each, a "Servicer Event of Default"), the Participants may exercise their rights set forth in Section 10(b): (i) The following Servicer shall be events of default fail to remit to any Participant any amount that it is required to remit under this Note: a. Maker’s failure to remit any payment under this Note on before the date dueAgreement, if and such failure is not cured in full within continues and remains uncured for five (5) days Business Days after receipt of written notice from the Participant of defaultsuch failure; b. Maker’s failure to perform or (ii) Any breach (other than a breach described in Section 10(a)(i) above) on the part of the Servicer of any non-monetary obligation of its other obligations under this Agreement or covenant set forth of any of its representations or warranties hereunder, which materially and adversely affects the interests of any Participant in this Note or in any other written agreement between Maker a Mortgage Loan and Holder if such failure is not cured in full within ten which continues unremedied for ninety (1090) days following delivery after receipt of written notice thereof from Holder any Participant of such breach; provided, however, if such breach is not capable of cure within ninety (90) days and Servicer has diligently commenced such cure, the cure period shall be extended an additional thirty (30) days to Makercomplete such cure; c. If Maker is dissolved(iii) A decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, whether pursuant to insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any applicable articles bankruptcy, insolvency, readjustment of incorporation debt, marshaling of assets and liabilities or bylaws and/or any applicable lawssimilar proceedings, or otherwise; d. Default for the winding- up or liquidation of the affairs of the Servicer shall have been entered against the Servicer and such decree or order shall have remained in the Maker’s obligation for borrowed money, other than this Note, which shall continue force undischarged or unstayed for a period of twenty ninety (2090) days; e. (iv) The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the Servicer shall consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a conservator, receiver, liquidator, assignee trustee or trustee similar official in any bankruptcy, insolvency, readjustment of the companydebt, marshaling of assets and liabilities or similar proceedings of or relating to it or of any substantial part or relating to all or substantially all of its property, or its making of an assignment for the benefit of creditors or the admission by it ; or (v) The Servicer shall admit in writing of its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the taking benefit of corporate its creditors, voluntarily suspend payment of its obligations, or take any action by the Maker in furtherance of the foregoing. (b) Notwithstanding any provision of the Participation Agreement to the contrary, if any of the Servicer Events of Default set forth in Sections 10(a)(i) or (ii) occurs and during the continuation thereof, the Senior Participant and the Subordinate Participant together (unless the Subordinate Participant or any of its affiliates is the party in default in which case such action; ordecision will be that of the Senior Participant) may, upon not less than thirty (30) days written notice to the Servicer with respect to which such Servicer Event of Default occurred, terminate all of the rights and obligations under this Agreement of such Servicer with respect to all Mortgage Loan(s) pertaining to such Servicer Event of Default. If any of the Servicer Events of Default described in Sections 10(a)(iii), (iv) and (v) occur, all of the rights and obligations under this Agreement of the Servicer with respect to all Mortgage Loan(s) pertaining to such Servicer Event of Default shall be terminated automatically without the requirement of any further action on the part of the Participants.

Defaults. The Tenant agrees that any one or more of the following events shall be considered events of default under this Noteas said term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment or indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for consent to the admission appointment of a receiver for tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by it any revenue officer or similar officer as the result of any act or omission of Tenant; or (e) A decree or order appointing a receiver of all or substantially all of the property of Tenant shall be made an such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Tenant shall abandon the Leased Premises or vacate the same during the term hereof; or (g) Tenant shall default in any payment of rent or in an other payment required to be made by Tenant hereunder when due and for five days thereafter; or (h) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest wit diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for ten (10) days after notice thereof in writing to Tenant. Upon the occurrence of any one or more of such events of default, Landlord may, at its election, terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease. Upon termination of the Lease, or upon any termination of the Tenant's right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Leased Premises immediately, and deliver possession thereof to the Landlord, an hereby grants to the Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for) , to enter into and upon the Lease Premises, with or without process of law, and to repossess the Leased Premises as the Landlord's former estate and to expel or remove the Tenant and any others who may be occupying the Leased Premises, without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer, without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord's rights to rent or any other right given to the Landlord hereunder or by operation of law. Upon termination of the Lease, Landlord shall be entitled to recover as damages all Rent and other sums due and payable by Tenant on the date of termination, plus (1) an amount equal to the value of the rent and other sums provided herein to be paid by Tenant for the residue of the stated term hereof, less the fair rental value of the Leased Premises for the residue of the stated term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described relating to recovery of the Leased Premises, preparation for reletting and for reletting itself) and (2) the cost of performing any other covenants to be performed by the Tenant. If the Landlord elects to terminate the Tenant's right to possession only without terminating the Lease, the Landlord may, at the Landlord's option, enter into the Leased Premises, remove the Tenant's signs, if any, and other evidences of tenancy, and take and hold possession thereof as hereinabove provided, without such entry and possession terminating the Lease or releasing the Tenant, in whole or in part, from the Tenant's obligations to pay the rent hereunder for the full term or from any other of its inability obligations under this Lease. Landlord may, but (except as required by statute) shall be under no obligation so to do, relet all or any part of the Leased Premises for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises as part of a larger area and the right to change the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient, All expenses of decorating, changing, altering an adding to the Leased Premises shall be borne solely by Landlord. If Landlord does not relet the Leased Premises, Tenant shall pay its debts generally to Landlord on demand damages equal to the amount of the rent an other sums provided herein to be paid by Tenant for the remainder of the Lease Term as they the same shall become duedue and payable. If the Leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such reletting and the collection of the rent accruing therefrom (including, or but not by way of limitation, reasonable attorneys' fees and brokers, commissions), to satisfy the taking rent and other charges herein provided to be paid for the remainder of corporate action the Lease Term, Tenant shall pay to Landlord on demand any deficiency as the same shall become due and payable. Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section 18.0 from time to time. Tenant shall pay all costs and expenses, including attorneys, fees and costs, incurred by the Maker Landlord in furtherance of any recovering such action; orsums due hereunder.

Defaults. The In any of the following shall be events ("Events of default under this NoteDefault") : a. Maker’s failure to remit any (a) Lessee shall default in the payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation installment of Periodic Rent or covenant set forth in this Note of any Casualty Value or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether termination Value payable pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which Section 13 hereof and such default shall continue for a period of twenty 5 days after written notice of such nonpayment by Lessor to Lessee; or (20b) days; e. The commencement Lessee shall default in the observance or performance of any action other covenant required to be observed or proceeding which affects performed by Lessee hereunder or under the Collateral terms of the agreement executed and delivered pursuant to Section 14.4 of the term Loan Agreements and such default shall continue for more than 30 days after the written notice thereof from Lessor to Lessee; or (c) Any representation or title thereto warranty made by Lessee herein or in any statement or certificate furnished to Lessor, the Agent or any assignee referred to in Section 14 hereof proves untrue in any material respect as of the date of issuance or making thereof and shall not be made good within 30 days after notice thereof to Lessee by Lessor; or (d) Lessee shall default in the payment of principal of or interest on any obligation of Holder thereinLessee for borrowed money in the unpaid principal amount of $ 2,000,000 or more as and when the same shall become due and payable by the lapse of time, includingby declaration, but not limited to eminent domainby call for redemption or otherwise and such default shall continue beyond the period of grace, insolvencyif any, code enforcement allowed with respect thereto; or (e) Lessee becomes insolvent or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction admits in the premises adjudging the Maker bankrupt or insolventwriting its inability to pay its debts as they may mature, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of makes an assignment for the benefit of creditors or applies for or consents to the admission appointment of a trustee or receiver for Lessee or for the major part of its property, or Lessee shall make any voluntary assignment or transfer of Lessee's interest as Lessee hereunder in a manner or to a person not permitted by it the terms hereof; or (f) A trustee or receiver is appointed for Lessee, or for the major part of its property and is not discharged within 30 days after such appointment; or (g) Bankruptcy, reorganization, arrangements, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or similar law for the relief of debtors, are instituted by or against Lessee, and if instituted against Lessee are allowed against Lessee or are consented to or are not dismissed within 60 days after such institution; Lessor at its option may: A. Proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable covenants and terms of the Lease or to recover damages for the breach thereof; or B. By notice in writing to Lessee, terminate this Lease and/or Lessee's rights of possession hereunder as to all or any portion of the Units whereupon all right, title and interest of Lessee to or in the use of such Units shall terminate, and Lessor may, directly or by its inability to pay its debts generally as they become dueagent, enter upon the premises of Lessee or the taking of corporate action by the Maker in furtherance of any such action; orother premises where such

Defaults. The Each of the following events shall be events deemed an “Event of default Default” by Tenant under this NoteLease: a. Maker(a) Tenant’s failure to remit pay the Base Rent or any payment under this Note on before the date due, other sum due hereunder if such failure nonpayment continues for five (5) or more days after the same is not cured in full within due and payable, provided, however, Tenant shall be entitled to five (5) days of written notice of default; b. Makerto cure any monetary default under this Lease; provided, further, however, Landlord shall not be required to provide such notice more than twice in any twelve (12) month period; or Tenant’s failure to perform or breach default in the prompt and full performance of any non-monetary obligation or covenant set forth in other provision of this Note or in any other written agreement between Maker Lease and Holder if such failure is Tenant does not cured in full cure the default within ten thirty (1030) days following delivery of after written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in demand by Landlord that the Maker’s obligation for borrowed money, other than this Notedefault be cured (unless the default involves a hazardous condition, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder thereinbe cured forthwith upon Landlord’s demand), includingprovided, but not limited to eminent domainhowever, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging event such default cannot be reasonably cured within thirty (30) days after notice from Landlord, such time shall be extended so long as Tenant commences to cure such default within such thirty (30) days after notice from Landlord and diligently prosecutes the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance cure of any such decree or order unstayed and in effect for a period of twenty (20) daysdefault to completion; g. Maker(b) If Tenant shall not, or shall be unable to, or shall admit in writing Tenant’s institution of proceedings inability to, as to be adjudicated any obligation, pay Tenant’s debts as they become due; or if Tenant shall commence or institute any case, proceeding or other action (i) seeking relief on Tenant’s behalf as debtor, or to adjudicate it a bankrupt or insolvent, or the consent by it seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the institution Tenant or Tenant’s debts under any existing or future law of bankruptcy any jurisdiction, domestic or insolvency proceedings against itforeign, or its filing of a petition or answer or consent seeking relating to bankruptcy, insolvency, reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state lawof debtors, or its consent to the filing of any such petition or to the (ii) seeking appointment of a receiver, liquidatortrustee, assignee custodian or trustee of the company, other similar official for it or of for all or any substantial part of its property, ; or its making of an if Tenant shall make a general assignment for the benefit of creditors creditors; or if any case, proceeding or other action shall be commenced or instituted against Tenant (1) seeking to have an order for relief entered against Tenant as debtor or to adjudicate Tenant a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to Tenant or Tenant’s debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (2) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of Tenant’s property, which either (i) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the admission by it in writing issuance or entry of its inability any other order having a similar effect or (ii) remains undismissed for a period of sixty (60) days; or if a trustee, receiver or other custodian shall be appointed for any substantial part of the assets of Tenant which appointment is not vacated or effectively stayed within sixty (60) days; (c) Tenant’s desertion or abandonment or failure to pay its debts generally as they become due, take possession of the Premises (or any substantial portion thereof); or (d) Tenant’s failure to discharge or bond over a lien placed against the Premises or the taking of corporate action by the Maker in furtherance of any Building within thirty (30) days after such action; orlien or encumbrance shall have been filed.

Defaults. The Tenant further agrees that any one or more of the following events shall be considered events of default under this Note:as said term is used herein, that is to say, if a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy law as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the consent by it to the institution of bankruptcy Tenant shall institute any proceedings or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or shall give its consent to the filing institution or any proceedings for any relief of Tenant under any such petition bankruptcy or insolvency laws or any laws relating to the appointment relief of a receiverdebtors, liquidatorreadjustment of indebtedness, assignee reorganization, arrangements, composition or trustee of the company, or of extension; or (c) Tenant shall make any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by it any revenue officer or similar officer; or (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Tenant shall default in any monthly payments of rent or in any other payment required to be made by Tenant hereunder when due as herein provided or shall default under Sections 6.0 or 6.1 hereof and such default shall continue for ten (10) days after notice thereof in writing to Tenant; or (g) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (h) Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant. Upon the occurrence of any one or more of such events of default, Landlord may at its election terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease. Upon termination of this Leases or of Tenant’s right to possession, Landlord may re-enter the Leased Premises with process of law using such force as may be necessary, and remove all persons, fixtures, and chattels therefrom and Landlord shall not be liable for any damages resulting therefrom. Upon termination of the Lease, or upon any termination of the Tenant’s right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Leased Premises immediately, and deliver possession thereof to the Landlord, and hereby grants to the Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for), to enter into and upon the Leased Premises in such event with process of law and to repossess the Leased Premises as the Landlord’s former estate and to expel or remove the Tenant and any others who may be occupying or within the Leased Premises without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord’s rights to rent or any other right given to the Landlord hereunder or by operation of law. Upon termination of the Lease, Landlord shall be entitled to recover as damages, all rent and other sums due and payable by Tenant on the date of termination, plus (1) an amount equal to the value of the rent value of the Leased Premises for the residue of the stated term hereof, less the fair rental and other sums provided herein to be paid by Tenant for the residue of the stated term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described relating to recovery of the premises, preparation for reletting and for reletting itself), and (2) the cost of performing any other covenants to be performed by Tenant. If the Landlord elects to terminate the Tenant’s right to possession only, without terminating the Lease, the Landlord may, at the Landlord’s option enter into the Leased Premises, remove the Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as hereinabove provided, without such entry and possession terminating the Lease or releasing the Tenant, in whole or in part, from the Tenant’s obligations to pay the rent hereunder for the full term or from any other of its inability obligations under this Lease. Landlord shall use best efforts to relet all or any part of the Leased Premises for such rent and upon terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises for a term greater or lesser than that remaining under the Lease term, and the right to relet the Leased Premises as a part of a larger area, and the right to change the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. If Landlord does not relet the Leased Premises, Tenant shall pay its debts generally to Landlord on demand damages equal to the amount of the rent, and other sums provided herein to be paid by Tenant for the remainder of the Lease term. if the Leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys’ fees and brokers’ commissions), to satisfy the rent herein provided to be paid for the remainder of the Lease term. Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. If Tenant shall default under subsection (i) hereof, and if such default cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant promptly commences to eliminate the cause of such default, then Landlord shall not have the right to declare said term ended by reason of such default or to repossess the Leased Premises without terminating the Lease so long as they become dueTenant is proceeding diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default, or provided, however, that the taking of corporate action by the Maker in furtherance curing of any default in such action; ormanner shall not be construed to limit or restrict the right of Landlord to declare the term ended or to repossess without terminating the Lease, and to enforce all of its right and remedies hereunder for any other default not so cured.

Defaults. The (a) Any of the following shall be events constitute an "Event of default under this NoteDefault": a. Maker’s failure to remit (i) The Company defaults in the payment of (A) any part of the principal of any Note, when the same shall become due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise, or (B) the interest on any Note, when the same shall become due and payable, and such default in the payment under this Note on before the date due, if such failure is not cured in full within of interest shall have continued for five (5) Business Days; or (ii) the Company defaults in the performance of any other agreement or covenant contained in the Purchase Agreements, and such default shall not have been remedied within thirty (30) days after written notice thereof shall have been given to the Company by any holder of this Note (the Company to give forthwith to all other holders of this Note at the time outstanding written notice of default;the receipt of such notice, specifying the default referred to therein); or b. Maker’s failure to perform (iii) any material representation or breach of any non-monetary obligation or covenant set forth warranty by the Company herein, in this Note the Purchase Agreements or in any other written agreement between Maker and Holder if such failure is not cured certificate delivered by the Company pursuant hereto proves to have been incorrect in full within ten any material respect when made; or (10iv) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code Company or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of Subsidiary shall make an assignment for the benefit of creditors creditors, or the admission by it shall admit in writing of its inability to pay its debts generally as they become duedebts; or a receiver or trustee is appointed for the Company or any Subsidiary or for substantially all of its assets and, if appointed without its consent, such appointment is not discharged or stayed within sixty (60) days; or proceedings under any law relating to bankruptcy, insolvency or the taking reorganization or relief of debtors are instituted by or against the Company or any Subsidiary, and, if contested by it, are not dismissed or stayed within sixty (60) days; or any writ of attachment or execution or any similar process is issued or levied against the Company or any Subsidiary or any of its property and is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; or the Company or any Subsidiary takes corporate or limited liability company action by the Maker in furtherance of any of the foregoing. (b) If an Event of Default occurs pursuant to any of clauses (i) through (iii) of Section 5(a) of this Note then and in each such event and with the concurrence of holders of 67% of the Notes any holder of this Note (unless all Events of Default shall theretofore have been waived or remedied) at its option, by written notice or notices to the Company, may declare this Note to be due and payable. If an Event of Default occurs pursuant to clause (iv) of Section 5(a) of this Note, this Note shall automatically and without further action become due and payable. Upon any such declaration (or as to such clause (iv) upon its occurrence) this Note shall forthwith immediately mature and become due and payable. However, the foregoing acceleration rights are subject to the following: (i) if, at any time after the principal of this Note shall so become due and payable and prior to the date of maturity stated in this Note, all interest on this Note (with interest at the rate specified in this Note on any overdue principal and, if applicable, on any overdue interest) shall be paid to the holder of this Note by or for the account of the Company, then the Note holder, by written notice or notices to the Company, may waive such Event of Default and its consequences and rescind or annul any such declaration, but no such waiver shall extend to or affect any subsequent Event of Default or impair any right or remedy resulting therefrom; (ii) if any holder or holders of Notes which, at the time, holds or hold at least sixty-seven percent (67%) in aggregate principal amount of the Notes then outstanding exercises the above rights of acceleration, then the Company shall notify each other holder of Notes of the fact of such acceleration and each other holder shall, without limiting any other rights hereunder, (A) have the right for thirty (30) days after such notice from the Company to accelerate its own Notes based on the Event or Events of Default on which such acceleration was based (regardless of whether such Event or Events of Default are then continuing), unless at the time there are no outstanding Events of Default and any acceleration of any Notes has been rescinded or (B) be deemed automatically (without any action by such holder) to have accelerated its Notes if such holder has not received such notice of an acceleration from the Company within ten (10) business days after such acceleration; provided that any such automatic acceleration may take place regardless of whether the Event or Events of Default on which the initial acceleration was based are then continuing but such automatic acceleration shall not take place if at the time any and all accelerations of any Notes have been rescinded or annulled pursuant to subparagraph (i) above or otherwise; (iii) any holder may at any time rescind and annul any acceleration with respect to its own Notes; and (iv) if any holder of a Note shall give any notice or take any other action with respect to a claimed Event of Default, the Company, forthwith upon receipt of such notice or obtaining knowledge of such other action; or, will give written notice thereof to all other holders of the Notes then outstanding, describing such notice or other action and the nature of the claimed Event of Default.

Defaults. The following In the event that (i) Tenant shall be events of default under this Note: a. Maker’s failure fail to remit pay when and as due any payment under of rent or of Additional Rent or any other amount payable by Tenant hereunder, or (ii) Tenant shall violate any other term, provision, covenant or condition of this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure Lease or shall neglect or fail to perform or breach to observe or comply with any of any non-monetary obligation the other terms, conditions or covenant set forth in this Note covenants herein contained on Tenant's part to be performed or in any other written agreement between Maker observed and Holder if such failure is not cured in full Tenant shall fail to remedy the same within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement days after Landlord shall have sent Tenant written notice specifying such violation, neglect or failure, or (iii) this Lease or the Demised Premises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or shall be taken upon or subject to any attachment at the instance of any action creditor of or proceeding which affects claimant against Tenant, and said attachment shall not be discharged or disposed of within thirty (30) days after the Collateral levy thereof; of (iv) Tenant shall abandon, vacate or title thereto or desert the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventDemised Premises, or approving as properly filed a petition seeking reorganizationfail to continuously operate the Demised Premises for the Permitted Use specified in Article Fifth hereof; then in any one or more of such events, arrangementLandlord shall have the right, adjustment or composition of or at its option, exercisable by sending written notice thereof to Tenant, to terminate this Lease, in respect which event Tenant agrees to immediately surrender to Landlord possession of the Maker under Demised Premises, without any notice to quit or demand for possession of the federal Bankruptcy Code Demised Premises whatsoever, all statutory and other notice to quit or of intention to re-enter the same being hereby expressly waived by Tenant, and Tenant hereby grants Landlord full and free entrance to, into and upon the Demised Premises or any part thereof, to take possession thereof with or without process of law and to expel and remove Tenant or any other applicable federal person occupying the Demised Premises or state lawany part hereof, or appointing a receiver, liquidator, assignee or trustee and Landlord may repossess itself of the Makersame as if its former estate, but such entry shall not constitute trespass or forcible entry or detainer, nor shall it cause a forfeiture of rents due by virtue hereof nor waiver of any covenant, agreements or promises in this Lease contained to be performed by Tenant. If this Lease shall be terminated as aforesaid, the Demised Premises, or any substantial part thereof, may be re-let by Landlord for the account and benefit of Tenant, for such rent and upon such terms and to such person or persons and for such period or periods as may seem fit to Landlord, and if its propertya sufficient sum shall not be received form such reletting to satisfy the rent reserved in this Lease, after paying the expense of reletting and collection, including reasonable commissions to agents and reasonable attorneys' fees, and any court costs, Tenant agrees to pay and satisfy any and all such deficiencies; but the acceptance of a lessee by Landlord in place of Tenant shall not operate as a release of Tenant from the performance of any covenant, promise or ordering the winding up or liquidation of its affairsagreement herein contained, and the continuance performance of any substitute tenant by the payment of rent, or otherwise, shall constitute only satisfaction pro-tanto of the obligations of Tenant arising --------- hereunder. Any damages or deficiencies, at the option of Landlord, may be recovered by Landlord in separate actions, from time to time, as Tenant's obligations to pay would have accrued if the term had continued, or from time to time as said damages or deficiencies shall have been made more easily ascertainable by relettings of the Demised Premises, or any such decree action by Landlord may, at the option of Landlord, be deferred until the expiration of the term hereof. Notwithstanding anything to the contrary contained in this Lease, to the extent not expressly prohibited by applicable law, in the event of any default of Tenant under this Lease, Landlord at its sole option and discretion may terminate this Lease and/or Tenant's right to possession of the premises, and may accelerate and declare that all rentals and other amounts reserved for the entire remainder of the term hereof shall be immediately due and payable, in which event Tenant agrees to pay same on demand. If and to the extent Tenant makes the payments demanded by Landlord pursuant to the preceding sentence (the "accelerated rent") and provided such payments are free of challenge by and are not recovered by Tenant's creditors, trustee or order unstayed receiver in any creditor proceedings, then it is agreed that Landlord will refund to Tenant (to the extent only of said Accelerated Rent) any actual Net Re-Letting Proceeds (defined below) thereafter received by Landlord during the remainder of the stated term of this Lease. The phrase Net Re-Letting Proceeds as used herein shall mean the total amount of rent and in effect for other consideration paid by any Replacement Tenants, less all Costs of Re-Letting, during a given period of twenty (20) days; g. Maker’s institution time. "Costs of proceedings to be adjudicated a bankrupt or insolventRe-Letting" shall include without limitation, or the consent all reasonable costs and expenses incurred by it Landlord for any repairs, maintenance, changes, alterations and improvements to the institution Premises, brokerage commissions, advertising costs, attorneys' fees, any customary free rent periods or credits, tenant improvement allowances, take-over lease obligations and other customary, necessary or appropriate economic incentives required to enter leases with Replacement Tenants, and costs of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orcollecting rend from Replacement Tenants. The

Defaults. The (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be events voluntary or involuntary, or come about or be effected by operation of default law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if Agreement and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (202) days; e. The commencement of if Lessee shall fail to perform any action covenant or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsagreement contained herein, and the continuance of any such decree or order unstayed and in effect failure shall continue for a period of twenty fifteen (2015) days;calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. BLACKSTONE DRY LEASE AGREEMENT (GLOBAL 7500) - PAGE 6 OF 9 g. Maker(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes ▇▇▇▇▇▇’s institution entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of proceedings action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be adjudicated a bankrupt performed any obligation, covenant or insolventagreement of Lessee hereunder. ▇▇▇▇▇▇ agrees to pay all costs and expenses incurred by ▇▇▇▇▇▇ for such performance and acknowledges that such performance by ▇▇▇▇▇▇ shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of ▇▇▇▇▇▇’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or the consent by be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or hereunder upon any other applicable federal or state law, or its consent to the filing occurrence of any such petition right upon the continuation or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance recurrence of any such action; orcontingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. The Tenant agrees that any one or more of the following events -------- shall be considered events of default under this Note(sometimes herein referred to as a "Default" individually or "Defaults" collectively) as said term is used herein: a. Maker’s failure (a) Tenant shall fail to remit pay any payment under this Note part of the Rent on before the due date due, if and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within continues for ten (10) days following delivery of after Landlord's written notice thereof from Holder of such failure to Maker;Tenant (a "Monetary Default"); or c. If Maker is dissolved(b) Tenant shall fail to keep, whether pursuant observe or perform any of the other covenants or agreements herein contained to any applicable articles of incorporation or bylaws and/or any applicable lawsbe kept, or otherwise; d. Default in the Maker’s obligation for borrowed money, observed and performed by Tenant (other than this Note, which those of Article X and such failure shall continue for a period of twenty (20) days;days after notice thereof in writing to Tenant; provided, however, that if such failure or default cannot be cured by the payment of money and cannot, by its nature, reasonably be cured within such twenty (20) day period, and Tenant shall, within such twenty (20) day period, commence all efforts to cure that failure or default and thereafter diligently and continuously pursues such efforts, then such failure or default shall not constitute an event of default hereunder; or e. The commencement of any action (c) Tenant shall be adjudged an involuntary bankrupt, or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in the premises adjudging the Maker bankrupt petition or insolventanswer filed against Tenant asking reorganization of Tenant under any state or federal bankruptcy laws as now or hereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (d) Tenant shall file or admit the jurisdiction of the court and material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant to or purporting to be adjudicated a bankrupt pursuant to any state or insolventfederal bankruptcy laws as now or hereafter amended, or the Tenant shall institute any proceeding or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing of relief or debtors, readjustment or indebtedness, reorganization, arrangements, composition or extension; or (e) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (f) The Premises or Tenant's leasehold interest are levied upon under execution or attached by it in writing of its inability to pay its debts generally as they become duelegal process, or a lien is filed in respect of the taking Premises or leasehold interest which is not released or discharged within sixty (60) days after the date of corporate action by the Maker in furtherance of any such actionfiling; or (g) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (h) Intentionally deleted; or (i) Tenant fails in any manner to comply with any of the provisions of Article X and such failure continues for fifteen (15) days after written notice from Landlord to Tenant; provided, however, if Tenant commences all efforts to cure such default within such fifteen (15) day period and thereafter diligently and continuously pursues such efforts, then such a default shall not constitute an event of default hereunder unless it is not cured within one hundred twenty (120) days from the date of Landlord's notice to Tenant.

Defaults. The Subtenant further agrees that any one or more of the following events shall be events considered Events of default under this Note:Default as said term is used herein, that is to say, if- a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Subtenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Subtenant asking reorganization of Subtenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof, or B. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Subtenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Subtenant or any of the property of Subtenant; or D. Subtenant shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. Subtenant shall abandon the Premises during the Term hereof; or H. Subtenant shall default in any payment of Rent required to be made by Subtenant hereunder when due as herein and such default shall continue uncured for more than ten (10) days after receipt of written notice thereof; or I. Subtenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 20 of this Sublease and either such default shall continue for thirty (30) days after notice thereof in writing to Subtenant; or J. Subtenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within thirty (30) days after written notice or longer as provided under the Prime Lease; or K. Subtenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Subtenant, and such default shall continue for thirty (30) days after notice thereof in writing to Subtenant.

Defaults. The (a) Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event of default and whether it shall be events voluntary or involuntary, or come about or be effected by operation of default law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Note: a. Maker’s failure to remit any payment under this Note on before the date due, if Agreement and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty three business days after oral, facsimile, electronic mail or written notice has been given by Lessor to Lessee; (202) days; e. The commencement of if Lessee shall fail to perform any action covenant or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsagreement contained herein, and the continuance of any such decree or order unstayed and in effect failure shall continue for a period of twenty fifteen (2015) days;calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or terminated within thirty (30) calendar days after their commencement. BLACKSTONE DRY LEASE AGREEMENT (GLOBAL 6000) - PAGE 6 OF 9 g. Maker(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes ▇▇▇▇▇▇’s institution entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of proceedings action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be adjudicated a bankrupt performed any obligation, covenant or insolventagreement of Lessee hereunder. ▇▇▇▇▇▇ agrees to pay all costs and expenses incurred by ▇▇▇▇▇▇ for such performance and acknowledges that such performance by ▇▇▇▇▇▇ shall not be deemed to cure said Event of Default. (c) Lessee shall be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of ▇▇▇▇▇▇’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or the consent by be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or hereunder upon any other applicable federal or state law, or its consent to the filing occurrence of any such petition right upon the continuation or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance recurrence of any such action; orcontingencies or similar contingencies, and any single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein.

Defaults. The occurrence of any one or more of the following events shall be considered events of default by Tenant under this NoteLease: a. Maker’s failure (a) Tenant shall fail to remit make any payment under this Note on before the date of Rent or any other payment required to be made by Tenant hereunder when due, if and such failure is not cured in full within continues for five (5) days of after written notice thereof; or (b) Tenant shall fail in keeping, observing or performing any of default; b. Maker’s failure the other covenants or agreements herein contained to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker be kept, observed and Holder if performed by Tenant, and such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty thirty (2030) days;days after notice thereof in writing to Tenant; or e. The commencement of (c) Tenant shall make any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for itself or any of its property, or shall admit in writing of its inability to pay its debts generally as they become come due, or shall file for bankruptcy or institute any other proceedings for relief under any bankruptcy or insolvency laws or any laws relating to the taking relief of corporate action by debtors, readjustment or indebtedness, reorganization, arrangements, composition or extensions, or (d) Any third party shall institute bankruptcy or insolvency proceedings against Tenant, and such proceedings shall not have been dismissed within thirty (30) days from the Maker in furtherance date of entry or granting thereof; or Tenant shall be adjudged an involuntary bankrupt, or a decree or order for reorganization under the Federal bankruptcy laws or under the laws of any state, shall be entered against Tenant and any such action; ordecree or judgment or order shall not have been vacated or set aside within thirty (30) days from the date of the entry or granting thereof, or Tenant shall admit the material allegations contained in any petition in bankruptcy or any petition pursuant to, or purporting to be pursuant to, the Federal bankruptcy laws; (e) In the event Tenant fails to timely submit to Landlord any statement of Gross Sales in accordance with the terms and conditions contained herein or fails to pay Percentage Rent and either such failure continues for fifteen (15) days after written notice, or if Tenant falsifies, hides or otherwise fails to report Gross Sales, or adopts or changes business operations for the primary purpose of avoiding the payment of Percentage Rent, or if any Governmental Action is brought against Landlord or its principals as a result of the payment or receipt of Percentage Rent, and is not dismissed without prejudice within 30 days after demand by Landlord, then Tenant shall be in default. Upon the occurrence of any one or more of such events, Tenant shall be in default hereunder. Upon a default by Tenant, Landlord may apply and retain all sums deposited with Landlord hereunder, and Landlord may, at its election, terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease. Upon termination of the Lease, or upon any termination of the Tenant's right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to the Landlord, and Tenant hereby grants to the Landlord the full and free right, without demand or notice of any kind to Tenant, to enter into and upon the Premises, with or without process of law, and to repossess the Premises as the Landlord's former estate and to expel or remove the Tenant and any others who may be occupying the Premises, without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer, without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord's rights to Rent or any other right given the Landlord hereunder or by operation of law. Tenant shall pay on demand all costs and expenses, including attorneys' fees and costs, incurred by Landlord in recovering sums due hereunder, recovering possession of the Premises, or otherwise enforcing this Lease or pursuing Landlord's rights and remedies against Tenant or any assignee, sublessee or other transferee.

Defaults. The following (a) If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of the Underwriters or, except as provided in Section 4(viii) and Section 6 hereof, any non defaulting party. No action taken pursuant to this Section 9(a) shall relieve the Company from liability, if any, in respect of such default. (b) If any Underwriter shall fail at the First Closing Date to purchase and pay for the portion of the Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (i) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Securities to be purchased on the First Closing Date, the other Underwriters shall be events obligated, severally, in proportion to the respective numbers of Securities which they are obligated to purchase hereunder, to purchase the Securities which such defaulting Underwriter or Underwriters failed to purchase, or (ii) if the aggregate number of shares with respect to which such default under this Note: a. Maker’s failure shall occur exceeds 10% of the Securities to remit any payment under this Note be purchased on before the date dueFirst Closing Date, if such failure is not cured in full within five (5) days of the Company or the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of default; b. Maker’s failure to perform or breach of any the non-monetary obligation defaulting Underwriters or covenant of the Company except to the extent provided in Sections 4(viii) and 6 hereof; provided, however, upon any such termination as set forth in this Note Section 9(b), the Company shall not be required to pay the expenses of the Underwriters as described in Section 4(viii). In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9(b), the First Closing Date may be postponed for such period, not exceeding seven days, as the Representative may determine in order that the required changes in the Registration Statement, the Time of Sale Disclosure Package or in the Prospectus or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to documents or arrangements may be effected. The term “Underwriter” includes any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue person substituted for a period of twenty (20) days; e. The commencement of defaulting Underwriter. Any action taken under this Section 9 shall not relieve any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or defaulting Underwriter from liability in respect of the Maker any default of such Underwriter under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orthis Agreement.

Defaults. The occurrence of any of the following events shall be events constitute an Event of default under this NoteDefault hereunder: a. Maker’s failure (a) any representation or warranty made by the Servicer, the Originator, the Collateral Agent, the Standby Servicer or the Borrower hereunder or under the Transaction Documents, or in any certificate furnished hereunder or under the Transaction Documents, shall prove to remit be untrue or incomplete in any payment under this Note on before material respect; (i) the date dueServicer, if such failure the Originator, the Collateral Agent, the Standby Servicer or the Borrower shall fail to pay when due any amount payable by the Servicer, the Originator, the Collateral Agent, the Standby Servicer or the Borrower hereunder or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction shall find or rule that any Transaction Document is not cured in full within five (5) days of written notice of defaultvalid and binding on the Servicer, the Originator, the Collateral Agent, the Standby Servicer or the Borrower; b. Maker’s (c) the occurrence of an "Event of Default" under the Warehouse Loan Agreement (as defined therein); (d) any failure on the part of the Servicer, the Originator, the Collateral Agent, the Standby Servicer or the Borrower duly to observe or perform in any material respect any other of the covenants or breach agreements on the part of any non-monetary obligation the Servicer, the Originator, the Collateral Agent, the Standby Servicer or covenant set forth the Borrower contained in this Note Insurance Agreement or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, Transaction Document which shall continue continues unremedied for a period of twenty 30 days with respect to this Insurance Agreement, or, with respect to any other Transaction Document, beyond any cure period provided for therein, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, the Originator, the Collateral Agent, the Standby Servicer or the Borrower, as applicable, by the Surety Provider (20with a copy to the Collateral Agent and the Administrative Agent) daysor by the Collateral Agent (with a copy to the Surety Provider and the Administrative Agent); e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of (e) a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises adjudging the Maker bankrupt in an involuntary case under any present or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable future federal or state lawbankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or appointing a receiver, liquidator, assignee or trustee of for the Maker, or any substantial part if its property, or ordering the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer, the Originator or the Borrower and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of twenty (20) 90 consecutive days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent(f) the Servicer, the Originator or the Borrower shall consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiverconservator or receiver or liquidator or other similar official in any insolvency, liquidatorreadjustment of debt, assignee marshalling of assets and liabilities or trustee similar proceedings of or relating to the Servicer, the Originator or the Borrower or of or relating to all or substantially all of the companyproperty of either; (g) the Servicer, or of any substantial part of its property, or its making of an assignment for the benefit of creditors Originator or the admission by it Borrower shall admit in writing of its inability to pay its debts generally as they become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the taking benefit of corporate action by the Maker in furtherance its creditors or voluntarily suspend payment of any such actionits obligations; or (h) the failure of the Borrower and the Originator to comply with, or maintain the accuracy of, the Opinion Facts and Assumptions.

Defaults. The Tenant further agrees that any one or more of the following events shall be considered events of default under this Note:as said term is used here that is to say, if a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof, or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the Tenant shall institute any proceedings or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by it any revenue officer or similar officer; or (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Tenant shall vacate the Leased Premises or abandon the same during the term hereof; or (g) Tenant shall default in any payment of rent or other charge required to be paid by Tenant hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in writing to Tenant; or (h) If Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for five (5) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such defaults shall continue to thirty (30) days after notice thereof in writing to Tenant; or (j) Tenant shall repeatedly be late in the payment of rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given). Upon the occurrence of any one or more of such events of default, Landlord may terminate this Lease. Upon termination of this Lease, Landlord may re-enter the Leased Premises with or without process of law using such force as may be necessary, and remove all persons, fixtures and chattels therefrom, and Landlord shall not be liable for any damages resulting therefrom. Such re-entry and repossession shall not work a forfeiture of the rents or other charges to be paid and covenants to be performed by Tenant during the full term of this Lease. Upon such repossession of the Leased Premises, Landlord shall be entitled to recover as liquidated damages and not as a penalty a sum of money equal to the value of the rent and other sums provided herein to be paid by Tenant to Landlord for the remainder of the Lease term, less the fair rental value of the Leased Premises for said period. Upon the happening of any one or more of the above-mentioned events Landlord may repossess the Leased Premises by forcible entry or detainer suit, or otherwise, without demand or notice of any kind to Tenant (except as hereinabove provided for) and without terminating this Lease, in which event Landlord may but shall be under no obligation so to do, relet all or any part of the Leased Premises for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises for a term greater or lesser than that remaining under the Lease term, and the right to relet the Leased Premises as a part of a larger area, and the right to change the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. If Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on demand as liquidated damages and not as a penalty a sum equal to the amount of the rent, and other sums provided herein to be paid by Tenant for the remainder of the Lease term. If the Leased Premises are relet and sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys fees and brokers' commissions), to satisfy the rent and other charges herein provided to be paid for the remainder of the Lease term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. If default shall be made in any covenant, agreement, condition or undertaking herein contained to be kept, observed and performed by Tenant, other than the making of any payments as herein provided, which cannot with due diligence be cured within a period of thirty (30) days, and if notice thereof in writing shall have been given to Tenant, and if Tenant, prior to the expiration of thirty (30) days from and after the giving of such notice, commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take steps and do all work required to cure such default and does so cure such default, then Landlord shall not have the right to declare and said term ended by reason of such default or to repossess without terminating the Lease, provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Landlord to declare the said term ended or to repossess without terminating the Lease, and to enforce all of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of rights and remedies hereunder for any such action; orother default not so cured.

Defaults. The occurrence of any of the following events shall be events constitute an "Event of default under this NoteDefault": a. Maker’s failure (a) The Borrower shall fail to remit pay any interest with respect to the Revolving Notes or the Term Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment under this Note 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 before the date when due, if such failure is not cured in full within five . (5c) days of written notice of default; b. Maker’s failure to perform Any representation or breach of any non-monetary obligation warranty made by the Borrower herein or covenant set forth in this Note hereunder or in any certificate or other written agreement between Maker document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and Holder if such failure is not cured remedies hereunder. (d) Except as specified in full within ten (10a) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolvedand (b) above, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsthe Borrower shall default in the performance of, or otherwise; d. Default in breach, any covenant of the Maker’s obligation for borrowed moneyBorrower with respect to this Agreement, other than this Note, which and such default or breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any mortgage, indenture, agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in a principal amount not less than $60 million, shall have occurred and shall result in such Indebtedness becoming or being declared due and payable prior to the date on which it otherwise would become due and payable; provided, however, that if such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty (20) days; e. The commencement days after the Borrower has received written notice of any 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 or proceeding which affects upon the Collateral or title thereto part of either the Borrower or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement Agent and Lenders. (f) Any involuntary proceeding shall be commenced or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by an involuntary petition shall be filed in a court having of competent jurisdiction in seeking (i) relief against the premises adjudging Borrower or the Maker bankrupt or insolventBroker Subsidiary, or approving as properly filed against all or a petition seeking reorganization, arrangement, adjustment or composition of or in respect substantial part of the Maker property of either of them, under Title 11 of the federal Bankruptcy United States Code or any other applicable federal federal, state or state foreign bankruptcy, insolvency, reorganization or similar law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20ii) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee assignee, custodian, trustee, sequestrator or trustee similar official for the Borrower or the Broker Subsidiary or for all or a substantial part of the companyproperty of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days, or, before such 60-day period has elapsed, there shall be entered an order or decree ordering the relief requested in such involuntary proceeding or involuntary petition. (g) The Borrower or the Broker Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or Broker Subsidiary or for any substantial part of its propertyrespective properties, or its making of an shall make any general assignment for the benefit of creditors creditors, or the admission by it in writing of its inability shall fail generally to pay its respective debts generally as they become due, due or the taking of shall take any corporate action by the Maker in furtherance of any of the foregoing. (h) A final judgment or judgments for the payment of money in excess of $50,000,000 in the aggregate shall be entered against the Borrower by a court or courts of competent jurisdiction, and the same shall not be discharged (or provisions shall not be made for such action; ordischarge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (i) 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 better) by Standard & Poor's Rating Group, or (b) Baa3 (or better) by ▇▇▇▇▇'▇ Investor Service.

Defaults. The Tenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing of its inability to pay its debts generally as they become due; or E. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or F. Tenant shall default in any payment of Base Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for three (3) days after notice thereof to Tenant; or G. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for twenty (20) days after notice thereof in writing to Tenant, or such longer period as Tenant may reasonably require, provided that Tenant commences to cure such default within such twenty (20) day period and thereafter diligently prosecutes such cure to completion. Notwithstanding the taking of corporate action by the Maker in furtherance of foregoing, however, if any such action; ordefault by Tenant creates an “Event of Default” by Sublessor under the Prime Lease, such default shall be deemed an immediate Event of Default under this Sublease.

Defaults. The Tenant agrees that any one or more of the following events shall be considered events of default under this Noteas said term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgement or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment or indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for consent to the admission appointment of a receiver for tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by it any revenue officer or similar officer as the result of any act or omission of Tenant; or (e) A decree or order appointing a receiver of all or substantially all of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Tenant shall default in any payment of rent or in any other payment required to be made by Tenant hereunder and such default shall continue for ten (10) days after delivery of notice thereof in writing to Tenant; or (g) Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (h) Tenant shall vacate and abandon the Leased Premises and cease payment of rent. It shall not be an instance of default if Tenant vacates and abandons the Leased Premises but continues to pay rent; or (i) Tenant shall default in keeping, observing, or performing any of the other covenants or agreements herein contained to be kept, observed, and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Upon the occurrence of any one or more of such events of default, Landlord may, at its election, terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease. Upon termination of the Lease, or upon any termination of the Tenant's right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Leased Premises immediately, and deliver possession thereof to the Landlord, and hereby grants to the Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for or otherwise required by applicable law), to enter into and upon the Leased Premises, in accordance with the requirements of applicable law, and to repossess the Leased Premises as the Landlord's former estate and to expel or remove the Tenant and any others who may be occupying the Leased Premises, without relinquishing the Landlord's rights to the rent or any other right given to the Landlord hereunder or by operation of law. Upon termination of the Lease, Landlord shall be entitled to recover as damages all rent and other sums due and payable by Tenant on the date of termination, plus (1) an amount equal to the present value of the rent and other sums provided herein to be paid by Tenant for the residue of the stated term hereof, less the fair rental value of the Leased Premises for the residue of the stated term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described relating to recovery of the Leased Premises, preparation for reletting and for reletting itself), and (2) the cost of performing any other covenants to be performed by the Tenant. If the Landlord elects to terminate the Tenant's right to possession only without terminating the Lease, the Landlord may enter into the Leased Premises, remove the Tenant's signs, if any, and other evidences of tenancy, and take and hold possession thereof as hereinabove provided, without such entry and possession terminating the Lease or releasing the Tenant, in whole or in part, from the Tenant's obligations to pay the rent hereunder for the full term or from any other of its inability obligations under this Lease. In the event Landlord elects to terminate the Tenant's right to possession only, Landlord shall exercise reasonable efforts to relet all or any part of the Leased Premises for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises as part of a larger area and the right to change the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. All expenses of decorating, changing, altering, and adding to the Leased Premises shall be borne solely by Landlord. If Landlord does not relet the Leased Premises, Tenant shall pay its debts generally to Landlord on demand damages equal to the amount of the rent and other sums provided herein to be paid by Tenant for the remainder of the Lease Term as they the same shall become duedue and payable. If the Leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such reletting and the collection of the rent accruing therefrom (including, or but not by way of limitation, reasonable attorneys' fees and brokers' commissions), to satisfy the taking rent and other charges herein provided to be paid for the remainder of corporate action the Lease Term, Tenant shall pay to Landlord on demand any deficiency as the same shall become due and payable. Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Paragraph 17.0 from time to time. Tenant shall pay all costs and expenses, including attorneys' fees and costs, incurred by the Maker Landlord in furtherance of any recovering such action; orsums due hereunder.

Defaults. The If any one or more of the following shall be events of default under this Note(each an "Event of Default") shall occur: a. Maker’s failure to remit (a) if default shall be made in the payment of principal, interest or premium, if any, on the Debt or any payment under required pursuant to paragraph 1.6 of this Note on before Mortgage, when and as the date duesame shall become due and payable, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker payment on the Debt, when and Holder if such failure as the same shall become due and payable, whether at maturity, by acceleration or as a part of any prepayment or otherwise, as in the Contract or this Mortgage provided, and the same is not cured within 10 days after written notice from Lender; or (b) if default shall be made in full the due observance or performance of any covenant or agreement contained in this Mortgage or in the Contract; provided, as to non-monetary defaults, such default is not cured within ten thirty (1030) days following delivery of written notice thereof from Holder Lender to Maker;Borrower; or c. If Maker is dissolved(c) if default shall be made in the due observance or performance of any covenant, whether condition or agreement of Borrower contained in any other instrument securing the Debt or in any document evidencing or securing any indebtedness of Borrower to Lender; or (d) if a receiver, trustee or liquidator (or other similar official) of Borrower or of the Mortgaged Property or any portion thereof, shall be appointed in any proceeding or by any federal or state officer or agency and shall not be discharged within 90 days after such appointment or if Borrower shall consent to such appointment; or (e) if Borrower shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code Act or any other applicable similar federal or state law, now or appointing a receiver, liquidator, assignee or trustee of the Makerhereafter in effect, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of shall make an assignment for the benefit of its creditors or the admission by it shall admit in writing of its inability to pay its debts generally as they become due, or the taking shall be dissolved, or shall suspend payment of corporate its obligations or shall take any action by the Maker in furtherance of any of the foregoing; or if a petition or an answer shall be filed proposing the adjudication of Borrower as a bankrupt or its reorganization or for arrangement under the Bankruptcy Act or any similar federal or state law, now or hereafter in effect, and (i) such actionparty shall consent to the filing thereof, or (ii) such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or (f) if final judgment for the payment of money shall be rendered against Borrower and such party shall not discharge the same or provide for its discharge in accordance with its terms or procure a stay of execution thereon within the period following such final judgment and prior to the execution thereon, or such longer period during which execution on such judgment shall have been stayed, or appeal from such judgment or from the order, decree or process upon or pursuant to which such judgment shall have been granted, passed or entered and cause the execution thereof to be stayed during such appeal, and if on appeal such judgment, order, decree or process shall be affirmed and such party shall not discharge such judgment or provide for its discharge in accordance with its terms within ninety (90) days after the entry of the order or decree of affirmance; or (g) Any failure to comply with the terms of or any default under the Construction Financing by Borrower, or any amendment to the Construction Financing agreed upon by Borrower which increases the principal indebtedness or interest rate thereunder, or adds security thereto beyond the Mortgaged Property. then, and in every such case, this Mortgage shall stay in force and during the continuance of any such Event of Default: (1) Lender may declare the entire principal of the Debt (if not then due and payable) and all accrued and unpaid interest thereon (and premium, if any), to be due and payable immediately, and upon any such declaration the principal of the Debt and said accrued and unpaid interest (and premium, if any) shall become and be immediately due and payable, anything in the Contract or in this Mortgage to the contrary notwithstanding; (2) Lender shall be entitled to foreclose this Mortgage as a mortgage and shall be entitled to a judgment for a sum equal to the Debt and any additional sums paid by virtue of this Mortgage, including all costs and expenses of enforcing the same and reasonable attorneys' fees, to the extent permitted by law, and shall be entitled to a decree for the sale of the Mortgaged Property in satisfaction of said judgment foreclosing all of the rights and equities of Borrower in and to the Mortgaged Property, as well as all persons claiming under them and at which sale appraisement of the Mortgaged Property is hereby expressly waived by Borrower; (3) Lender shall continue to have the optional rights to exercise any or all other powers, rights and remedies given Lender by this Mortgage and the repayment of all such funds with interest thereon as hereinabove provided shall be secured by this Mortgage; (4) Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code; and (5) Lender shall have, in addition to the foregoing, all rights and remedies given by law and equity, including the right to have a receiver appointed for the Mortgaged Property. No remedy granted or conferred by this Mortgage is intended to be exclusive of any other remedy or remedies and each and every remedy shall be cumulative and shall be in addition to every remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Lender to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein and every right, power and remedy given by this Mortgage or now or hereafter existing at law or in equity or by statute may be exercised from time to time and as often as may be deemed expedient by Lender.

Defaults. The following shall be events of default under this NoteIf Client: a. Maker’s failure to remit any (i) defaults in the payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in sum of money due; (ii) breaches this Note or Agreement in any other written agreement between Maker and Holder if such failure is not cured material respect or otherwise defaults in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default material respect in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement performance of any action of its obligations; or (iii) commits an act of bankruptcy or becomes the subject of any proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal becomes insolvent or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its propertyClient's property becomes subject to any levy, seizure, assignment, application, or its making sale for or by any creditor or governmental agency; then, in any such event, Fiserv may, upon written notice, terminate this Agreement and be entitled to recover from Client as liquidated damages an amount equal to the present value of an assignment all payments remaining to be made hereunder for the benefit remainder of creditors the initial term or any renewal term of this Agreement. For purposes of the admission by it preceding sentence, present value shall be computed using the "prime" rate (as published in writing The Wall Street Journal) in effect at the date of its inability termination and "all payments remaining to pay its debts generally as they become duebe made" shall be calculated based on the average bills for the 3 months immediately preceding the date of termination. Client agrees to reimburse Fiserv for any expenses Fiserv may incur, or including reasonable attorneys' fees, in taking any of the taking of corporate action by the Maker in furtherance of any such actionforegoing actions. IF FISERV: (I) BREACHES THIS AGREEMENT IN ANY MATERIAL RESPECT OR OTHERWISE DEFAULTS IN ANY MATERIAL RESPECT IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS; orOR (II)COMMITS AN ACT OF BANKRUPTCY OR BECOMES THE SUBJECT OF ANY PROCEEDING UNDER THE BANKRUPTCY CODE OR BECOME INSOLVENT OR IF ANY SUBSTANTIAL PART OF FISERV'S PROPERTY BECOMES SUBJECT TO ANY LEVY, SEIZURE, ASSIGNMENT, APPLICATION, OR SALE FOR OR BY ANY CREDITOR OR GOVERNMENTAL AGENCY; THEN, IN ANY SUCH EVENT, CLIENT MAY, UPON WRITTEN NOTICE, TERMINATE THIS AGREEMENT, WITHOUT PENALTY OR DECONVERSION FEES.

Defaults. The occurrence of any one or more of the following events shall be considered events of default by Tenant under this NoteLease: a. Maker’s failure (a) Tenant shall fail to remit make any payment under this Note on before of Rent or any other payment required to be made by Tenant hereunder when due; or (b) Tenant shall fail in keeping, observing or performing any of the date dueother covenants or agreements herein contained to be kept, if observed and performed by Tenant, and such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days;days after notice thereof in writing to Tenant; or e. The commencement of (c) Tenant, if any, shall make any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it in writing appointment of its inability to pay its debts generally as they become duea receiver for themselves or any of their property, shall file for or be adjudged an involuntary bankrupt, or a decree or order for reorganization under the taking of corporate action by Federal bankruptcy laws as now or hereafter amended, or under the Maker in furtherance laws of any state, shall be entered against Tenant, and any such action; ordecree or judgment or order shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof. Upon the occurrence of any one or more of such events, Tenant shall be in default hereunder. Upon a default by Tenant, Landlord may apply and retain all sums deposited with Landlord hereunder, and Landlord may, at its election, terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease. Upon termination of the Lease, or upon any termination of the Tenant’s right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to the Landlord, and Tenant hereby grants to the Landlord the full and free right, without demand or notice of any kind to Tenant, to enter into and upon the Premises, with or without process of law, and to repossess the Premises as the Landlord’s former estate and to expel or remove the Tenant and any others who may be occupying the Premises, without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer, without incurring any liability for any damage resulting therefrom and without relinquishing the Landlord’s rights to Rent or any other right given the Landlord hereunder or by operation of law. Tenant shall pay on demand all costs and expenses, including attorneys’ fees and costs, incurred by Landlord in recovering sums due hereunder, recovering possession of the Premises, or otherwise enforcing this Lease or pursuing Landlord’s rights and remedies against Tenant or any assignee, sublessee or other transferee.

Defaults. The Tenant agrees that upon the occurrence of any one or more of the following events that continues beyond any applicable cure period Tenant shall be events of considered in default under this NoteLease (each, a “Tenant Default”) as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolventapproving, or approving as properly filed filed, a petition seeking reorganization, arrangement, adjustment or composition answer filed against Tenant asking reorganization of or in respect of the Maker Tenant under the federal Bankruptcy Code bankruptcy laws as now or any other applicable federal or state lawhereafter amended, or appointing a receiverunder the laws of any state, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been stayed pending appeal, vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the federal bankruptcy laws as now or insolventhereafter amended, or the Tenant shall institute any proceedings or give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, laws or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (d) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside or stayed pending appeal within sixty (60) days from the date of entry or granting thereof; or (e) Tenant shall fail to make any payment of Rent or any other payment required to be made by Tenant hereunder when due as herein provided and such failure to pay shall continue for ten (10) days after written notice thereof from Landlord to Tenant; or (f) Tenant shall fail to keep, observe or perform any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, other than those referred to in the foregoing subparagraph (e) of this Section, and such default shall continue for thirty (30) days after written notice from Landlord to Tenant specifying such default and requiring that it be remedied, unless such default shall reasonably require a longer period to cure as agreed to in writing by the Parties, in which case Tenant shall not be deemed in default and shall have such agreed upon additional reasonable period of time as is necessary to cure such default provided Tenant commences the required performance promptly and thereafter diligently pursues and completes such action. Upon the occurrence of any one or more of such Tenant Defaults, Landlord may, at its election, terminate this Lease, or terminate Tenant’s right to possession only, without terminating this Lease. Upon termination of this Lease, or upon termination of ▇▇▇▇▇▇’s right to possession without termination of this Lease, ▇▇▇▇▇▇ shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord. Upon termination of this Lease for a Tenant Default, Landlord shall be entitled to recover as damages, all Rent and other sums due and payable by Tenant on the date of termination, plus: (1) an amount equal to the value of the Rent and other sums provided herein to be paid by Tenant for the balance of the then-current Term hereof, less the fair rental value of the Amphitheater, Amphitheater Site and Premises and all other Improvements thereon for the balance of the then-current Term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including, if applicable, expenses hereinafter described relating to recovery of the Amphitheater and Premises, preparation for reletting and reletting itself); and, (2) the cost of performing any other covenants to be performed by ▇▇▇▇▇▇. If Landlord elects to terminate Tenant’s right to possession only, without terminating this Lease, Landlord may, at Landlord’s option, enter into the Amphitheater and Amphitheater Site and Premises, remove Tenant’s signs and other evidences of ownership or tenancy, and take hold and possession thereof as hereinabove provided, without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from Tenant’s obligations to pay the Rent hereunder for the full Term or from any other of its inability obligations under this Lease. Landlord shall use good faith, commercially reasonable efforts to relet all or any part of the Amphitheater and Amphitheater Site and Premises for such rent and upon such terms as shall be reasonably satisfactory to Landlord (including the right to relet the Amphitheater and Amphitheater Site and Premises for a term greater or lesser than that remaining under this Lease Term). For the purposes of such reletting, Landlord may, at its sole cost, decorate or make any repairs, changes, alterations or additions in or to the Amphitheater and Amphitheater Site and Premises that may be necessary or convenient. If Landlord does not relet the Amphitheater and Amphitheater Site and/or Premises, Tenant shall pay its debts generally as they become dueto Landlord, on demand, damages equal to the amount of the Rent, and other sums provided herein to be paid by Tenant for the remainder of the then-current Lease Term less the fair rental value of the Amphitheater and Amphitheater Site and Premises and all other Improvements thereon for the balance of the then-current Term. If the Amphitheater and Amphitheater Site and/or Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such reletting (but excluding decorating, changes, alterations, additions or improvements) and the collection of the rent accruing therefrom (including, but not by way of limitation, attorney’s fees and broker’s commissions), to satisfy the Rent and other charges herein provided to be paid for the remainder of the then-current Lease Term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Section from time to time. Notwithstanding the foregoing or anything in this Lease to the contrary, ▇▇▇▇▇▇▇▇’s right to terminate this Lease (or Tenant’s right of possession hereunder) upon the occurrence of a Tenant Default shall only be available to Landlord in the event that all other remedies available to Landlord hereunder, or at law or in equity (including, without limitation, monetary damages, and any specific performance, self- help, injunctive and equitable remedies available at law or in equity) are inadequate to reasonably compensate Landlord for its actual damages due to such Tenant Default. Landlord hereby covenants and agrees to Tenant that Landlord will use its good faith, commercially reasonable efforts to mitigate its damages to the taking of corporate action by greatest extent reasonably possible in the Maker in furtherance event of any such action; ordefault by Tenant.

Defaults. The following Buyer shall be events deemed in default hereunder upon the occurrence of default under this Note:any of the following (a “Default”): a. Maker’s (a) The failure of Buyer to remit pay, when due (whether by scheduled maturity, acceleration or otherwise), any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure principal or interest required to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than be made by this Note, which shall continue for a period unless Buyer is at such time prohibited from making such payment under the terms of twenty (20) daysthe Subordination Agreement; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order (b) Buyer shall have entered against it by a court having jurisdiction thereof a decree or order for relief in the premises adjudging the Maker bankrupt respect to Buyer in an involuntary case under any applicable bankruptcy, insolvency or insolventother similar law now or hereafter in effect, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee assignee, custodian, trustee, sequestrator or trustee of the Maker, other similar official shall be appointed for Buyer or for any substantial part if its of Buyer’s property, or ordering the winding up or liquidation of its affairsBuyer’s affairs shall have been ordered; (c) Buyer shall commence a voluntary case under any applicable bankruptcy, and insolvency or other similar law now or hereafter in effect or consent to the continuance entry of an order for such relief in an involuntary case under any such decree or order unstayed and in effect for a period of twenty (20) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition involuntary case shall commence, and not be dismissed within sixty (60) days, or Buyer shall consent to the appointment of or taking possession by a receiver, liquidator, assignee assignee, trustee, custodian, sequestrator or trustee of the company, other similar official for Buyer or of for any substantial part of its Buyer’s property, or its making of an make any general assignment for the benefit of creditors creditors; (d) Buyer shall default in the observance or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance performance of any other agreement or condition relating to such actionindebtedness, beyond any applicable grace period, provided that such default or other event or condition is to cause such indebtedness to become immediately due; or (e) A dissolution or liquidation of Buyer shall have been approved, declared or shall have occurred.

Defaults. The VITAL further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. VITAL shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against VITAL asking reorganization of VITAL under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. VITAL shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution VITAL shall institute any proceedings for relief of VITAL under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. VITAL shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for VITAL or any of the property of VITAL; or D. VITAL shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of VITAL shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof, or G. VITAL shall abandon the Premises (meaning failure to operate in the Premises for a period of ten consecutive days) during the Term hereof, or H. VITAL shall default in any payment of Rent required to be made by VITAL hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in writing to VITAL; or I. VITAL shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sub-Sublease or shall default with respect to lien claims as set forth in Section 21 of this Sub-Sublease and either such default shall continue for five (5) days after notice thereof in writing to VITAL; or J. VITAL shall, by its act of omission to act, cause a default under the Sublease or Prime Lease and such default shall not be cured within the time, if any, permitted for such cure under the Sublease or Prime Lease; or K. VITAL shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by VITAL, and such default shall continue for thirty (30) days after notice thereof in writing to VITAL.

Defaults. The Tenant further agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as said term is used herein, that is to say, if: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsA. Tenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawState, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or B. Tenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in effect for a period of twenty (20) days; g. Maker’s institution of proceedings bankruptcy, or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws now or insolventhereafter amended, or the consent by it to the institution Tenant shall institute any proceedings for relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or C. Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission by it appointment of a receiver for Tenant or any of the property of Tenant; or D. Tenant shall admit in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; or E. The Sub-leased Premises are levied on by any revenue officer or similar officer; or F. A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated, stayed or set aside within sixty (60) days from the date of entry or granting thereof; or G. Tenant shall abandon the Sub-leaed Premises during the Term hereof; or H. Tenant shall default in any payment of Rent required to be made by Tenant hereunder when due as herein provided and such default shall continue for five (5) days after notice thereof in writing to Tenant; or I. Tenant shall default in securing insurance or in providing evidence of insurance as set forth in Section 11 of this Sublease or shall default with respect to lien claims as set forth in Section 19 of this Sublease and either such default shall continue for five (5) days after notice thereof in writing to Tenant; or J. Tenant shall, by its act or omission to act, cause a default under the Prime Lease and such default shall not be cured within the time, if any permitted for such cure under the Prime Lease; or K. Tenant shall default in any of the other covenants and agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant. L. Default under any franchise or license pursuant to which Tenant conducts business at the Sub-leased Premises, if in the Landlord’s judgment such default in light of commercially reasonable standards and industry practice would have a material adverse affect on the Sub-leased Premises, which default is not cured within thirty (30) days after notice thereof in writing to Tenant.

Defaults. The following This Lease and the Term and estate hereby granted are subject to the express limitation that (i) whenever Tenant shall be events default in the payment of default under this Note: a. Maker’s failure any installment of rent, additional rent or any other charge payable by Tenant to remit Landlord or any payment under this Note on before day upon which the date same is due, if and such failure is not cured in full within default shall continue for five (5) calendar days after written notice thereof shall be given by Landlord to Tenant; or (ii) whenever Tenant shall do or permit anything to be done, whether by action or inaction, contrary to any covenant or agreement on the part of Tenant herein contained or contrary to any of the terms, provisions or conditions of this Lease on the part of Tenant to be kept or performed, or shall fail in the keeping or performance of any of the covenants, agreements, terms, provisions or conditions contained in this Lease, which on the part or behalf of Tenant are to be kept or performed, and if such situation shall continue and shall not be remedied by Tenant within fifteen (15) days after Landlord shall have given to Tenant a written notice specifying the same, or, in the case of a happening or default which for causes beyond Tenant's control cannot with due diligence be cured within a period of fifteen (15) days, if Tenant shall not duly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same, or shall not remedy the same within a reasonable time; or (iii) whenever Tenant shall desert or abandon the Leased Premises or the same shall become vacant (whether the keys be surrendered or nor and whether the rent be paid or not), then, in any of said cases, Landlord may end the Term of this Lease by giving Tenant written notice of default; b. Maker’s failure its election to perform do so, and upon the service of such notice, this Lease and the term and estate hereby granted (whether or breach of any non-monetary obligation or covenant not the Term shall theretofore have commenced) shall expire and terminate with the same effect as if that day were the date hereinbefore set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable laws, or otherwise; d. Default in for the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect expiration of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee Term of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and this Lease but Tenant shall remain liable for damages as provided in effect for a period of twenty (20Article 25(a) days; g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action; orhereof.

Defaults. The Tenant agrees that any one or more of the following events shall be events considered Events of default under this NoteDefault as that term is used herein: a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within five (5a) days of written notice of default; b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten (10) days following delivery of written notice thereof from Holder to Maker; c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws and/or any applicable lawsTenant shall be adjudged an involuntary bankrupt, or otherwise; d. Default in the Maker’s obligation for borrowed money, other than this Note, which shall continue for a period of twenty (20) days; e. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent; f. The entry of a decree or order by approving, as properly filed, a court having jurisdiction in petition or answer filed against Tenant asking reorganization of Tenant under the premises adjudging the Maker bankrupt Federal bankruptcy laws as now or insolventhereafter amended, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy Code or laws of any other applicable federal or state lawstate, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairsshall be entered, and the continuance of any such decree or judgment or order unstayed shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in effect for a period of twenty (20) days; g. Maker’s institution of proceedings any petition in bankruptcy or any petition pursuant or purporting to be adjudicated a bankrupt pursuant to the Federal bankruptcy laws as now or insolventhereafter amended, or the Tenant shall institute any proceeding or shall give its consent by it to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Code laws or any other applicable federal or state law, or its consent laws relating to the filing relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or (c) Tenant shall make any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or shall apply for or consent to the admission appointment of a receiver for Tenant or any of the property of Tenant; or (d) The Leased Premises are levied upon by it any revenue officer or similar officer; or (e) A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Tenant shall abandon the Leased Premises or vacate the same during the term hereof; or (g) Tenant shall default in any payment of Rent or in any other payment required to be made by Tenant hereunder when due as herein provided (all of which other payments shall be deemed "additional rent" payable hereunder), or shall default under Section 6.1 or Section 21.1 hereof, and any such default shall continue for five (5) days after notice thereof in writing to Tenant; or (h) Tenant shall fail to contest the validity of its inability any lien or claimed lien and give security to pay its debts generally as they become dueLandlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the taking same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or (i) Tenant shall default in keeping, observing or performing any of corporate action the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for twenty (20) days after notice thereof in writing to Tenant or shall exist at the Maker expiration of the Lease term; or (j) Tenant shall default in furtherance keeping, observing or performing any covenant or agreement herein contained to be kept, observed and performed by Tenant, which default may result in an imminent risk of damage to property (including without limitation the Leased Premises or the improvements thereon) or injury to or death of persons, and such default shall not be cured immediately upon notice thereof to Tenant (which notice may be oral); or (k) Tenant shall default (with time to cure expired) under any other lease made by Tenant for any other premises owned by Landlord or managed by Landlord or by any successor to Landlord as the agent for Landlord or the beneficiary of Landlord; or (l) Tenant shall repeatedly be late in the payment of rent or other charges required to be paid hereunder (which for the purposes of this Lease shall mean that three (3) payments are late in any twelve (12) month period), or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such actionpayment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); or (m) In the event that the Tenant subleases or assigns this Lease without the consent of the Landlord, which consent shall not be unreasonably withheld or delayed.