Common use of COVENANTS OF BORROWER Clause in Contracts

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

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

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

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

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

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees with the Lender and the Hedge Counterparty that, so long as followsany Advance is outstanding and until the later to occur of the payment in full of all Secured Obligations and the termination of this Loan Agreement: (a) The Borrower will at all times ensure that (A) its managers and officers act independently and in its interests, (B) it shall at all times maintain at least one independent manager who is not currently and has not been formerly an officer, director, manager or employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by LEAF or an Affiliate thereof), (C) its assets are not commingled with those of LEAF, any other Affiliate of the Borrower or any other Person, (D) its board of managers duly authorizes all of its corporate actions, and (E) it maintains separate and accurate records and books of account and such books and records are kept separate from those of LEAF and any other Person. (b) The Borrower shall hold such appropriate meetings of its board of managers or distribute appropriate unanimous consents in lieu of a meeting as are necessary to authorize all the Borrower's corporate actions required by law to be authorized by the board of managers, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities. (c) The Borrower shall at all times hold itself out to the public under the Borrower's own name as a legal entity separate and distinct from its Affiliates. (d) The Borrower shall not incur any Indebtedness, other than the Indebtedness contemplated by this Loan Agreement and the other Loan Documents. (e) To the extent that the Borrower and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (f) The Borrower will preserve and maintain its legal existence as a Delaware limited liability company organized solely under the laws of the State of Delaware. (g) The Borrower will preserve and maintain all of its material rights, privileges, licenses and franchises. (h) The Borrower will comply with the requirements of all applicable Requirements of Law (including, without limitation, the Truth in Lending Act and all environmental laws). (i) The Borrower will maintain accurate and complete records and books of account with respect to the Collateral and the Borrower's business, in which complete entries will be made in accordance with GAAP. (j) The Borrower shall give notice to the Lender and the Hedge Counterparty, promptly: (i) upon the Borrower becoming aware of, and in any event within one (1) Business Day after, the occurrence of any Default or any event of default or default under any other Loan Document, any Other Financing Facility, or any other material agreement of the Borrower; (ii) upon, and in any event within three (3) Business Days after, service of process on the Borrower, or any agent thereof for service of process, in respect of any legal or arbitrable proceedings affecting the Borrower (1) that questions or challenges the validity or enforceability of any of the Loan Documents or (2) in which the amount in controversy exceeds $1,000,000; (iii) upon the Borrower becoming aware of any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect or to cause a Default; and (iv) of entry of a judgment or decree in respect of the Borrower, its assets or the Collateral in an amount in excess of $1,000,000. Each notice pursuant to this clause (j) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken or proposes to take with respect thereto. (k) The Borrower shall furnish to the Lender and the Hedge Counterparty, as soon as available, copies of any and all proxy statements, financial statements and reports which the Borrower sends to its shareholders, and copies of all (if any) regular, periodic and special reports, and all registration statements filed with the Securities and Exchange Commission or any Governmental Authority which supervises the issuance of securities by the Borrower and any press releases concerning the Borrower. (l) The Borrower will furnish to the Lender and the Hedge Counterparty from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender or the Hedge Counterparty may reasonably request, all in reasonable detail. (m) Upon discovery by the Borrower of any Borrowing Base Deficiency (including, without limitation, pursuant to a notice delivered by the Lender or the Servicer to the Borrower), the Borrower shall deliver a Borrowing Base Deficiency Notice to the Lender no later than 12:00 p.m., New York City time, on the second Business Day succeeding such discovery (and, in any event, prior to any prepayment to be made by the Borrower pursuant to Section 2.07(a)(i)), which Borrowing Base Deficiency Notice shall (x) contain a description of the cause of such deficiency, and (y) set forth the manner in which the Borrower will cure such deficiency pursuant to, and in accordance with, Section 2.07(a). If at any time there exists a Borrowing Base Deficiency, the Borrower shall cure the same in accordance with Section 2.07(a) hereof. If the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(i), the Borrower shall prepay the amount described therein on the second Business Day immediately succeeding such discovery. If the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(ii), it shall deliver the necessary Funding Date Documentation and related Contract Schedule (identifying the Eligible Contracts to be pledged as additional Collateral) to the Collateral Agent on the second Business Day succeeding such discovery. (n) Prior to the termination of this Loan Agreement and each other Loan Document and the payment of all outstanding Secured Obligations and any other amounts payable pursuant hereto and thereto, the Borrower will not sell all or substantially all of its assets without the prior written consent of the Lender. (o) [Reserved]. (p) The Borrower shall (i) fulfillnot enter into any transaction of merger or consolidation or amalgamation, perform and observe each and every condition and covenant or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of landlord or lessor contained in each its assets without the prior written consent of the Leases; Lender, and (ii) give prompt notice preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its organization. (q) The Borrower will defend the Collateral against, and will take such other action as is necessary to Lender remove, any Lien, security interest or claim on or to the Collateral, other than the security interests created under this Loan Agreement, and the Borrower will defend the right, title and interest of any claim of default under the Collateral Agent in and to any of the Leases, whether given Collateral against the claims and demands of all Persons whomsoever. (r) The Borrower will not incur or permit any Lien to exist on its assets other than Liens arising under the Loan Documents. (s) Except as contemplated by the Tenant to BorrowerLoan Documents (including the Servicing Agreement), the Borrower will not lease, transfer, assign, sell or given by Borrower to the Tenant, together with a complete copy otherwise dispose of any such notice; (iii) at no cost or expense to Collateral without the prior written consent of the Lender, enforceand in any case unless the Proceeds of such sale are applied to repay the Advances, short of terminationand after giving effect to such transaction, any Advances then outstanding do not exceed the performance Borrowing Base. (t) The Lender shall not authorize the Borrower to, and observance of each and every covenant and condition of each the Borrower shall not (without the prior written consent of the LeasesLender), to be performed or observed by the Tenant thereunder; and (iv) appear in and defend enter into any action arising out oftransaction, or in any manner connected withincluding, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Person (including, without limitation any Affiliate, any shareholder, director, manager, officer or employee (or any relative thereof) of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder; such Affiliate) unless such transaction is (a) not otherwise prohibited under this Loan Agreement or any other Loan Document, (b) in the ordinary course of the Borrower's business and (c) upon fair and reasonable terms no less favorable to the Borrower shall than it would obtain in a comparable arm's-length transaction. (u) Without the prior written consent of the Lender, the Borrower will not, nor will it permit or allow others to, amend, modify, terminate or waive any provision of any Contract Document, except to the extent otherwise expressly permissible under the Loan Documents. Notwithstanding the foregoing, the Borrower may, without the prior written consent of the Lender, waive any assumption fees, late payment charges, charges for checks returned for insufficient funds, or other fees which may be collected in the ordinary course of servicing the Contracts. The Borrower shall take such actions as the Lender shall request to enforce the Borrower's rights under the Contracts, and, at any time during which a Default shall have occurred and be continuing, shall take such actions as are necessary to enable the Collateral Agent (at the direction of the Lender) to exercise such rights in the Collateral Agent's own name. (v) The Borrower will observe all corporate procedures required by its certificate of formation, its limited liability company agreement and the laws of its jurisdiction of formation. The Borrower will maintain its corporate existence in good standing under the laws of its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign business entity in any other state in which it does business and in which it is required to so qualify. (w) The Borrower will pay its operating expenses and liabilities from its own assets; provided, however, that the Borrower's organizational expenses and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by LEAF. (x) The Borrower will not have any of its indebtedness guaranteed by LEAF or any Affiliate of LEAF. Furthermore, the Borrower will not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of LEAF and the Borrower will not engage in business transactions with LEAF, except on an arm's-length basis. The Borrower will not hold LEAF out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of LEAF to state that the Borrower is a separate corporate entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower's assets prior to any value in the Borrower becoming available to the Borrower's equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower's separate identity. (y) The Borrower shall take all actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to LEAF and the Borrower, issued in connection with the Acquisition Agreement and relating to the issues of substantive consolidation and true sale of the Contracts. (z) Except as otherwise provided herein or in any other Loan Document, the Borrower shall not (i) modify sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Contract, any Receivables related thereto or any other Collateral related thereto, or upon or with respect to any account to which any collections of any Contract are sent, or assign any right to receive income in respect thereof or (ii) create or suffer to exist any Lien upon or with respect to any of the Leases; Borrower's assets. (iiaa) The Borrower will not account for or treat (whether in financial statements or otherwise) the transactions contemplated by the Acquisition Agreement in any manner other than the sale or capital contribution of Contracts and other Collateral by LEAF to the Borrower, it being understood that the Advances to the Borrower under this Loan Agreement will be treated as debt on the consolidated financial statements of LEAF. (bb) The Borrower will not amend, modify, waive or terminate the term any terms or accept the surrender of any conditions of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, Acquisition Agreement without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;shall perform its obligations thereunder. (dcc) The Borrower will not amend, modify or otherwise make any change to its certificate of formation without the prior written consent of the Lender. (dd) The Borrower shall protectdeliver or cause to be delivered to the Collateral Agent two Business Days before each Funding Date the Funding Date Documentation with respect to the Contracts being pledged hereunder on such Funding Date. (ee) The Borrower shall deliver to the Lender on each Purchase Date a copy of the Assignment delivered to it on such Purchase Date. (ff) The Borrower shall be in compliance with the Hedging Strategy with respect to each Advance. (gg) The Borrower will use the proceeds of the Advances solely for the purposes set forth in Section 2.10 hereof. (hh) The Borrower shall promptly give notice to the Lender of the occurrence of (a) any Facility Termination Event, indemnify specifying the event and save harmless Lender from and against all liabilitiesthe action which the Borrower proposes to take with respect thereto, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expensesb) imposed upon any event or incurred by Lender by reason of this Assignment and any claim occurrence which will or demand whatsoever which may could reasonably be asserted against Lender by reason expected to adversely affect the collectibility of any alleged obligation material portion of the Contracts or undertaking the ability of LEAF to be performed service such Contracts or discharged by Lender the ability of LEAF or the Borrower to perform its obligations under this Assignment. In the any Loan Document to which it is a party or any other event Lender incurs any liability, loss or damage by reason of this Assignment, occurrence which individually or in the defense aggregate could reasonably be expected to materially and adversely affect LEAF's or the Borrower's financial condition, operations, business or prospects or the interests of the Lender and/or the Hedge Counterparty under this Loan Agreement, the Note or any claim other Loan Document. (ii) The Borrower shall pay and discharge all taxes and governmental charges upon it or demand against any of its properties or assets or its income prior to the date after which penalties attach for failure to pay, except (a) to the extent that the Borrower shall be contesting in good faith in appropriate proceedings its obligation to pay such taxes or charges, adequate reserves having been set aside for the payment thereof, or (b) with respect to such taxes and charges which are not material in either nature or amount such that any failure to pay or discharge them, and any resulting penalties, either in any one instance or in the aggregate, would not materially and adversely affect the financial condition, operations, business or prospects of the Borrower or the interests of the Lender and/or the Hedge Counterparty under this Loan Agreement, the Note or any other Loan Document. (jj) At the request of the Lender, the Borrower shall execute such financing statements as Lender determines may be required by law to perfect, maintain and protect the security interest of Collateral Agent in the Collateral and in the Proceeds thereof. (kk) [Reserved]. (ll) The Borrower shall pay to the Lender, on demand, any and all fees, costs or expenses which the Lender pays to a bank or other similar institution arising out of or in connection with this Assignment, the amount return of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note payments from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of deposited for collection by the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveLender. (gmm) At The Borrower shall pay and perform, as and when due, all of its obligations of whatever nature, except where the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits amount or validity thereof is currently being contested in good faith by appropriate proceedings and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases reserves in conformity with GAAP with respect thereto have been placed in a separate account in accordance with applicable law.provided on the books of the Borrower, and except to the extent t

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

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as followsthat --------------------- Borrower shall: (a) Borrower shall (i) Fulfill, perform and observe, or cause the Management Company to fulfill, perform and observe each and every condition and covenant observe, in all material respects, all of the obligations of landlord or lessor contained in each of under the Leases; ; (iib) give Give prompt written notice to Lender of any default or claim of default by the Borrower or by the Lessee under any of the LeasesLeases as soon as Borrower receives notice of or otherwise becomes aware of the same, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together along with a complete copy of any written notice of such notice; default or claim of default; (iiic) at no cost or expense Use commercially reasonable efforts to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed Leases by the Tenant thereunder; and Lessees, consistent with Borrower's past operating practices (ivLender acknowledges that Borrower may, based on its reasonable business judgment, elect not to enforce a Lease against a Lessee or to exercise any remedies in connection therewith); (d) appear in and defend any action arising out ofNot alter, modify, amend, terminate or in any manner connected with, cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the obligations Leases, other than in the ordinary course consistent with Borrower's past practices at the Real Property; (e) Not collect or liabilities accept Revenue more than one month in advance of Borrower the time any such Revenue becomes due, other than for payments of final month's rent customarily collected at lease inception and collecting any room revenues generated by the operation of the hotel on the Real Property in advance and monthly collections of annualized expense and tax escrows, except for deposits to hold advance room reservations which occur in the ordinary course of business; (f) Not execute any future Leases without the prior written consent of Lender; provided, however, that Lender's consent shall not be required for future leases that: (i) are written on the current standard form of lease previously approved by Lender with no material changes thereto, and (ii) contain neither an option to cancel (other than as provided in a form of lease approved in advance in writing by Lender) nor any ownership interest rights for the landlord thereundertenant; (g) Except as expressly permitted by the terms of the Mortgage, not execute any assignment of the landlord's interest under any of the Leases or of the Tenant Revenues or any guarantor thereunderinterest therein or suffer or permit such to occur by operation of law; (bh) Borrower shall notNot permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage and the single subordinate mortgage lien described in Section 17 of the Mortgage; (i) Not alter, modify, change, release, waive, cancel, or terminate the terms of any guarantee of any of Lessee's obligation under any of the Leases in whole or in part without the prior written consent of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lenderin the ordinary course consistent with Borrower's past practices at the Real Property; (cj) Borrower shall not, without the prior Give prompt written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by notice to Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation notice received by Borrower from any governmental authority relating to the actual or undertaking to be performed threatened governmental imposition of rent regulations or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignmentcontrols on, or in the defense of any claim or demand arising out of or in connection with this Assignmentaffecting, the amount of such liabilityPremises, loss or damage shall be added to the IndebtednessLeases, shall bear interest at and/or the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveRents. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

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

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees with --------------------- the Lender, the Hedge Counterparty and the Insurer, that, so long as followsany Advance is outstanding and until the later to occur of the payment in full of all Secured Obligations and the termination of this Loan Agreement: (a) The Borrower will at all times ensure that (A) its directors and officers act independently and in its interests, (B) it shall at all times maintain at least two independent directors each of whom is not currently and has not been formerly an officer, director or employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by TFC or an Affiliate thereof), (C) its assets are not commingled with those of TFC, any other Affiliate of the Borrower or any other Person, (D) its board of directors duly authorizes all of its corporate actions, and (E) it maintains separate and accurate records and books of account and such books and records are kept separate from those of TFC and any other Person. (b) The Borrower shall hold such appropriate meetings of its board of directors or distribute appropriate unanimous consents in lieu of a meeting as are necessary to authorize all the Borrower's corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities. (c) The Borrower shall at all times hold itself out to the public under the Borrower's own name as a legal entity separate and distinct from its Affiliates. (d) The Borrower shall not incur any Indebtedness, other than the Indebtedness contemplated by this Loan Agreement. (e) To the extent that the Borrower and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (f) The Borrower will preserve and maintain its legal existence as a Delaware corporation. (g) The Borrower will preserve and maintain all of its material rights, privileges, licenses and franchises. (h) The Borrower will comply with the requirements of all applicable Requirements of Law (including, without limitation, the Truth in Lending Act and all environmental laws). (i) The Borrower will maintain accurate and complete records and books of account with respect to the Collateral and the Borrower's business, in which complete entries will be made in accordance with GAAP consistently applied. (j) The Borrower shall give notice to the Lender, the Hedge Counterparty and the Insurer, promptly: (i) upon the Borrower becoming aware of, and in any event within one (1) Business Day after, the occurrence of any Default or any event of default or default under any other Loan Document, any Other Warehouse Facility, or any other material agreement of the Borrower; (ii) upon, and in any event within three (3) Business Days after, service of process on the Borrower, or any agent thereof for service of process, in respect of any legal or arbitrable proceedings affecting the Borrower (1) that questions or challenges the validity or enforceability of any of the Loan Documents or (2) in which the amount in controversy exceeds $100,000; (iii) upon the Borrower becoming aware of any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect or to cause a Default; and (iv) of entry of a judgment or decree in respect of the Borrower, its assets or the Collateral in an amount in excess of $100,000. Each notice pursuant to this clause (j) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken or proposes to take with respect thereto. (k) The Borrower shall furnish to the Lender, the Hedge Counterparty and the Insurer, as soon as available, copies of any and all proxy statements, financial statements and reports which the Borrower sends to its shareholders, and copies of all (if any) regular, periodic and special reports, and all registration statements filed with the Securities and Exchange Commission or any Governmental Authority which supervises the issuance of securities by the Borrower and any press releases concerning the Borrower. (l) The Borrower will furnish to the Lender, the Hedge Counterparty and the Insurer from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender, the Hedge Counterparty or the Insurer may reasonably request, all in reasonable detail. (m) Upon discovery by the Borrower of any Borrowing Base Deficiency (including, without limitation, pursuant to a notice delivered by the Lender or the Servicer to the Borrower), the Borrower shall deliver a Borrowing Base Deficiency Notice to the Lender and the Insurer no later than 12:00 p.m., New York City time, on the second Business Day immediately succeeding such discovery (and, in any event, prior to any prepayment to be made by the Borrower pursuant to Section 2.07(a)(i)), which Borrowing Base Deficiency Notice shall (x) contain ------------------ a description of the cause of such deficiency, and (y) set forth the manner in which the Borrower will cure such deficiency pursuant to, and in accordance with, Section 2.07(a). If at any time there exists a Borrowing Base Deficiency, --------------- the Borrower shall cure the same in accordance with Section 2.07(a) hereof. If --------------- the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(i), the Borrower shall prepay the amount described ------------------ therein on the second Business Day immediately succeeding such discovery. If the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(ii), it shall deliver the necessary Funding Date ------------------- Documentation and related Contract Schedule (identifying the Eligible Contracts to be pledged as additional Collateral) to the Collateral Agent on the second Business Day succeeding such discovery. (n) [Intentionally Omitted]. (o) The Borrower shall deliver to the Lender, the Hedge Counterparty and/or the Insurer and/or permit the Lender, the Hedge Counterparty and/or the Insurer to inspect any property, books, valuations, records, audits or other information as the Lender, the Hedge Counterparty and/or the Insurer may reasonably request upon reasonable prior notice. (p) The Borrower shall (i) fulfillnot enter into any transaction of merger or consolidation or amalgamation, perform and observe each and every condition and covenant or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of landlord its assets (except pursuant to a Securitization for which WestLB or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower its Affiliates acts as the landlord thereunder, or of the Tenant or any guarantor thereunder; (b) Borrower shall notexclusive placement agent), without the prior written consent of Lenderthe Lender and the Insurer (so long as no Insurer Default shall have occurred and be continuing), and (iii) modify preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its organization. (q) The Borrower will defend the Collateral against, and will take such other action as is necessary to remove, any Lien, security interest or claim on or to the Collateral, other than the security interests created under this Loan Agreement, and the Borrower will defend the right, title and interest of the Collateral Agent in and to any of the Leases; Collateral against the claims and demands of all Persons whomsoever. (iir) terminate The Borrower will not incur or permit any Lien to exist on its assets other than Liens arising under the term Loan Documents. (s) The Borrower will not lease, transfer, assign, sell or accept the surrender otherwise dispose of any Collateral without the prior written consent of the Leases; Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, and in any case unless the proceeds of such sale are applied to repay the Advances, and after giving effect to such transaction, any Advances then outstanding do not exceed the Borrowing Base. (iiit) waive The Borrower shall not (without the prior written consent of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer) enter into any transaction, including, without limitation, any purchase, sale, lease or release exchange of property or the Tenant from the performance or observance by the Tenant rendering of any obligation service, with any Person (including, without limitation any Affiliate, any shareholder, director, officer or condition of employee (or any relative thereof) of the Leases; Borrower or any such Affiliate) unless such transaction is (iva) permit not otherwise prohibited under this Loan Agreement or any other Loan Document, (b) in the prepayment of any rents under any ordinary course of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues Borrower's business and profits from the Leases and from the Premises to any person or entity other than Lender; (c) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm's-length transaction. (u) Without the prior written consent of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, the Borrower will not, nor will it permit or allow others to, amend, modify, terminate or waive any provision of any Contract Document, except to the extent otherwise expressly permissible under the Loan Documents. Notwithstanding the foregoing, the Borrower may, without the prior written consent of Lenderthe Lender or the Insurer, enter into waive any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protectassumption fees, indemnify and save harmless Lender from and against all liabilitieslate payment charges, obligationscharges for checks returned for insufficient funds, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ or other fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against collected in the ordinary course of servicing the Contracts and which the Servicer is entitled to retain pursuant to the Servicing Agreement. The Borrower shall take such actions as the Lender or the Insurer shall request to enforce the Borrower's rights under the Contracts, and, at any time during which a Default shall have occurred and be continuing, shall take such actions as are necessary to enable the Collateral Agent (at the direction of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer) to exercise such rights in the Collateral Agent's own name. (v) The Borrower will observe all corporate procedures required by reason its certificate of incorporation, its by-laws and the laws of its jurisdiction of formation. The Borrower will maintain its corporate existence in good standing under the laws of its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign corporation in any other state in which it does business and in which it is required to so qualify. (w) The Borrower will pay its operating expenses and liabilities from its own assets; provided, however, that the Borrower's organizational expenses -------- ------- and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by TFC. (x) The Borrower will not have any of its indebtedness guaranteed by TFC or any Affiliate of TFC other than pursuant to the Parent Support Agreement. Furthermore, the Borrower will not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of TFC and the Borrower will not engage in business transactions with TFC, except on an arm's-length basis. The Borrower will not hold TFC out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of TFC to state that the Borrower is a separate corporate entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower's assets prior to any value in the Borrower becoming available to the Borrower's equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower's separate identity. (y) The Borrower shall take all actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel to TFC and the Borrower, issued in connection with the Purchase Agreement and relating to the issues of substantive consolidation and true sale of the Contracts. (z) Except as otherwise provided herein or in any other Loan Document, the Borrower shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Contract, any collections related thereto or any other Collateral related thereto, or upon or with respect to any account to which any collections of any alleged obligation Contract are sent, or undertaking assign any right to receive income in respect thereof or (ii) create or suffer to exist any Lien upon or with respect to any of the Borrower's assets. (aa) The Borrower will not account for or treat (whether in financial statements or otherwise) the transactions contemplated by the Purchase Agreement in any manner other than the sale of Contracts and other Collateral by TFC to the Borrower, it being understood that the Advances to the Borrower under this Loan Agreement will be treated as debt on the consolidated financial statements of TFC. (bb) The Borrower will not amend, modify, waive or terminate any terms or conditions of the Purchase Agreement without the prior written consent of the Lender and the Insurer and shall perform its obligations thereunder. (cc) The Borrower will not amend, modify or otherwise make any change to its certificate of incorporation without the prior written consent of the Lender and the Insurer. (dd) The Borrower shall deliver or cause to be performed delivered to the Collateral Agent two Business Days before each Funding Date the Funding Date Documentation with respect to the Contracts being pledged hereunder on such Funding Date. (ee) The Borrower shall deliver to the Lender and the Insurer on each Purchase Date a copy of the Assignment delivered to it on such Purchase Date. (ff) The Borrower shall be in compliance with the Hedging Strategy with respect to each Advance. (gg) The Borrower will use the proceeds of the Advances solely for the purposes set forth in Section 2.10 hereof. ------------ (hh) The Borrower shall promptly give notice to the Lender and the Insurer of the occurrence of (a) any Trigger Event or discharged by Lender under this Assignment. In Funding Termination Event, specifying the event Lender incurs and the action which the Borrower proposes to take with respect thereto, (b) any liability, loss event or damage by reason occurrence which will or could reasonably be expected to adversely affect the collectibility of this Assignment, any material portion of the Contracts or the ability of TFC to service such Contracts or the ability of TFC or the Borrower to perform its obligations under any Loan Document to which it is a party or any other event or occurrence which individually or in the defense of any claim aggregate could reasonably be expected to materially and adversely affect TFC's or demand arising out of the Borrower's financial condition, operations, business or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveprospects. (gii) The Borrower shall pay and discharge all taxes and governmental charges upon it or against any of its properties or assets or its income prior to the date after which penalties attach for failure to pay, except (a) to the extent that the Borrower shall be contesting in good faith in appropriate proceedings its obligation to pay such taxes or charges, adequate reserves having been set aside for the payment thereof, or (b) with respect to such taxes and charges which are not material in either nature or amount such that any failure to pay or discharge them, and any resulting penalties, either in any one instance or in the aggregate, would not materially and adversely affect the financial condition, operations, business or prospects of the Borrower. (jj) At the request of Lenderthe Lender or the Insurer, the Borrower immediately shall deliver execute such financing statements as Lender or the Insurer determines may be required by law to Lender evidence that all perfect, maintain and protect the security deposits interest of Collateral Agent in the Collateral and other deposits in the proceeds thereof. (whether refundable or non-refundablekk) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.The Borrower shall, and shall cause each of its Subsidiaries to

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

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

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

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

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

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

COVENANTS OF BORROWER. Borrower hereby covenants and agrees with Lender as follows: (a) Borrower shall (i) fulfillkeep, perform and observe each shall cause all operators, tenants, subtenants, licensees and every condition and covenant of landlord or lessor contained in each occupants of the Leases; (ii) give prompt notice Premises to Lender keep, the Premises in full compliance with all Environmental Laws and all Environmental Permits and shall not cause or permit the Premises or any part thereof to be used for the storage, treatment, generation, transportation, processing, handling, production or disposal of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy Hazardous Substances in violation of any such notice; (iii) at no cost Environmental Laws or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;Environmental Permits. (b) Borrower shall notcomply with, without the prior written consent and shall cause all operators, tenants, subtenants, licensees and occupants of Lender, (i) modify any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person comply with, all applicable Environmental Laws, and all orders, decrees, or entity other than Lender;directives by federal, state, or local courts or government agencies relating thereto, and shall obtain and comply with, and shall cause all operators, tenants, subtenants, licensees and occupants of the Premises to obtain and comply with all Environmental Permits. (c) Borrower shall not, without not cause or permit any change to be made in the prior written consent present or intended use of Lender, enter into the Premises which would violate any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;applicable Environmental Law or constitute non-compliance with any Environ mental Permit. (d) Borrower shall protect, indemnify and save harmless promptly provide Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason with a copy of any and all notifications it receives of alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense violation of any claim Environmental Law or demand arising out Environmental Permit and which it gives or receives with respect to any past or present Release or the threat of a Release on, at or from the Premises or any property adjacent to or within the immediate vicinity of the Premises, and, in connection with this Assignmentany event, the amount will immediately notify Lender of any such Release or threat of a Release once Borrower has knowledge of such liability, loss Release or damage shall be added to the Indebtedness, shall bear interest at the rate threat of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand;a Release. (e) Borrower shall authorize undertake and directcomplete all investigations, studies, sampling and does hereby authorize testing and direct each all removal and every other remedial actions necessary to contain, remove and clean up all Hazardous Substances that are determined to be present and future Tenant of the whole or any part of at the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with all applicable lawEnvironmental Laws and all Environmental Permits.

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees as followsthat: (a) The Borrower shall (i) fulfillwill provide to the Underwriter not later than the date of Closing, perform the Official Statement in such quantity as the Underwriter may reasonably request, and observe each will use its best efforts to amend the Official Statement if and every condition and covenant as necessary so that it will not contain any untrue statement of landlord a material fact or lessor contained omit to state a material fact necessary to make the statements therein, in each light of the Leases; (ii) give prompt notice circumstances under which they were made, not misleading. The foregoing date should be no later than seven days after the date this Bond Purchase Agreement is executed and delivered and in time to Lender of cover any claim of default under any confirmations to the purchasers of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;Bonds. (b) The Borrower shall not, without will promptly notify the prior written consent Underwriter of Lender, (i) modify any material adverse change with respect to the financing of the Leases; (ii) terminate Project as contemplated by this Bond Purchase Agreement and the term Official Statement or accept with respect to its business, properties or financial condition, occurring before Closing which would require a change in the surrender of any Official Statement in order to make the information contained therein not misleading in connection with the public offering of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender;Bonds. (c) The Borrower will cooperate with the Underwriter in the qualification of the Bonds (and, if necessary, any other security contemplated by this Bond Purchase Agreement or the Official Statement) for offering and sale in, and the determination of their eligibility for investment under the laws of, such jurisdictions as the Underwriter shall designate; provided that the Borrower shall not, without not be required to qualify to do business under the prior written laws of any jurisdiction where it is not now so qualified or to file any general consent to service of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease process where it is in form and content satisfactory to and approved in writing by Lender;not now so subject. (d) To the extent permitted by law, the Borrower shall protectwill indemnify, indemnify hold harmless, protect and save harmless Lender from defend the Issuer and its members, directors, commissioners, officials, officers and employees, past, present and future, and the Underwriter and its directors, officers and employees, past, present and future, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act (hereinafter collectively called the “Indemnified Parties”), against any and all liabilities, obligationslosses, claims, damages, penalties, causes of action, costs and liabilities or expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Official Statement (other than the information contained therein exclusively relating to bonds, borrowers or projects other than the Bonds, the Borrower or the Project and other than the information contained therein under the caption “THE AUTHORITY” and in Appendix B thereto), or any omission or alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading or (ii) an allegation or determination that registration under the Securities Act was required in connection with the issuance, purchase or sale of the Bonds or that the Indenture should have been qualified under the Trust Indenture Act of 1939, as amended. In case any action or claim shall be brought or asserted against one or more of the Indemnified Parties with respect to the matters subject to the indemnity provided by this AssignmentSection, the amount Indemnified Party or Parties shall promptly notify the Borrower in writing, and the Borrower shall promptly assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Party or Parties and the payment of all expenses. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such liability, loss or damage counsel shall be added to the Indebtedness, shall bear interest at the rate expense of Default Interest specified in such Indemnified Party or Parties unless (i) the Note from employment thereof has been specifically authorized by the date incurred until paid Borrower, (ii) the Borrower has failed to assume promptly the defense and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole employ counsel satisfactory to such Indemnified Party or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.Parties or

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

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

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees with the Lender, the Hedge Counterparty and the Insurer, that, so long as followsany Advance is outstanding and until the later to occur of the payment in full of all Secured Obligations and the termination of this Loan Agreement: (a) The Borrower will at all times ensure that (A) its directors and officers act independently and in its interests, (B) it shall at all times maintain at least two independent directors each of whom is not currently and has not been formerly an officer, director or employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by TFC or an Affiliate thereof), (C) its assets are not commingled with those of TFC, any other Affiliate of the Borrower or any other Person, (D) its board of directors duly authorizes all of its corporate actions, and (E) it maintains separate and accurate records and books of account and such books and records are kept separate from those of TFC and any other Person. (b) The Borrower shall hold such appropriate meetings of its board of directors or distribute appropriate unanimous consents in lieu of a meeting as are necessary to authorize all the Borrower's corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities. (c) The Borrower shall at all times hold itself out to the public under the Borrower's own name as a legal entity separate and distinct from its Affiliates. (d) The Borrower shall not incur any Indebtedness, other than the Indebtedness contemplated by this Loan Agreement. (e) To the extent that the Borrower and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (f) The Borrower will preserve and maintain its legal existence as a Delaware corporation. (g) The Borrower will preserve and maintain all of its material rights, privileges, licenses and franchises. (h) The Borrower will comply with the requirements of all applicable Requirements of Law (including, without limitation, the Truth in Lending Act and all environmental laws). (i) The Borrower will maintain accurate and complete records and books of account with respect to the Collateral and the Borrower's business, in which complete entries will be made in accordance with GAAP consistently applied. (j) The Borrower shall give notice to the Lender, the Hedge Counterparty and the Insurer, promptly: (i) upon the Borrower becoming aware of, and in any event within one (1) Business Day after, the occurrence of any Default or any event of default or default under any other Loan Document, any Other Warehouse Facility, or any other material agreement of the Borrower; (ii) upon, and in any event within three (3) Business Days after, service of process on the Borrower, or any agent thereof for service of process, in respect of any legal or arbitrable proceedings affecting the Borrower (1) that questions or challenges the validity or enforceability of any of the Loan Documents or (2) in which the amount in controversy exceeds $100,000; (iii) upon the Borrower becoming aware of any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect or to cause a Default; and (iv) of entry of a judgment or decree in respect of the Borrower, its assets or the Collateral in an amount in excess of $100,000. Each notice pursuant to this clause (j) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken or proposes to take with respect thereto. (k) The Borrower shall furnish to the Lender, the Hedge Counterparty and the Insurer, as soon as available, copies of any and all proxy statements, financial statements and reports which the Borrower sends to its shareholders, and copies of all (if any) regular, periodic and special reports, and all registration statements filed with the Securities and Exchange Commission or any Governmental Authority which supervises the issuance of securities by the Borrower and any press releases concerning the Borrower. (l) The Borrower will furnish to the Lender, the Hedge Counterparty and the Insurer from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender, the Hedge Counterparty or the Insurer may reasonably request, all in reasonable detail. (m) Upon discovery by the Borrower of any Borrowing Base Deficiency (including, without limitation, pursuant to a notice delivered by the Lender or the Servicer to the Borrower), the Borrower shall deliver a Borrowing Base Deficiency Notice to the Lender and the Insurer no later than 12:00 p.m., New York City time, on the second Business Day immediately succeeding such discovery (and, in any event, prior to any prepayment to be made by the Borrower pursuant to Section 2.07(a)(i)), which Borrowing Base Deficiency Notice shall (x) contain a description of the cause of such deficiency, and (y) set forth the manner in which the Borrower will cure such deficiency pursuant to, and in accordance with, Section 2.07(a). If at any time there exists a Borrowing Base Deficiency, the Borrower shall cure the same in accordance with Section 2.07(a) hereof. If the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(i), the Borrower shall prepay the amount described therein on the second Business Day immediately succeeding such discovery. If the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(ii), it shall deliver the necessary Funding Date Documentation and related Contract Schedule (identifying the Eligible Contracts to be pledged as additional Collateral) to the Collateral Agent on the second Business Day succeeding such discovery. (n) [Intentionally Omitted]. (o) The Borrower shall deliver to the Lender, the Hedge Counterparty and/or the Insurer and/or permit the Lender, the Hedge Counterparty and/or the Insurer to inspect any property, books, valuations, records, audits or other information as the Lender, the Hedge Counterparty and/or the Insurer may reasonably request upon reasonable prior notice. (p) The Borrower shall (i) fulfillnot enter into any transaction of merger or consolidation or amalgamation, perform and observe each and every condition and covenant or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of landlord its assets (except pursuant to a Securitization for which WestLB or lessor contained in each of the Leases; (ii) give prompt notice to Lender of any claim of default under any of the Leases, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Borrower its Affiliates acts as the landlord thereunder, or of the Tenant or any guarantor thereunder; (b) Borrower shall notexclusive placement agent), without the prior written consent of Lenderthe Lender and the Insurer (so long as no Insurer Default shall have occurred and be continuing), and (iii) modify preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its organization. (q) The Borrower will defend the Collateral against, and will take such other action as is necessary to remove, any Lien, security interest or claim on or to the Collateral, other than the security interests created under this Loan Agreement, and the Borrower will defend the right, title and interest of the Collateral Agent in and to any of the Leases; Collateral against the claims and demands of all Persons whomsoever. (iir) terminate The Borrower will not incur or permit any Lien to exist on its assets other than Liens arising under the term Loan Documents. (s) The Borrower will not lease, transfer, assign, sell or accept the surrender otherwise dispose of any Collateral without the prior written consent of the Leases; Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, and in any case unless the proceeds of such sale are applied to repay the Advances, and after giving effect to such transaction, any Advances then outstanding do not exceed the Borrowing Base. (iiit) waive The Borrower shall not (without the prior written consent of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer) enter into any transaction, including, without limitation, any purchase, sale, lease or release exchange of property or the Tenant from the performance or observance by the Tenant rendering of any obligation service, with any Person (including, without limitation any Affiliate, any shareholder, director, officer or condition of employee (or any relative thereof) of the Leases; Borrower or any such Affiliate) unless such transaction is (iva) permit not otherwise prohibited under this Loan Agreement or any other Loan Document, (b) in the prepayment of any rents under any ordinary course of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues Borrower's business and profits from the Leases and from the Premises to any person or entity other than Lender; (c) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm's-length transaction. (u) Without the prior written consent of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, the Borrower will not, nor will it permit or allow others to, amend, modify, terminate or waive any provision of any Contract Document, except to the extent otherwise expressly permissible under the Loan Documents. Notwithstanding the foregoing, the Borrower may, without the prior written consent of Lenderthe Lender or the Insurer, enter into waive any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protectassumption fees, indemnify and save harmless Lender from and against all liabilitieslate payment charges, obligationscharges for checks returned for insufficient funds, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ or other fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against collected in the ordinary course of servicing the Contracts and which the Servicer is entitled to retain pursuant to the Servicing Agreement. The Borrower shall take such actions as the Lender or the Insurer shall request to enforce the Borrower's rights under the Contracts, and, at any time during which a Default shall have occurred and be continuing, shall take such actions as are necessary to enable the Collateral Agent (at the direction of the Lender and, so long as no Insurer Default shall have occurred and be continuing, the Insurer) to exercise such rights in the Collateral Agent's own name. (v) The Borrower will observe all corporate procedures required by reason its certificate of incorporation, its by-laws and the laws of its jurisdiction of formation. The Borrower will maintain its corporate existence in good standing under the laws of its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign corporation in any other state in which it does business and in which it is required to so qualify. (w) The Borrower will pay its operating expenses and liabilities from its own assets; provided, however, that the Borrower's organizational expenses and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by TFC. (x) The Borrower will not have any of its indebtedness guaranteed by TFC or any Affiliate of TFC other than pursuant to the Parent Support Agreement. Furthermore, the Borrower will not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of TFC and the Borrower will not engage in business transactions with TFC, except on an arm's-length basis. The Borrower will not hold TFC out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of TFC to state that the Borrower is a separate corporate entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower's assets prior to any value in the Borrower becoming available to the Borrower's equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower's separate identity. (y) The Borrower shall take all actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel to TFC and the Borrower, issued in connection with the Purchase Agreement and relating to the issues of substantive consolidation and true sale of the Contracts. (z) Except as otherwise provided herein or in any other Loan Document, the Borrower shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Contract, any collections related thereto or any other Collateral related thereto, or upon or with respect to any account to which any collections of any alleged obligation Contract are sent, or undertaking assign any right to receive income in respect thereof or (ii) create or suffer to exist any Lien upon or with respect to any of the Borrower's assets. (aa) The Borrower will not account for or treat (whether in financial statements or otherwise) the transactions contemplated by the Purchase Agreement in any manner other than the sale of Contracts and other Collateral by TFC to the Borrower, it being understood that the Advances to the Borrower under this Loan Agreement will be treated as debt on the consolidated financial statements of TFC. (bb) The Borrower will not amend, modify, waive or terminate any terms or conditions of the Purchase Agreement without the prior written consent of the Lender and the Insurer and shall perform its obligations thereunder. (cc) The Borrower will not amend, modify or otherwise make any change to its certificate of incorporation without the prior written consent of the Lender and the Insurer. (dd) The Borrower shall deliver or cause to be performed delivered to the Collateral Agent two Business Days before each Funding Date the Funding Date Documentation with respect to the Contracts being pledged hereunder on such Funding Date. (ee) The Borrower shall deliver to the Lender and the Insurer on each Purchase Date a copy of the Assignment delivered to it on such Purchase Date. (ff) The Borrower shall be in compliance with the Hedging Strategy with respect to each Advance. (gg) The Borrower will use the proceeds of the Advances solely for the purposes set forth in Section 2.10 hereof. (hh) The Borrower shall promptly give notice to the Lender and the Insurer of the occurrence of (a) any Trigger Event or discharged by Lender under this Assignment. In Funding Termination Event, specifying the event Lender incurs and the action which the Borrower proposes to take with respect thereto, (b) any liability, loss event or damage by reason occurrence which will or could reasonably be expected to adversely affect the collectibility of this Assignment, any material portion of the Contracts or the ability of TFC to service such Contracts or the ability of TFC or the Borrower to perform its obligations under any Loan Document to which it is a party or any other event or occurrence which individually or in the defense of any claim aggregate could reasonably be expected to materially and adversely affect TFC's or demand arising out of the Borrower's financial condition, operations, business or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveprospects. (gii) The Borrower shall pay and discharge all taxes and governmental charges upon it or against any of its properties or assets or its income prior to the date after which penalties attach for failure to pay, except (a) to the extent that the Borrower shall be contesting in good faith in appropriate proceedings its obligation to pay such taxes or charges, adequate reserves having been set aside for the payment thereof, or (b) with respect to such taxes and charges which are not material in either nature or amount such that any failure to pay or discharge them, and any resulting penalties, either in any one instance or in the aggregate, would not materially and adversely affect the financial condition, operations, business or prospects of the Borrower. (jj) At the request of Lenderthe Lender or the Insurer, the Borrower immediately shall deliver execute such financing statements as Lender or the Insurer determines may be required by law to perfect, maintain and protect the security interest of Collateral Agent in the Collateral and in the proceeds thereof. (kk) The Borrower shall, and shall cause each of its Subsidiaries to, permit any representative of the Lender evidence that all security deposits or the Insurer to visit and other deposits (whether refundable or non-refundable) paid by Tenants under inspect any of the Leases have been placed in a separate account in accordance with applicable law.properties of the Borrower and such Subsidiaries to e

COVENANTS OF BORROWER. The Borrower hereby covenants and agrees with the Lender and the Hedge Counterparty that, so long as followsany Advance is outstanding and until the later to occur of the payment in full of all Secured Obligations and the termination of this Loan Agreement: (a) The Borrower will at all times ensure that (A) its managers and officers act independently and in its interests, (B) it shall at all times maintain at least one independent manager who is not currently and has not been formerly an officer, director, manager or employee of the Borrower or an Affiliate thereof (other than a limited purpose corporation, business trust, partnership or other entity organized for the purpose of acquiring, financing or otherwise investing, directly or indirectly, in assets or receivables originated, owned or serviced by LEAF or an Affiliate thereof), (C) its assets are not commingled with those of LEAF, any other Affiliate of the Borrower or any other Person, (D) its board of managers duly authorizes all of its corporate actions, and (E) it maintains separate and accurate records and books of account and such books and records are kept separate from those of LEAF and any other Person. (b) The Borrower shall hold such appropriate meetings of its board of managers or distribute appropriate unanimous consents in lieu of a meeting as are necessary to authorize all the Borrower’s corporate actions required by law to be authorized by the board of managers, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities. (c) The Borrower shall at all times hold itself out to the public under the Borrower’s own name as a legal entity separate and distinct from its Affiliates. (d) The Borrower shall not incur any Indebtedness, other than the Indebtedness contemplated by this Loan Agreement and the other Loan Documents. (e) To the extent that the Borrower and any of its stockholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (f) The Borrower will preserve and maintain its legal existence as a Delaware limited liability company organized solely under the laws of the State of Delaware. (g) The Borrower will preserve and maintain all of its material rights, privileges, licenses and franchises. (h) The Borrower will comply with the requirements of all applicable Requirements of Law (including, without limitation, the Truth in Lending Act and all environmental laws). (i) The Borrower will maintain accurate and complete records and books of account with respect to the Collateral and the Borrower’s business, in which complete entries will be made in accordance with GAAP. (j) The Borrower shall give notice to the Lender and the Hedge Counterparty, promptly: (i) upon the Borrower becoming aware of, and in any event within one (1) Business Day after, the occurrence of any Default or any event of default or default under any other Loan Document, any Other Financing Facility, or any other material agreement of the Borrower; (ii) upon, and in any event within three (3) Business Days after, service of process on the Borrower, or any agent thereof for service of process, in respect of any legal or arbitrable proceedings affecting the Borrower (1) that questions or challenges the validity or enforceability of any of the Loan Documents or (2) in which the amount in controversy exceeds $1,000,000; (iii) upon the Borrower becoming aware of any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect or to cause a Default; and (iv) of entry of a judgment or decree in respect of the Borrower, its assets or the Collateral in an amount in excess of $1,000,000. Each notice pursuant to this clause (j) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken or proposes to take with respect thereto. (k) The Borrower shall furnish to the Lender and the Hedge Counterparty, as soon as available, copies of any and all proxy statements, financial statements and reports which the Borrower sends to its shareholders, and copies of all (if any) regular, periodic and special reports, and all registration statements filed with the Securities and Exchange Commission or any Governmental Authority which supervises the issuance of securities by the Borrower and any press releases concerning the Borrower. (l) The Borrower will furnish to the Lender and the Hedge Counterparty from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender or the Hedge Counterparty may reasonably request, all in reasonable detail. (m) Upon discovery by the Borrower of any Borrowing Base Deficiency (including, without limitation, pursuant to a notice delivered by the Lender or the Servicer to the Borrower), the Borrower shall deliver a Borrowing Base Deficiency Notice to the Lender no later than 12:00 p.m., New York City time, on the second (2nd) Business Day succeeding such discovery (and, in any event, prior to any prepayment to be made by the Borrower pursuant to Section 2.07(a)(i)), which Borrowing Base Deficiency Notice shall (x) contain a description of the cause of such deficiency, and (y) set forth the manner in which the Borrower will cure such deficiency pursuant to, and in accordance with, Section 2.07(a). If at any time there exists a Borrowing Base Deficiency, the Borrower shall cure the same in accordance with Section 2.07(a) hereof. If the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(i), the Borrower shall prepay the amount described therein on the second (2nd) Business Day immediately succeeding such discovery. If the Borrower has elected to cure such Borrowing Base Deficiency in the manner described in Section 2.07(a)(ii), it shall deliver the necessary Funding Date Documentation and related Contract Schedule (identifying the Eligible Contracts to be pledged as additional Collateral) to the Collateral Agent on the second (2nd) Business Day succeeding such discovery. (n) Prior to the termination of this Loan Agreement and each other Loan Document and the payment of all outstanding Secured Obligations and any other amounts payable pursuant hereto and thereto, the Borrower will not sell all or substantially all of its assets without the prior written consent of the Lender. (o) [Reserved]. (p) The Borrower shall (i) fulfillnot enter into any transaction of merger or consolidation or amalgamation, perform and observe each and every condition and covenant of landlord or lessor contained in each liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) without the prior written consent of the Leases; Lender, and (ii) give prompt notice preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its organization. (q) The Borrower will defend the Collateral against, and will take such other action as is necessary to Lender remove, any Lien, security interest or claim on or to the Collateral, other than the security interests created under this Loan Agreement, and the Borrower will defend the right, title and interest of any claim of default under the Collateral Agent in and to any of the Leases, whether given Collateral against the claims and demands of all Persons whomsoever. (r) The Borrower will not incur or permit any Lien to exist on its assets other than Liens arising under the Loan Documents. (s) Except as contemplated by the Tenant to BorrowerLoan Documents (including the Servicing Agreement), the Borrower will not lease, transfer, assign, sell or given by Borrower to the Tenant, together with a complete copy otherwise dispose of any such notice; (iii) at no cost or expense to Collateral without the prior written consent of the Lender, enforceand in any case unless the Proceeds of such sale are applied to repay the Advances, short of terminationand after giving effect to such transaction, any Advances then outstanding do not exceed the performance Borrowing Base. (t) The Lender shall not authorize the Borrower to, and observance of each and every covenant and condition of each the Borrower shall not (without the prior written consent of the LeasesLender), to be performed or observed by the Tenant thereunder; and (iv) appear in and defend enter into any action arising out oftransaction, or in any manner connected withincluding, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Person (including, without limitation any Affiliate, any shareholder, director, manager, officer or employee (or any relative thereof) of the Leases, or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder; such Affiliate) unless such transaction is (a) not otherwise prohibited under this Loan Agreement or any other Loan Document, (b) in the ordinary course of the Borrower’s business and (c) upon fair and reasonable terms no less favorable to the Borrower shall than it would obtain in a comparable arm’s-length transaction. (u) Without the prior written consent of the Lender, the Borrower will not, nor will it permit or allow others to, amend, modify, terminate or waive any provision of any Contract Document, except in accordance with the Loan Documents. Notwithstanding the foregoing, the Borrower may, without the prior written consent of the Lender, waive any assumption fees, late payment charges, charges for checks returned for insufficient funds, or other fees which may be collected in the ordinary course of servicing the Contracts. The Borrower shall take such actions as the Lender shall request to enforce the Borrower’s rights under the Contracts, and, at any time during which a Default shall have occurred and be continuing, shall take such actions as are necessary to enable the Collateral Agent (at the direction of the Lender) to exercise such rights in the Collateral Agent’s own name. (v) The Borrower will observe all corporate procedures required by its certificate of formation, its limited liability company agreement and the laws of its jurisdiction of formation. The Borrower will maintain its corporate existence in good standing under the laws of its jurisdiction of formation and will promptly obtain and thereafter maintain qualifications to do business as a foreign business entity in any other state in which it does business and in which it is required to so qualify. (w) The Borrower will pay its operating expenses and liabilities from its own assets; provided, however, that the Borrower’s organizational expenses and the expenses incurred in connection with the negotiation and execution of this Loan Agreement and the other Loan Documents may be paid by LEAF. (x) The Borrower will not have any of its indebtedness guaranteed by LEAF or any Affiliate of LEAF. Furthermore, the Borrower will not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of LEAF and the Borrower will not engage in business transactions with LEAF, except on an arm’s-length basis. The Borrower will not hold LEAF out to third parties as other than an entity with assets and liabilities distinct from the Borrower. The Borrower will cause any financial statements consolidated with those of LEAF to state that the Borrower is a separate corporate entity with its own separate creditors who, in any liquidation of the Borrower, will be entitled to be satisfied out of the Borrower’s assets prior to any value in the Borrower becoming available to the Borrower’s equity holders. The Borrower will not act in any other matter that could foreseeably mislead others with respect to the Borrower’s separate identity. (y) The Borrower shall take all actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & W▇▇▇ LLP, special counsel to LEAF and the Borrower, issued in connection with the Acquisition Agreement and relating to the issues of substantive consolidation and true sale of the Contracts. (z) Except as otherwise provided herein or in any other Loan Document, the Borrower shall not (i) modify sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Contract, any Receivables related thereto or any other Collateral related thereto, or upon or with respect to any account to which any collections of any Contract are sent, or assign any right to receive income in respect thereof or (ii) create or suffer to exist any Lien upon or with respect to any of the Leases; Borrower’s assets. (iiaa) The Borrower will not account for or treat (whether in financial statements or otherwise) the transactions contemplated by the Acquisition Agreement in any manner other than the sale or capital contribution of Contracts and other Collateral by LEAF to the Borrower, it being understood that the Advances to the Borrower under this Loan Agreement will be treated as debt on the consolidated financial statements of LEAF. (bb) The Borrower will not amend, modify, waive or terminate the term any terms or accept the surrender of any conditions of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, Acquisition Agreement without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender;shall perform its obligations thereunder. (dcc) The Borrower will not amend, modify or otherwise make any change to its certificate of formation without the prior written consent of the Lender. (dd) The Borrower shall protectdeliver or cause to be delivered to the Collateral Agent two (2) Business Days before each Funding Date the Funding Date Documentation with respect to the Contracts being pledged hereunder on such Funding Date. (ee) The Borrower shall deliver to the Lender on each Purchase Date a copy of the Assignment delivered to it on such Purchase Date. (ff) The Borrower shall be in compliance with the Hedging Strategy with respect to each Advance. (gg) The Borrower will use the proceeds of the Advances solely for the purposes set forth in Section 2.10 hereof. (hh) The Borrower shall promptly give notice to the Lender of the occurrence of (a) any Facility Termination Event, indemnify specifying the event and save harmless Lender from and against all liabilitiesthe action which the Borrower proposes to take with respect thereto, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expensesb) imposed upon any event or incurred by Lender by reason of this Assignment and any claim occurrence which will or demand whatsoever which may could reasonably be asserted against Lender by reason expected to adversely affect the collectibility of any alleged obligation material portion of the Contracts or undertaking the ability of LEAF to be performed service such Contracts or discharged by Lender the ability of LEAF or the Borrower to perform its obligations under this Assignment. In the any Loan Document to which it is a party or any other event Lender incurs any liability, loss or damage by reason of this Assignment, occurrence which individually or in the defense aggregate could reasonably be expected to materially and adversely affect LEAF’s or the Borrower’s financial condition, operations, business or prospects or the interests of the Lender and/or the Hedge Counterparty under this Loan Agreement, the Note or any claim other Loan Document. (ii) The Borrower shall pay and discharge all taxes and governmental charges upon it or demand against any of its properties or assets or its income prior to the date after which penalties attach for failure to pay, except (a) to the extent that the Borrower shall be contesting in good faith in appropriate proceedings its obligation to pay such taxes or charges, adequate reserves having been set aside for the payment thereof, or (b) with respect to such taxes and charges which are not material in either nature or amount such that any failure to pay or discharge them, and any resulting penalties, either in any one instance or in the aggregate, would not materially and adversely affect the financial condition, operations, business or prospects of the Borrower or the interests of the Lender and/or the Hedge Counterparty under this Loan Agreement, the Note or any other Loan Document. (jj) At the request of the Lender, the Borrower shall execute such financing statements as Lender determines may be required by law to perfect, maintain and protect the security interest of Collateral Agent in the Collateral and in the Proceeds thereof. (kk) [Reserved]. (ll) The Borrower shall pay to the Lender, on demand, any and all fees, costs or expenses which the Lender pays to a bank or other similar institution arising out of or in connection with this Assignment, the amount return of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note payments from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of deposited for collection by the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveLender. (gmm) At The Borrower shall pay and perform, as and when due, all of its obligations of whatever nature, except where the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits amount or validity thereof is currently being contested in good faith by appropriate proceedings and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases reserves in conformity with GAAP with respect thereto have been placed provided on the books of the Borrower, and except to the extent that the failure to do so could not individually or in a separate account in accordance with applicable law.the

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

COVENANTS OF BORROWER. Borrower hereby covenants covenants, warrants and agrees to and with Lender and Trustee as follows: 1.01 Borrower will pay the principal and interest and all other sums becoming due with respect to the Note at the time and place and in the manner specified in the Note, according to the terms thereof. 1.02 Borrower has, on the date this Deed of Trust is recorded, good and marketable title to the Property subject to no lien, charge or encumbrance except such as are listed as exceptions to title in the title policy or policies, if any, insuring the lien of this Deed of Trust issued by a title company or companies acceptable to Lender (the “Permitted Exceptions”; Borrower owns or, upon acquisition thereof, will own the Personal Property free and clear of liens and claims; and this Deed of Trust is and will remain a valid and enforceable lien on the Property subject only to the exceptions referred to above. Borrower has full power and lawful authority to grant, assign, transfer and mortgage its interest in the Property in the manner and form hereby done or intended. Borrower will preserve its interest in and title to the Property and will forever warrant and defend the same to Trustee and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever, other than Permitted Exceptions. Borrower shall promptly and completely observe, perform and discharge each and every obligation, covenant and agreement affecting the Property whether the same is prior and superior or subject and subordinate hereto, including, if the security hereunder is or will be a condominium, community apartment, stock co-operative or part of a planned development, each and every provision under any Declaration of Covenants, Conditions and Restrictions pertaining to the condominium, community apartment, stock co-operative or planned development project. (a) Borrower will, at its own cost and without expense to Trustee or Lender, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as Trustee or Lender shall from time to time require for the better assuring, conveying, assigning, transferring and confirming unto Trustee and Lender the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Trustee or Lender, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or filing, registering or recording this Deed of Trust and, on demand, Borrower will execute and deliver, and hereby authorizes Trustee or Lender to execute in the name of Borrower to the extent Borrower may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments to evidence more effectively the lien hereof upon the Personal Property, the Appurtenances, the Rents and Profits, the Intangible Property, the Claims, the Plans, the Proceeds and the Deposits. (b) Borrower forthwith upon the recordation of this Deed of Trust, and thereafter from time to time, will cause this Deed of Trust and any security instruments creating a lien or evidencing the lien hereof upon the Personal Property, the Appurtenances, the Rents and Profits, the Intangible Property, the Claims, the Plans, the Proceeds and the Deposits, and each instrument of further assurance, to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, the title of Trustee to and the security interest of Lender in the Property. (c) Borrower will pay all filing, registration and recording fees, and all expenses incident to the execution and acknowledgment of this Deed of Trust, and any deed of trust or mortgage supplemental hereto, any security instrument with respect to the Personal Property, the Appurtenances, the Rents and Profits, the Intangible Property, the Claims, the Plans, the Proceeds and the Deposits and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Note, this Deed of Trust, any deed of trust or mortgage supplemental hereto, any security instrument with respect to the Personal Property or any instrument of further assurance (other than income taxes of Lender). 1.04 Borrower will keep the Property insured against loss or damage with fire and extended coverage property damage insurance on an all-risks basis, and insurance against any other risks or hazards that, in the opinion of Lender, should be insured against to the amount of the full insurable value thereof on a replacement cost basis, excluding land value, with a replacement cost endorsement without deduction for depreciation, and in such form and with such other coverages and endorsements as may be approved or required by Lender from time to time. Borrower shall also carry and maintain business interruption insurance, without a coinsurance provision, in an amount sufficient to cover principal and interest payments under the Note for a period of not less than twelve (12) months and property tax and insurance expenses for a period of not less than twelve (12) months, and in such form and with such other endorsements as may be approved or required by Lender. In addition, in the event the Department of Housing and Urban Development designates the Property to be in a Special Flood Hazard Area, Borrower hereby undertakes that it will acquire flood insurance in an amount satisfactory to and with loss payable to Lender. Borrower will also carry comprehensive public liability insurance, in such form, amounts (initial minimum $1,000,000) and with such reasonable companies as Lender may from time to time require, with Lender included thereon as a named insured under a standard mortgagee endorsement of the character above described. Notwithstanding anything to the contrary contained in this Deed of Trust, following the recordation of this Deed of Trust, Lender reserves the right to require additional coverages (or changes to current coverages that are commercially reasonable) or endorsements in the future (such as earthquake, tornado, hurricane or terrorism coverages), provided that such coverages or endorsements are commercially reasonable for the area in which the Property is located and available to Borrower on a cost-effective and commercially reasonable basis. All insurance policies shall be issued by companies acceptable to Lender and have a “Best’s Key Rating Guide” financial size rating of Class “A-/X” or higher. Said insurance policies shall be endorsed with a standard non-contributory mortgage clause, shall contain no coinsurance provisions and may only be canceled or modified upon not less than thirty (30) days’ prior written notice to Lender. Loss under said insurance shall be payable to Lender and shall be applied in the same manner as provided in Section 1.05(b) hereof. The original policy or policies evidencing all insurance referred to in this paragraph, together with receipts for the payment of premiums thereon, shall be delivered to and held by Lender. In the event that Lender approves the use of a “blanket” policy, a certified copy of such blanket policy, together with an original certificate approved by Lender indicating Lender to be the insured mortgagee under such policy with coverages in the approved amounts shall be delivered to Lender. Lender shall not, by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits. (a) Borrower, upon obtaining knowledge of the institution of any proceedings for the condemnation of the Premises and Improvements or any portion thereof or knowledge of any casualty damage to the Property or damage of any other kind, will immediately notify Lender. Lender may participate in any proceedings and join Borrower in adjusting any loss covered by insurance. All compensation, awards, proceeds, damages, claims, rights of action and payments to which Borrower may become entitled shall be paid over to Lender. Subject to the provisions of Section 1.05(b) hereof, Lender shall have the sole and absolute discretion, notwithstanding the fact that the security given hereby may not be impaired by a partial condemnation, to apply any part or all of the amount collected in connection with any condemnation proceeding: (i) fulfillupon any indebtedness secured hereby and in such order as Lender may determine, perform and observe each and every condition and covenant or (ii) without reducing the indebtedness secured hereby, to the reimbursement of landlord or lessor contained Lender for expenses incurred by it in each the restoration of the LeasesProperty. Such application shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Lender shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action or payments, and may accept the same in the amount in which the same shall be paid. (b) Lender shall make available to Borrower any such proceeds for the rebuilding or restoration of the Property so damaged or condemned, provided Lender determines, in its reasonable discretion, that its security under this Deed of Trust has not been impaired, and provided Borrower shall have fulfilled all of the following conditions: (i) no default or Event of Default shall have occurred and be continuing under the Note, this Deed of Trust or any instrument heretofore or hereafter executed by Borrower having reference to or arising out of the Note; (ii) give prompt notice to Lender of any claim of Borrower shall not be in default under any of the Leasesterms, whether given by the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy covenants and conditions of any such noticeof the leases, subleases, licenses or other occupancy agreements affecting the Property which have been approved by Lender; (iii) Borrower shall have in force business interruption insurance covering principal and interest payments under the Note for a period of not less than twelve (12) months and property tax and insurance expenses for a period of not less than twelve (12) months; (iv) Lender, acting reasonably, shall be satisfied that the insurance or award proceeds shall be sufficient to fully restore and rebuild the Property free and clear of all liens except the lien of this Deed of Trust and Permitted Exceptions or, in the event that available proceeds are, in Lender’s reasonable opinion, insufficient to restore and rebuild the Property, Borrower has deposited with Lender funds that, together with the available insurance or award proceeds are sufficient in Lender’s reasonable judgment to restore and rebuild the Property and Borrower at no cost all times thereafter maintains sufficient funds on deposit to complete rebuilding, as certified by a licensed architect approved by Lender, acting reasonably; (v) construction and completion of the restoration and rebuilding of the Property shall be completed in accordance with plans and specifications and drawings submitted to and approved by Lender, which plans, specifications and drawings shall not be modified in any material respect without Lender’s prior written consent which shall not be unreasonably withheld; (vi) Lender shall have timely approved all prime contractors and principal subcontractors, and the general contract and principal subcontracts Borrower proposes to enter into with respect to the restoration and rebuilding; (vii) any and all monies that are made available for restoration and rebuilding hereunder shall be disbursed through Lender, Trustee or expense a title insurance or trust company satisfactory to Lender, enforcein accordance with standard construction lending practice, short of terminationincluding, the performance if requested by Lender, monthly lien waivers and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out oftitle insurance date-downs, or in any other manner connected withapproved by Lender in Lender’s sole discretion, with funds being disbursed not more often than once per month; (viii) Borrower shall provide builder’s risk insurance meeting Lender’s requirements, naming Lender as an additional insured; (ix) if the proceeds derive from insurance, the insurer must not have asserted, and must not subsequently assert, any defense or right of offset against Borrower or any tenant of the LeasesProperty under the terms of the applicable policy or policies; and (x) Lender, acting reasonably, shall be satisfied that the quality of the materials and workmanship of the repair or reconstruction of the Property will be at least equal to the quality of the materials and workmanship of the repair or reconstruction of the Property prior to such damage or condemnation. The excess of said proceeds above the amount necessary to complete such restoration or rebuilding, if any, shall be disbursed to Lender to be applied against the principal balance of the Note as a partial prepayment thereof to Borrower. Lender’s security hereunder shall be deemed impaired if the value of the Property after restoration and rebuilding is less than the value of the Property prior to such restoration or rebuilding, as determined in Lender’s reasonable discretion. (a) Borrower, from time to time prior to when the same shall become delinquent, will pay and discharge all taxes of every kind and nature, including real and personal property taxes and income, franchise, withholding, profits and gross receipts taxes, all general and special assessments, including assessments on appurtenant water stock, levies, permits, inspection and license fees, imposed upon or assessed against the Property or any part thereof or and all water and sewer rents and charges and all other public charges, whether of a like or different nature, imposed upon or assessed against Borrower or the Property or any part thereof or upon the revenues, rents, issues, income and profits of the Property, or the obligations or liabilities of Borrower as the landlord thereunder, or arising in respect of the Tenant occupancy, use or any guarantor thereunder;possession of the Property. Borrower will, upon the request of Lender, deliver to Lender receipts evidencing the payment of all such taxes, assessments, levies, fees, rents and other public charges. (b) Borrower shall not, without the prior written consent of will pay to Lender, (i) modify together with each payment of an installment of principal and/or interest under the Note, a pro rata portion of the taxes, assessments and insurance premiums next to become due, as estimated by the Lender. The determination of the amounts so payable and of the fractional parts thereof to be deposited with Lender, so that the aggregate of such deposits shall be sufficient for this purpose, shall be made by Lender in its reasonable discretion. Said amounts shall be held by Lender without interest and applied to the payment of the obligations in respect of which said amounts were deposited, in such order or priority as Lender shall determine, on or before the respective dates on which the same or any of the Leases; (ii) terminate the term or accept the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than them would become delinquent. If one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under due date of any of the Leases; or aforementioned obligations the amount then on deposit therefor shall be insufficient for the payment of such obligation in full, Borrower, within ten (vi10) assign its interest indays after demand, to or under the Leases or the rents, issues and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, deposit the amount of such liability, loss or damage the deficiency with Lender. Nothing herein contained shall be added deemed to affect any right or remedy of Lender under any other provision of this Deed of Trust or under any statute or rule of law to pay any such amount and to add the Indebtedness, shall bear amount so paid together with interest at the rate of Default Interest specified Rate to the indebtedness hereby secured. Lender is hereby granted a security interest in the Note from amounts held by it pursuant to this Section 1.06(b) for the date incurred until paid purpose of securing payment of impositions and shall be payable on demand; (ethe amounts owing by Borrower and which Lender may pay under this Section 1.06(b) Borrower shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant the sale of the whole Property, or any interest therein, voluntarily, involuntarily or by operation of law, shall not release said interest or Lender’s right to apply said amounts as herein provided. Notwithstanding anything to the contrary contained herein, so long as the insurance on the Improvements is part of a blanket insurance policy maintained by Pacific Sunwear of California, Inc. (“Pac Sun”), or its affiliate, then provided that the Premises Borrower demonstrates to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this Assignment, and shall apply to each Lease hereafter made at the time each such future Lease becomes effective. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.L

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

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

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

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

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

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

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

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

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

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as follows: (a) Without the Agent's prior approval, the Borrower shall (i) fulfillagrees not to: clear and resolve any questions of non-compliance of documents; give any instructions as to acceptance or rejection of any non-complying documents or goods; execute any applications for steamship or airway guaranties, perform and observe each and every condition and covenant of landlord indemnities or lessor contained in each delivery orders; grant any extensions of the Leasesmaturity of, time of payment for, or time of presentation of, any drafts, acceptances or documents; (ii) give prompt notice or agree to Lender any amendments, renewals, extensions, modifications, changes or cancellations of any claim of default under any of the Leases, whether given by the Tenant to Borrower, terms or given by Borrower to the Tenant, together with a complete copy conditions of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each of the Leases, to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any of the Leasesapplications, Letters of Credit, drafts or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereunder;acceptances. (b) The Borrower shall notagrees that any necessary import, without export or other licenses or certificates for the prior written consent of Lender, (i) modify any import or handling of the LeasesCollateral will have been promptly procured; (ii) terminate all foreign and domestic governmental laws and regulations in regard to the term shipment and importation of the Collateral, or accept the surrender financing thereof will have been promptly and fully complied with in all material respects; and copies of any certificates in that regard that the Agent may at any time reasonably request will be promptly furnished. In this connection, the Borrower represents and warrants that all shipments made under any such Letters of Credit are in all material respects in accordance with the laws and regulations of the Leases; (iii) waive or release countries in which the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases or the rents, issues shipments originate and profits from the Leases and from the Premises to any person or entity other than Lender; (c) Borrower shall not, without the prior written consent of Lender, enter into any Lease unless the Tenant thereunder shall have been approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protect, indemnify and save harmless Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of or in connection with this Assignment, the amount of such liability, loss or damage shall be added to the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demand; (e) Borrower shall authorize and directterminate, and does hereby authorize are not prohibited in any material respect by any such laws and direct each regulations. The Borrower assumes all risk, liability and every responsibility for, and agrees to pay and discharge, all present and future Tenant local, state, federal or foreign taxes, duties, or levies in respect of the whole or any part Letters of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof Credit and the covenants Collateral relating thereto. Any embargo, restrictions, laws, customs or regulations of any country, state, city, or other political subdivision, where the Collateral is or may be located, or wherein payments are to be made, or wherein drafts may be drawn, negotiated, accepted, or paid, shall, as among the Borrower and agreements of Borrower made in this Paragraph apply to each Lease in effect as of the time of execution of this AssignmentLenders, be solely the Borrower's risk, liability and shall apply to each Lease hereafter made at the time each such future Lease becomes effectiveresponsibility. (g) At the request of Lender, Borrower immediately shall deliver to Lender evidence that all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the Leases have been placed in a separate account in accordance with applicable law.

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

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

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

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

COVENANTS OF BORROWER. Borrower hereby covenants and agrees as followswith Lender that it will: (a) Borrower shall (i) fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each Commence construction of the Leases; Project within ninety (ii90) give prompt notice to Lender of any claim of default under any days after the date hereof, and thereafter continue diligently with the construction of the Leases, whether given by Project in order to complete the Tenant to Borrower, or given by Borrower to the Tenant, together with a complete copy of any such notice; (iii) at no cost or expense to Lender, enforce, short of termination, the performance and observance of each and every covenant and condition of each physical construction of the Leases, Project on or before the date that is eighteen (18) months after the date hereof. The deadlines specified in this subparagraph (a) are absolute and the Lender is not obligated to be performed or observed by the Tenant thereunder; and (iv) appear in and defend any action arising out of, or in any manner connected with, any provide notice of the Leases, Borrower’s failure to meet such deadlines nor shall the Borrower have any cure or the obligations or liabilities of Borrower as the landlord thereunder, or of the Tenant or any guarantor thereundergrace periods relating to such deadlines; (b) Borrower shall not, without the prior written consent of Lender, (i) modify any Pay promptly when due all claims for labor and materials in respect of the Leases; (ii) terminate Project and prevent the term or accept filing of liens therefor against the surrender of any of the Leases; (iii) waive or release the Tenant from the performance or observance by the Tenant of any obligation or condition of any of the Leases; (iv) permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the accrual thereof; (v) give any consent to any assignment or sublease by the Tenant under any of the Leases; or (vi) assign its interest in, to or under the Leases Land or the rentsProject, issues provided that Borrower need not pay such claims or prevent such liens so long as the validity thereof is being contested in good faith and profits from provision for the Leases payment thereof is made by Borrower in form and from the Premises manner satisfactory to any person Lender or entity other than Lendersuch claim or lien has been bonded off within forty-five (45) days of filing; (c) Borrower shall not, without Use proceeds of the prior written consent Loan solely for the payment of Lender, enter into any Lease unless the Tenant thereunder shall have been Costs approved in writing by Lender and said Lease is in form and content satisfactory to and approved in writing by Lender; (d) Borrower shall protectPermit Lender, indemnify its representatives and save harmless Lender from construction consultant, to (i) enter upon the Project at reasonable times, (ii) inspect the Project and against all liabilitiesmaterials used in connection with the construction of the Project and (iii) examine all related plans, obligationsspecifications and shop drawings for all architectural, claimsstructural, damagesmechanical, penaltiesplumbing, causes of actionelectrical, costs site development and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by Lender by reason of this Assignment and any claim or demand whatsoever which may be asserted against Lender by reason of any alleged obligation or undertaking to be performed or discharged by Lender under this Assignment. In the event Lender incurs any liability, loss or damage by reason of this Assignment, or in the defense of any claim or demand arising out of other work for or in connection with this Assignment, the amount of such liability, loss or damage shall be added Project (the “Plans”). It will reasonably cooperate and also use its good faith efforts to cause the Indebtedness, shall bear interest at the rate of Default Interest specified in the Note from the date incurred until paid and shall be payable on demandContractors (as hereinafter defined) to cooperate with Lender’s construction consultant to enable him to perform his functions hereunder; (e) Borrower shall authorize and directUpon the reasonable demand of Lender or Lender’s construction consultant, correct (i) any defects in the construction of the Project, and does hereby authorize (ii) any work which materially and direct each adversely varies from the Plans and every present and future Tenant of which shall not have theretofore been approved in writing by Lender or Lender’s construction consultant or which varies from any applicable governmental requirement affecting the whole Land or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the sameProject; (f) The warranties and representations of Borrower made in Paragraph 1.01 hereof and Not permit the covenants and agreements of Borrower made in this Paragraph apply to each Lease in effect as construction of the time Project pursuant to the Plans, the subcontracts or otherwise until Lender or Lender’s construction consultant shall have approved the same, which approval shall be provided by Lender prior to the commencement of execution construction of this Assignmentthe Project, and any amendments thereto shall apply be approved by Lender or Lender’s construction consultant prior to each Lease hereafter made at the time each such future Lease becomes effective.making any material changes thereto; (g) At Obtain all authorizations, consents, licenses and permits required to commence, pursue and complete the request construction of the Project approved by Lender and promptly comply with all laws, ordinances or other governmental regulations affecting the Land or the Project; (h) Not change any Budget or any line item thereof without the Lender’s prior written approval; (i) Not finance the construction of the Project except through the Loan proceeds, equity contributions and the provisions of this Loan Agreement; (j) On or before the date that is twenty-four (24) months after the date hereof, the Project shall be generating revenue sufficient to maintain a minimum Debt Service Coverage Ratio (hereinafter defined) of not less than 1.0 to 1.0 on a trailing ninety (90) day basis, unless waived by Lender, such waiver to be made in the sole and absolute discretion of Lender. On or before the date that is thirty-six (36) months after the date hereof, Borrower immediately the Project shall deliver be generating revenue sufficient to Lender evidence maintain a minimum Debt Service Coverage Ratio of not less than 1.15 to 1.0 on a trailing ninety (90) day basis, unless waived by Lender, such waiver to be made in the sole and absolute discretion of Lender. On or before the date that all security deposits and other deposits is forty-eight (whether refundable or non-refundable48) paid by Tenants under months after the Leases have been placed in a separate account in accordance with applicable law.date hereof, the