Common use of Default Clause in Contracts

Default. If Pledgor defaults in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.

Default. 18.1. If Pledgor defaults Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the principal performance or ------- observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event part hereof, upon execution, attachment, or their process of default under law; or if Sublessee shall make an assignment of its property for the Note benefit of creditors; or this Pledge Agreement occurs (including the if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of Pledgor)60 days, the Company may exercise any and all the rightsor if a receiver, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and trustee, or assignee shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, be appointed for the whole or any part of the Pledged Shares offered for sale. In case Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any such salemanner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, after deducting and upon entry as aforesaid (or in the costsevent that Sublessor shall sent to Sublessee notice of termination as above provided, attorneys' fees and other expenses on the fifth (5th) day next following the date of sale and deliverythe sending of the notice), the remaining proceeds term of such sale this Sublease shall be applied to the principal terminate. Sublessee hereby expressly waives any and all rights of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced redemption granted by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of or under any of the Pledged Shares remaining present or future laws in the hands event of Sublessee being evicted or dispossessed for any cause, or in the Companyevent Sublessor terminates this Sublease as provided in this Article. Pledgor The Sublessee shall be liable for a 5% late charge applicable to any deficiency if amounts due under this Sublease, which are not paid within seven (7) business days from the remaining proceeds are insufficient to pay date of the indebtedness under the Note in full, including the fees notice of any attorneys employed by the Company to collect such deficiencydefault.

Default. If Pledgor defaults BANKRUPTCY In the event that: (a) Tenant shall default in the payment of the principal any installment of rent or ------- interest under the Note when it becomes due other sum herein specified and such default shall not have been cured within five (whether upon demand, acceleration 5) days; or otherwise(b) Tenant shall vacate or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, abandon all or any part of the Pledged Shares at Premises or fail to continuously occupy the Premises, such circumstances not having been cured within five (5) days; or (c) Tenant shall materially default in the observance or performance of any private sale other of Tenant’s covenants, agreements or public auctionobligations hereunder, on such default not less than ten having been cured within five 5 days of receiving written notice of such material default; or (d) Tenant shall suffer a material adverse change in it’s business, as determined by Landlord; or (e) Tenant shall be declared bankrupt or insolvent according to Pledgorlaw, at such price or prices and upon such terms as or, if any assignment shall be made of Tenant’s property for the Company may deem advisable. Pledgor benefit of creditors, provided, then Landlord shall have no the right to redeem proceed with summary process to remove Tenant from the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for salePremises. In case the event of any such saledefault by Tenant, after deducting Tenant shall pay to Landlord all costs and expenses incurred in enforcing the coststerms of this Lease, including reasonable attorneys' fees ’ fees, whether or not legal proceedings are instituted. Tenant shall indemnify the Landlord against all loss of rent and other expenses of sale and deliverypayments, which the remaining proceeds Landlord may incur by reason of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, termination during the balance of the proceeds Term of sale then remaining this Lease. If Tenant shall default in the observance or performance of any conditions or covenants on Tenant’s part to be observed or performed hereunder or by virtue of any of the provisions in any article of this Lease other than Tenant’s rental payment obligations, Landlord, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the Tenant. If the Landlord makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, all attorney’s fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of two (2%) percent per month and costs, shall be paid to Pledgor the Landlord by the Tenant as Additional Rent upon written notice from Landlord to Tenant of such costs and Pledgor expenses. Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be in default in the performance of any of Landlord’s obligations under this Lease unless and until Landlord shall have failed to perform such obligations within thirty (30) days, or such additional time as is required to correct any such default, after receipt of written notice from Tenant to Landlord specifying wherein Landlord has failed to perform any such obligation. If Tenant claims or asserts that Landlord is in default in the performance of Landlord’s obligations under this Lease, Tenant shall not be relieved of Tenant’s obligations under this Lease and Tenant’s sole remedy shall be an action for specific performance, declaratory judgment or injunction and in no event shall Tenant be entitled to any money damages or to terminate this Lease and in no event shall Tenant claim or assert any claim for money damages in any action or by way of set-off, defense or counterclaim and Tenant hereby specifically waives the return of right to any of the Pledged Shares remaining money damages, to terminate this Lease or any other remedies available at law or in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyequity.

Default. (a) If Pledgor defaults Sublessee shall fail to pay any rent or Additional Rent to Sublessor within ten (10) days after the same is due and payable under the terms of this Sublease and following the passage of ten (10) days notice of such failure by Sublessor, or if the Sublessee shall fail to perform any other duty or obligation imposed upon it by this Sublease and such default shall continue for a period of thirty (30) days after written notice thereof has been given to Sublessee by Sublessor (except where Sublessee has diligently begun to correct such other duties or obligations within such period and continues to cure such default on a diligent basis), or if the Sublessee shall be adjudged bankrupt, or shall make a general assignment for the benefit of its creditors, or if a receiver of any property of Sublessee in or upon the Subleased premises be appointed in any actions, suit, or proceeding by or against Sublessee, or if the interest of Sublessee in the payment of the principal Subleased Premises shall be sold under execution or ------- interest under the Note when it becomes due (whether upon demandother legal process, acceleration or otherwise) or then and in any other such event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including Sublessor shall have the right to vote enter upon the shares Subleased Premises and receive dividends again have, repossess, and distributions with respect enjoy the same as if this Sublease had not been made, and thereupon this Sublease shall terminate without prejudice, however, to the right of Sublessor to recover from Sublessee all rent due and unpaid up to the time of such shares) re-entry. In the event of any such default and re-entry, Sublessor shall have the right to relet the Subleased Premises for the remainder of the then existing term whether such term be the initial term of this Sublease or any renewed or extended term, and may exercise without demand any to recover from Sublessee the difference between the rent reserved by this Sublease and the amount obtained through such reletting less the costs and expenses reasonably incurred by Sublessor in such reletting. Sublessor hereby expressly reserves all the other rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingit, the Company is authorized to sell, assign and deliver whether at its discretion, from time to time, all law or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyequity.

Default. If Pledgor defaults Should Lessee default in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) any installment of rent or any other event sum when due as herein provided, or default in the performance of or breach any other covenant, condition or restriction herein provided to be kept or performed by Lessee; or should Lessee fail to take out, pay for, maintain or deliver any of the insurance certificates provided in this Lease to be paid by Lessee at the time and in the manner herein provided, and should any such default under or breach continue for a period of thirty (30) days from and after written notice thereof is given by Lessor to Lessee (or, except for payment of Rent, for such longer period as may be reasonably required provided that Lessee commences to cure the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgorbreach in a prompt manner and proceeds diligently thereafter to complete such cure), then, and in any such event, Lessor may at Lessor’s option terminate this Lease by giving Lessee no less than seven days’ prior written notice hereof, and thereupon, unless such default is cured within such seven days’ period, this Lease shall cease and terminate and Lessee’s rights in and to the Company may exercise any Premises and all buildings and other improvements erected and placed thereon shall cease and end, and the rightsLessor may, powers without further notice or demand of legal process, re-enter and remedies take possession of said Premises and all buildings and other improvements thereon, remove Lessee and all persons claiming under Lessee therefrom and, except as herein otherwise provided, Lessee and all such persons shall quit and surrender possession of the Premises and all buildings and other improvements thereon to Lessor, provided, however, that such termination shall not relieve Lessee from the payment of any owner of sums then due and payable from Lessee or any claim for damages then accrued against Lessee hereunder, and such termination shall not prevent Lessor from recovering any such sums or damages, or from enforcing such obligations or recovering damages for any default thereof, by any remedy provided by law. Notwithstanding the Pledged Shares (including foregoing, Lessee shall have the right to vote avoid termination and have this Lease continue in full force and effect provided that it pays any unpaid Rent prior to eviction. Lessor shall use commercially reasonable efforts to relet the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all Premises in the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case event of any such saletermination, after deducting and the costs, attorneys' fees rents and other expenses of sale and delivery, the remaining proceeds of sums collected upon any such sale re-letting shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of credited against any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLessee’s liabilities hereunder.

Default. If Pledgor defaults Any other provisions in the payment of the principal or ------- interest under the Note when this Lease notwithstanding, it becomes due (whether upon demand, acceleration or otherwise) or any other shall be an event of default (“Event of Default”) under the Note this Lease if: (i) Tenant fails to pay any installment of Fixed Rent, Additional Rent or this Pledge Agreement occurs other sum payable by Tenant hereunder when due and such failure continues for a period of five (including the bankruptcy or insolvency 5) days after written notice of Pledgorsuch non-payment be Landlord to Tenant (which written notice shall not be required more than two times in any period of twelve (12) consecutive months), or (ii) Tenant fails to observe or perform any other covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than thirty (30) days, or (iii) Tenant uses or occupies the Company may exercise any and all the rightsDemised Premises other than as permitted hereunder, powers and remedies of any owner of the Pledged Shares or (including the right iv) Tenant assigns or sublets, or purports to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California assign or otherwise available to the Company under applicable law. Without limiting the foregoingsublet, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Demised Premises or any part thereof other than in the manner and upon the conditions set forth herein, or (v) Tenant abandons or vacates the Demised Premises or, without Landlord’s prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant’s property from the Demised Premises other than in the ordinary and usual course of business, or (vi) Tenant (which, for purposes of this clause, includes any guarantor hereunder) files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the Pledged Shares at Unites States Code), as now or hereafter in effect, or under any private sale similar law, or public auction, on not less than ten days written notice files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole state bankruptcy law or any part of similar state law, and, in the Pledged Shares offered for sale. In case of any such saleinvoluntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after deducting the costsfiling thereof, attorneys' fees and other expenses or Tenant consents or acquiesces in the filing thereof, or (vii) if Tenant is a banking organization, Tenant files an application for protection, voluntary liquidation or dissolution applicable to banking organization, or (viii) a custodian, receiver, trustee or liquidator of sale and delivery, Tenant or of all or substantially all of Tenant’s property or of the remaining proceeds of such sale Demised Premises shall be applied appointed in any proceedings brought by or against Tenant and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (ix) Tenant shall generally not pay Tenant’s debts as such debts become due, or shall make an assignment for the principal benefit of and accrued interest on the Note; provided that after payment creditors, or shall admit in full of the indebtedness evidenced by the Notewriting its inability to pay its debts generally as they become due, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of or (x) any of the Pledged Shares remaining foregoing occurs as to any guarantor or surety of Tenant’s performance under this Lease, or such guarantor or surety defaults on any provision under its guaranty or suretyship agreement. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the hands Events of Default referred to in clauses (iii) through (ix) above or, to the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyextent applicable (x).

Default. If Pledgor defaults the Company does not have a sufficient number of shares of Common Stock available to satisfy the Company's obligations to a Holder of Debentures upon receipt of a Conversion Notice or is otherwise unable to issue such shares of Common Stock in accordance with the payment terms of this Agreement and such condition shall remain unremedied for a period of thirty (30) days after the Company's receipt of a Conversion Notice (a "CONVERSION DEFAULT"), then from and after the fifth (5th) day following a Conversion Default (which for all purposes shall be deemed to have occurred upon the expiration of the principal or ------- interest under applicable cure period following the Note when it becomes due (whether upon demandCompany's receipt of the applicable Conversion Notice), acceleration or otherwise) or any other event each Holder of default under the Note or this Pledge Agreement occurs Debentures shall have the right to demand from the Company immediate redemption of the Debentures in cash at a redemption price per Debenture equal to 120% of the then Outstanding Principal Amount of the Debenture (including Debentures for which a Conversion Notice has not yet been sent), plus accrued but unpaid interest on the bankruptcy or insolvency Debenture. Within three days of Pledgor)the occurrence of a Conversion Default, the Company shall notify each Holder in writing of such occurrence. No notice of redemption may exercise any and be delivered by a Holder subsequent to receipt by such Holder of notice from the Company (sent by overnight or 2-day courier with a copy sent by facsimile) of availability of sufficient shares of Common Stock to perfect conversion (a "POST-DEFAULT CONVERSION") of all the rights, powers Debentures; PROVIDED FURTHER that such right to demand redemption shall be reinstated if the Company shall thereafter fail to perfect such Post-Default Conversion by delivery of Common Stock certificates in accordance with the applicable provisions of Paragraph 6(b) hereof and remedies payment of any owner all accrued and unpaid interest in cash with respect thereto within five business days of delivery of the Pledged Shares (including the right notice of Post-Default Conversion. In addition to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, upon a Conversion Default, the Company rate of interest on all of the Debentures (including Debentures for which a Conversion Notice has not yet been sent), shall, to the maximum extent allowed by applicable law, be permanently increased by two percent (2%) per annum (i.e., from 6% to 8%) commencing on the first day of the thirty (30) day period (or part thereof) following a Conversion Default; an additional two percent (2%) per annum commencing on the first day of each of the second and third such thirty (30) day periods (or part thereof); and an additional one percent (1%) per annum on the first day of each consecutive thirty (30) day period (or part thereof) thereafter until such securities have been duly converted or redeemed as herein provided; provided that in no event shall the rate of interest exceed the lower of 20% or the highest rate permitted by applicable law to be charged on commercial loans. Any such interest which is authorized not paid when due shall, to sellthe maximum extent permitted by law, assign and deliver accrue interest until paid at its discretion, the rate from time to time, all or time applicable to interest on the Debentures as to which the Conversion Default has occurred. In the event the Company pays any part interest on the Debentures and it is determined that such interest was paid at a rate in excess of the Pledged Shares at any private sale or public auctionlegal maximum rate, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part then that portion of the Pledged Shares offered for sale. In case interest payment representing an amount in excess of any such sale, after deducting the costs, attorneys' fees legal maximum rate shall be deemed a payment of principal and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to against the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyDebenture.

Default. If Pledgor defaults Without in any way restricting any other rights and remedies which the Lessor may have in the payment case of the principal breach or ------- interest under non-observance or non-performance on the Note when part of the Lessee of any covenant, proviso, condition, restriction or stipulation in this Lease contained, (the “Default”) the Lessor may give to the Lessee written notice requiring the Lessee to remedy such Default and if the Lessee fails to remedy such Default within a period of thirty (30) days from the receipt of such notice, or, in the case of a Default which requires more than thirty (30) days to remedy, if the Lessee fails to commence to remedy such Default within a period of thirty (30) days from the receipt of such notice and thereafter diligently continue in its best efforts until such Default has been completely remedied, this Lease shall thereupon terminate and it becomes due shall be lawful for the Lessor, to enter into and upon the Demised Estate (whether upon demand, acceleration or otherwise) or any other event part thereof in the name of default under the Note whole), to re-enter and the same to have again, repossess and enjoy, anything in this Lease contained to the contrary notwithstanding, and, should the Lessor so elect by notice to the Lessee within thirty (30) days of exercising this right, any or this Pledge Agreement occurs all xxxxx which the Lessee may have drilled on the Said Lands, including all tools, machinery, buildings, erections, equipment and materials (including the bankruptcy “Equipment”) which the Lessee may have placed on the Said Lands for the express purpose of producing Leased Substances shall become the property of the Lessor free and clear of any claim or insolvency interest of Pledgorthe Lessee and the Lessee shall assign to the Lessor, without consideration, the wellbore(s), the Company may exercise any and all Equipment, the rights, powers and remedies of any owner surface rights of the Pledged Shares Said Lands and any regulatory permits or licences which the Lessor may request; provided that, nothing in this clause 18. contained shall relieve the Lessee from its obligations under clause 20. (including Removal of the Lessee’s Equipment) unless and to the extent that the Lessor elects to take over the xxxxx and Equipment or any portion thereof. Without derogating from the foregoing provisions of this clause 18, if the Demised Estate or a part thereof is included in any plan of unitization to which the Lessor has consented and a Default occurs which does not relate wholly or partly to the portion of the Said Lands included in the plan of unitization, then the Lessor shall have the right to vote terminate this Lease in the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all manner provided in this clause for the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part portion of the Pledged Shares at any private sale or public auction, on Said Lands not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining included in the hands plan of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyunitization.

Default. If Pledgor defaults Borrower will be in the payment default if any of the principal following happens: (a) "Borrower fails to make any payment when due which is not cured by Borrower within ten (10) days of receipt of notice thereof". (b) Borrower breaks any promise Borrower has made to Lender, or ------- interest under the Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note when it becomes due (whether upon demand, acceleration or otherwise) or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (c) Any representation or statement made or furnished to Lender by Borrower or on Xxxxxxxx's behalf is false or misleading in any meterial respect either now or at the time made or furnished. (x) Xxxxxxxx becomes insolvent, a receiver is appointed for any part of Xxxxxxxx's property, Xxxxxxxx makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (e) Any creditor tries to take any of Xxxxxxxx's property on or in which Xxxxxx has a lien or security interest. This includes a garnishment of any of Xxxxxxxx's accounts with Xxxxxx. (g) A material adverse change occurs in Borrower's financial condition, or Xxxxxx believes the prospect of payment or performance of the indebtedness is impaired. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default under will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (a) cures the Note default within ten (10) days; or this Pledge Agreement occurs (including b) if the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less cure requires more than ten days written notice (10) days, immediately initiates steps which Lender deems in Xxxxxx's sole discretion to Pledgor, at such price or prices be sufficient to cure the default and upon such terms thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencysoon as reasonably practical.

Default. If Pledgor Buyer defaults in the payment performance of the principal or ------- interest under the Note when it becomes due (whether upon demandits obligations hereunder, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor Seller shall be entitled to te r mi n a te this Contract, and retain the return Xxxxxxx Money Deposit as liquidated damages, as the Parties agree that in the event of a default hereunder actual damages would be difficult to determine with any reasonable certainty and that the Xxxxxxx Money Deposit, after review and consideration, is a reasonable estimate of the damages that Seller would suffer as a result of Buyer's default (except as set forth in Section 23 below). If Closing does not occur due to a default by Seller in the full and timely performance of any of the Pledged Shares remaining in the hands its obligations hereunder, Buyer, as its sole and exclusive remedy, may elect to terminate this Contract and receive a refund of the Company. Pledgor shall be liable for any deficiency Xxxxxxx Money Deposit, provided that if (a) Closing does not occur solely as a result of Seller’s failure to execute and deliver t h e S pe ci a l Warranty Deed on the remaining proceeds are insufficient Closing Date in accordance with Section 10 of this Contract, and (b) Seller’s failure to pay execute and deliver the indebtedness Special Warranty Deed is not related to Mechanics Liens, and (c) Buyer has affirmatively waived in writing all of the contingencies under the Note in fullthis Contract, and (d) Buyer has performed all of its obligations under this Contract, including without limitation, payment of the fees Purchase Price, then upon notice to Seller not more than ten (10) business days after Buyer becomes aware of such failure by Seller and provided such action is filed within thirty (30) days thereafter, Buyer may seek specific performance of Seller’s obligation to execute and deliver a Special Warranty Deed (but not to resolve the Mechanics Liens or to perform any attorneys employed by other obligation under this Contract). Buyer’s failure to seek specific performance under this Section shall constitute Buyer’s election to seek a return of the Company Xxxxxxx Money Deposit as its sole remedy upon Seller’s default. In consideration of the foregoing right to collect such deficiencyseek specific performance, Buyer waives any right it may now or hereafter have to seek any damages from Seller.

Default. If Pledgor defaults in 22.01. This Lease and the payment term and estate hereby granted are subject to the limitation that whenever Tenant shall hereafter make an assignment for the benefit of the principal creditors, or ------- interest shall file a voluntary petition under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency law, or (subject to clause (a) below) an involuntary petition alleging an act of Pledgor)bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or (subject to clause (a) below) against Tenant under the Company may exercise any and all reorganization provisions of the rights, powers and remedies United States Bankruptcy Code or under the provisions of any owner law of like import, or whenever a petition shall be filed by Tenant, under the arrangement provisions of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default United States Bankruptcy Code or under the Uniform Commercial Code provisions of California any law of like import, or otherwise available to whenever a permanent receiver of Tenant, or of or for the Company under applicable law. Without limiting property of Tenant, shall be appointed, then Landlord (a) if such event occurs without the foregoingacquiescence of Tenant, as the Company is authorized to sellcase may be, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale time after the event continues for ninety (90) days, or public auction, on not less than ten days written notice to Pledgor(b) if such event is voluntary by Tenant, at such price or prices and upon such terms as any time after the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case occurrence of any such saleevent, after deducting may give Tenant a notice of intention to end the coststerm of this Lease at the expiration often (10) days from the date of service of such notice of intention, attorneys' fees and other expenses upon the expiration of sale said ten (10) day period this Lease and deliverythe term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date of this Lease, but Tenant shall remain liable for damages as provided in Article 24 hereof. Landlord acknowledges that at the time this Lease is executed a segregated account of Tenant is currently subject to a rehabilitation proceeding in Wisconsin and Tenant’s parent company, Ambac Financial Group Inc., is currently subject to a federal bankruptcy proceeding and neither of those current proceedings shall have an adverse affect on this Lease or be considered a default under this Article 22 provided the Lease is not transferred to the segregated account of Tenant, the remaining proceeds general account of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining Tenant does not become encompassed in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient rehabilitation proceeding in Wisconsin and Tenant does not become subject to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyits parent company’s bankruptcy proceeding.

Default. (a) If Pledgor defaults the Lessee shall, at any time, be in default of the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) either rent or any other event payments required of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Lessee hereunder or any part of the Pledged Shares at any private sale or public auctionthereof, on not less than ten days Lessor shall provide written notice to Pledgor, at of such price or prices default and upon such terms as the Company may deem advisable. Pledgor Lessee shall have no right three days subsequent to redeem the Pledged Shares after issuance of said notice to cure the monetary default before Lessor may invoke any such sale other remedies available under the terms of this Lease, or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale if Lessee shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return default of any of the Pledged Shares remaining in other covenants and conditions of this Lease to be kept, observed, and performed by Lessee for more than thirty (30) days after the hands giving of written notice by the Lessor to the Lessee of such default, provided, however, that if the nature of the Company. Pledgor specified obligation(s) is such that more than thirty (30) days are required for performance, then lessee shall not be in default if it commences performance within such 30 day period and thereafter diligently prosecutes the same to completion, or if Lessee shall vacate or abandon the premises, or fail to take possession of the premises and actively operate its business therein, or if Lessee shall be adjudged a bankrupt, or if a receiver or trustee shall be appointed and shall not be discharged within thirty (30) days from the date of such appointment, then and in any such events the Lessor may re-enter the leased premises by summary proceedings or otherwise, and thereupon may expel all persons and remove all property therefrom, without becoming liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in fullprosecution therefor, including the fees of any attorneys employed by the Company to collect such deficiency.and may, among other remedies elect:

Default. If Pledgor (a) defaults in the payment of the principal or ------- interest under either of the Note Notes when it either of them becomes due (whether upon demand, acceleration or otherwise) or any other event of default under either of the Note Notes or this Pledge Agreement occurs (including including, without limitation, the bankruptcy or insolvency of Pledgor)) or (b) defaults in the payment of interest or any other amount related to either of the Notes, the Company may (following five (5) days notice to Executive, during which the default is not cured) exercise any and all the rights, powers and remedies of any owner of the Pledged Shares Interests (including the right to vote the shares Pledged Interests and receive dividends and any distributions with respect to such sharesPledged Interests) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California Delaware or otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of and during the continuance of a default, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares Collateral at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares Interests offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the NoteNotes and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment -------- in full of the indebtedness evidenced by both of the NoteNotes, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares Interests remaining in the hands of the Company. Pledgor shall be liable for any deficiency (to the extent liable therefor under the Notes) if the remaining proceeds are insufficient to pay the indebtedness under the Note Notes in full, including the fees of any attorneys employed by the Company to collect such deficiency.

Default. If Pledgor defaults in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other It shall be an event of default hereunder if: (i) Lessee fails to pay any rent or other charges due hereunder when due and such failure shall continue for five (5) days; (ii) Lessee fails to perform any other covenant herein and such failure shall continue for ten (10) days after written notice thereof by Lessor to Lessee; (iii) Lessee shall cease to do business as a going concern; (iv) a petition is filed by or against Lessee under the Note United States Bankruptcy Code or this Pledge Agreement occurs any amendment thereto (including the bankruptcy a petition for reorganization or insolvency of Pledgoran arrangement), which if involuntary is not discharged within ninety (90) days; (v) Lessee makes a general assignment for the Company may exercise any and benefit of its creditors; (vi) Lessee sells, transfers or disposes of all the rightsor substantially all of its assets or property; (vii) Lessee attempts to remove, powers and remedies of any owner sell, transfer, encumber, sublet or part with possession of the Pledged Shares Equipment; or (including viii) upon any Event of Default under that certain Securities Purchase Agreement dated as of the right date hereof between Lessor and Lessee or any Related Document (as defined therein). In the event of the occurrence of a default: (1) all sums to vote become due hereunder for the shares then-remaining term of this Lease shall, at Lessor's option, become due and receive dividends and distributions payable forthwith; or (2) the Equipment shall upon Lessor's demand be surrendered in accordance with respect to such shares) and shall have and may exercise Paragraph 9 or Lessor and/or its agents may, without demand notice or liability or legal process, enter into any and all the rights and remedies granted to a secured party upon default premises under the Uniform Commercial Code control of California Lessee, or otherwise available any agent of Lessee, where the Equipment may be or where Lessor believes the Equipment to the Company under applicable law. Without limiting the foregoingbe, the Company is authorized to sell, assign and deliver at its discretion, from time to time, repossesses all or any part of the Pledged Shares at Equipment, discontinue and separate all thereof from any private sale other property and using all force necessary or public auctionpermitted by applicable law to do so. Lessee hereby expressly waives all further rights to possession of the Equipment and all claims for injuries suffered through or caused by such repossession. Should any legal proceedings be instituted by Lessor to recover any moneys due or to become due hereunder and/or for possession of any or all of the Equipment, on not less than ten days written notice Lessee shall pay all expenses incurred by Lessor in exercising or attempting to Pledgorexercise its rights, powers and remedies herein conferred or now or hereafter existing, at such price law or prices and upon such terms as in equity, or in collecting or attempting to collect moneys due or to become due under the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auctionLease, the Company may bid forincluding, and become the purchaser ofwithout limitation, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, reasonable attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyexpenses.

Default. If the Pledgor defaults in the payment of the principal or ------- interest under the Note when as it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs and has not been remedied within the 10 day period provided in Section 3(a)(i) of the Note (including the bankruptcy or insolvency of the Pledgor) (each such occurrence shall be deemed a "Default"), the Company may exercise any and all of the rights, powers and remedies of any an owner of the Pledged Shares Securities (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California the State of New York or otherwise available to the Company under applicable law. Without limiting the foregoing, if the Pledgor Defaults, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares Securities at any private sale or public auction, on not less than ten days written notice to the Pledgor, at such price or prices and upon such terms as the Company may deem advisable. The Pledgor shall have no right to redeem the Pledged Shares Securities after any such sale or assignment. At any such sale or auction, the Company or any other holder of shares of the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares Securities offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided provided, however, that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to the Pledgor and the Pledgor shall be entitled to the return of any of the Pledged Shares Securities remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.

Default. If Pledgor defaults in the payment Any of the principal or ------- interest under the Note following shall constitute a "default" hereunder: (a) Lessee fails to pay when it becomes due (whether upon demand, acceleration or otherwise) any rent or any other sum required to be paid hereunder and such failure continues for ten days from written notice thereof from Lessor; (b) Lessee fails to observe, keep or perform any other term, covenant or condition of this Lease and such failure continues for thirty days from written notice thereof from Lessor; (c) Lessee becomes insolvent or admits in writing its inability to pay or fails to pay its debts as they become due, or makes an assignment for the benefit of its creditors, or applies for or acquiesces in the appointment of a receiver, trustee or other custodian for any of its properties or assets; (d) any proceeding shall be commenced by or against Lessee for any relief which includes, or might result in, any modification of the obligations of Lessee under this Lease or relief under any bankruptcy or insolvency laws or other laws relating to the relief of debtors, adjustment of indebtedness, reorganization, composition or extension, unless, in the case of an involuntary proceeding not consented to or acquiesced in by Lessee, such proceeding shall have been dismissed within 90 days after the same shall have been commenced (provided that this Lease shall terminate automatically if Lessee fails to pay any rent when due hereunder after a proceeding has been commenced by or against Lessee under the United States Bankruptcy Code); (e) Lessee voluntarily or involuntarily, by operation of law or otherwise, removes, sells, transfers, assigns, grants any security interest in, pledges, hypothecates, encumbers, parts with possession of or sublets this Lease or any Furniture, or attempts to do so, except only as and to the extent expressly permitted hereby; or (f) Lessee commits an event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencySublease.

Default. If Pledgor defaults That in the event default is made in payment of the principal or ------- interest under the Note when it becomes due (whether upon demandrent, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part thereof, and such default continues for Seven (7) days after notice of such non-payment has been delivered to the Tenant, or in the case of non-performance or non-observance on the part of the Pledged Shares Tenant of any covenant, condition, restriction or stipulation herein contained, expressed or implied, which ought to be observed or performed by the Tenant, and which has not been expressly waived in writing by the Landlord, and such non-performance or non-observance continues for Seven (7) days after notice of such default has been delivered to the Tenant, then the Landlord may at its option in addition to exercising any private sale other remedy available to it in law, remedy and defect or public auction, on not less than ten days default by the Tenant and charge to the Tenant as Additional Rent such cost and/or cancel this lease by written notice to Pledgorthe Tenant and, at in any one or more of such price cases, all rights and interest hereby created or prices then existing in favour of the Tenant or derived under this lease, shall thereupon cease and determine, and the Landlord may re-enter into and upon the Demised Premises and to repossess and enjoy the same of its former estate, anything herein to the contrary notwithstanding, or the Landlord may re-let the Demised Premises as agent for the Tenant; PROVIDED, HOWEVER, that in case of such terms as cancellation and re-entry, the Company may deem advisable. Pledgor Tenant shall continue to be liable to pay and the Landlord shall have no right to redeem the Pledged Shares after same remedy for the recovery of any such sale rent then due or assignment. At accruing due as if this lease had not been cancelled, together with interest at the rate of Eighteen percent (18%) per annum on any such sale or auctionoverdue rent, the Company may bid forbut remained in full force and effect, and become the purchaser offurther, the whole or that any part right of action of the Pledged Shares offered for sale. In case Landlord against the Tenant in respect of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return antecedent breach of any of the Pledged Shares remaining in said covenants, conditions, restrictions and stipulations shall not thereby be prejudiced; PROVIDED FURTHER, the hands Landlord reserves any and all legal remedies and rights of action for damages against the Tenant for breach of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencylease.

Default. If Pledgor defaults A. Lessor may terminate this Lease on five (5) days’ notice: (i) if rent or additional rent is not paid within ten (10) days after written notice from Lessor; or (ii) if Lessee shall have failed to cure a default in the performance of any covenant of this Lease (except the payment of the principal or ------- interest under the Note when it becomes due (whether upon demandrent), acceleration or otherwise) or any other event rule or regulation hereinafter set forth within five (5) days after written notice thereof or, if such default is incapable of cure within said five (5) day period, if Lessee shall not promptly proceed to cure such default under within said five (5) days, or shall not thereafter complete the Note curing of such default with due diligence; or this Pledge Agreement occurs (including iii) if a petition in bankruptcy shall be filed by or against Lessee or if Lessee shall make a general assignment for the bankruptcy benefit of creditors, or insolvency of Pledgor), receive the Company may exercise any and all the rights, powers and remedies benefit of any owner insolvency or reorganization act; or (iv) if a receiver or trustee is appointed for any portion of Lessee’s property and such appointment is not vacated within thirty (30) days; or (v) if any execution or attachment shall be issued under which the premises shall be taken or occupied or attempted to be taken or occupied by anyone other than Lessee; or (vi) if the premises become and remain vacant or deserted for a period of twenty (20) days; or (vii) if the premises are used for some purpose other than the purpose in Article I hereof; or (viii) if this lease is mortgaged or assigned without the prior written consent of Lessor; or (ix) if any portion of the Pledged Shares premises is sublet without the prior written consent of Lessor; or (including the right x) if Lessee shall default beyond any grace period under any other Lease between Lessee and Lessor; or (xi) if Lessee shall fail to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California move into or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part take possession of the Pledged Shares at any private sale or public auction, on not less than ten premises within fifteen (15) days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part commencement of the Pledged Shares offered for sale. In case term of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencythis Lease.

Default. If Pledgor defaults A. Tenant shall be in default hereunder in any of the following events: (i) Tenant shall fail to pay rent within ten (10) days of the due date thereof or to pay any other monetary amount due hereunder within five (5) days following written notice thereof; (ii) Tenant shall fail to perform any of its other obligations under this Agreement and such default shall not have been remedied within thirty (30) days after Tenant’s receipt of written notice from Landlord specifying such default and requiring it to be remedied or such additional time as is reasonably required to correct any such default; or (iii) Tenant shall default in the observance of Tenant’s insurance requirements for which there will be no notice of default or cure period or (iv) be dissolved or judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within forty-five (45) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of the principal or ------- interest under the Note when it becomes due (whether upon demanddebt, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor Landlord shall be entitled to all remedies available at law and equity, including, without limitation, the return remedy of forcible entry and detainer, and Landlord may immediately or at any time thereafter without further demand or notice, mail a notice of termination of this Agreement addressed to the Tenant at its address as noted in Section 24 and thereby terminate this Agreement, and thereafter, if Tenant has vacated the Premises, then Landlord may enter into and upon the Premises and repossess the same and remove any effects of Tenant in accordance with applicable law or in the event that Tenant has not vacated the Premises, evict Tenant from the Premises using any method then permitted by applicable law, all of the Pledged Shares remaining in the hands foregoing to be without prejudice to any remedies which might otherwise be used for arrears of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees rent or preceding breach of any attorneys employed by the Company to collect such deficiencycovenant.

Default. If Pledgor defaults the DEVELOPER failsand/or WCL LANDOWNERS fail to meet any of the time frames set forth in the payment S.R. 56 Roadway Agreement or herein, unless extended pursuant to Section J.22. of this Restated D.A., it shall be considered. (2011), the COUNTY may declare a default of this Restated D.A. (2011) entitling the COUNTY to enforce the terms of the principal or ------- interest under the Note when it becomes due S.R. 56 Roadway Agreement and this Restated D.A. (whether upon demand2011). Upon said default, acceleration or otherwise) or any other DEVELOPER and/or WCL LANDOWNERS default under this Restated D.A. (2011) or the Amended D.O., for any development beyond 1,747 dwelling units in Phase 1, the COUNTY may require that development activities and the issuance of Phase I permits, certificates of occupancy, plats and or other development approvals shall cease until the default has been cured to the satisfaction of the COUNTY. In addition, the DEVELOPER acknowledgesand WCL LANDOWNERS acknowledge that, in the event of an uncured event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)hereunder, the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including COUNTY has the right to vote allow third parties to construct the shares Eastern Segment and receive dividends to utilize the plans and distributions with respect permits therefore (and, upon such a default, the DEVELOPER and WCL LANDOWNERS will be deemed to such shares) have assigned the plans and permits to the COUNTY), and the COUNTY shall have the right to utilize and may exercise without demand any and all the rights and remedies granted make available to a secured third party upon default under all such permits and plans for the Uniform Commercial Code purpose of California or otherwise available enabling such third party to complete such improvements. In addition, in the event of a default, at the COUNT'SCOUNTY'S request, the DEVELOPER and/or DISTRICTWCL LANDOWNERS shall immediately assign to the Company under applicable lawCOUNTY all construction contracts, plans and permits relating to the Eastern Segment. Without limiting The DEVELOPERDEVELOPER and WCL LANDOWNERS further agrees that it has no vested right in any development approval, plat or permit issued after an uncured event of default of this Restated D.A.,. (2011), and acknowledges and agrees that the foregoing, COUNTY has the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares revoke any development approval, plat or permit issued after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part an uncured event of the Pledged Shares offered for sale. In case default of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencythis Restated D.A. (2011).

Default. If Pledgor defaults If: (i) there shall be a default in payment of any Rental which shall continue for a period of ten (10) days following receipt by Tenant of notice thereof from Landlord; or (ii) there shall be a default in any other of Tenant's obligations hereunder or if the Premises be abandoned or vacated by Tenant; and if such default or condition shall continue for a period of thirty (30) days following receipt by Tenant of notice from Landlord to make good such default or correct such condition; or (iii) any proceedings under the present or any future Bankruptcy Act be instituted by or against Tenant, or any receiver or trustee be appointed for or ordered to dispose of Tenant's business or property, or if Tenant makes any assignment or conveyance for benefit of creditors and if any such proceeding instituted against Tenant shall not be dismissed within 20 days following the date of such institution; then, in such event Landlord shall have the right, immediately or at any time thereafter, to enter upon the Premises in the payment name of the principal whole and repossess the same as of its former estate and expel Tenant and all those claiming by, through or ------- interest under it, and remove their goods and effects and store the Note when it becomes due (whether same on behalf of Tenant without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or other default hereunder and upon entry as aforesaid this Lease Agreement shall be terminated. Landlord, at its election, may effect such termination by written notice to Tenant to that effect, which shall have the same force as an entry for breach as provided in this Section. In case of such termination, Landlord shall become entitled to receive from Tenant, and Tenant shall pay to Landlord on demand, acceleration or otherwise) or any other event of default under as initial liquidated damages, a sum equal to the Note or this Pledge Agreement occurs (including amount by which the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner sum of the Pledged Shares (including rent and other payments called for hereunder for the right to vote remainder of the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without term exceeds the fair rental value of the Premises for the remainder of the term. Further, Tenant shall, on demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretionLandlord, from time to timetime indemnify Landlord against all loss of rent, all or any part other payments and damages, however caused, which it may incur by reason of such termination during the remainder of the Pledged Shares at term, first giving credit to any private sale or public auctionpayments made by Tenant to Landlord on account of initial liquidated damages as aforesaid. In computing such damages there shall be added such reasonable expenses as Landlord may incur in connection with such termination and/or reletting, on not less than ten days written notice to Pledgorsuch as legal expenses, at such price or prices brokerage, expenses for keeping the Premises in good order and upon such terms for preparing the same for reletting and expenses and/or decorations in the Premises as way be necessary for the Company may deem advisablepurpose of reletting. Pledgor Landlord shall also have no the right to redeem the Pledged Shares after pursue such other rights and remedies as may be allowed at law or equity against Tenant, and any and all other parties who may be liable. All such remedies shall be cumulative. Provided, however, if any such sale default be under clause (ii) above and it would take more than thirty (30) days to cure the same, Landlord shall not forfeit the lease created hereby, enter upon the Premises or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of exercise any of the Pledged Shares remaining in other remedies herein provided for such default if Tenant begins the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient cure thereof within such period and pursues same with reasonable due diligence to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencycompletion.

Default. If Pledgor defaults In the event that: (a) LESSEE shall default in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) security deposit or any other event installment of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies Annual Base Rent of any owner Additional Rent, and such default shall continue for five (5) business days after written notice thereof; or (b) LESSEE shall default in the observance or performance of any other of LESSEE’s covenants, agreements, or obligations hereunder and such default shall not be corrected within thirty (30) days after written notice thereof or within such longer time as may be reasonably necessary provided LESSEE commences to cure within such 30-day period and diligently pursues such cure to completion; (c) LESSEE shall be declared bankrupt or insolvent according to law, or if any voluntary or involuntary petition for bankruptcy is filed against LESSEE and not discharged within sixty (60) days from filing; or if any assignment shall be made of LESSEE’s property for the Pledged Shares (including benefit of creditors; then, while such default continues, and without demand or further notice, LESSOR shall have the right to vote the shares re-enter and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part take complete possession of the Pledged Shares at any private sale or public auctionLeased Premises, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as declare the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid forterm of this Lease ended, and become to remove LESSEE’s effects, without being guilty of any manner of trespass and without prejudice to any remedies which might be otherwise used for arrears of rent and other default of breach of covenant. LESSEE shall indemnify LESSOR against all loss of Rent and other payments which LESSOR may incur by reason of such termination during the purchaser of, the whole or any part remainder of the Pledged Shares offered for saleterm, it being expressly understood that LESSOR shall use reasonable efforts to relet the Leased Premises and collect all rents from such reletting. In case If LESSEE shall default, after reasonable notice thereof, in the observance or performance of any conditions or covenants on LESSEE’s part to be observed or performed under or by virtue of any one of the provisions in any section of this Lease, LESSOR, without being under any obligation to do so and without thereby waiving such saledefault, may after deducting the expiration of any applicable cure period, remedy same for the account and at the expense of LESSEE, (including but not limited to application of any or all of the Security Deposit held by LESSOR). If LESSOR pays or incurs any obligations for the payment of money in connection therewith, including but not limited to reasonable attorney’s fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of eighteen (18%) percent per annum and costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor LESSOR by LESSEE as additional rent. Upon default of this Lease by LESSEE, and Pledgor because the payment of Rent in monthly installments is for the sole convenience of the LESSEE, the entire balance of the Rent which would accrue hereunder shall at the option of the LESSOR become immediately due and payable. The foregoing shall be entitled subject to LESSOR’s agreement to take reasonable steps to mitigate its damages (in which case the LESSOR shall repay to LESSEE the mitigated amount against the accelerated Rent paid by LESSEE), but such mitigation shall not be construed to require LESSOR to lease to any substitute tenant: (a) at any Rent that is less than the lower of: (i) the Rent that is set forth in this Lease, or (ii) the Rent for comparable space in the Building being marketed by LESSOR as of the date of the default; (b) for a Term that is less than the remaining balance of the Term of the Lease; (c) on any terms or conditions that are materially less favorable to LESSOR than those set forth in the Lease; or (d) if such substitute tenant is reasonably objectionable to the return of any of LESSOR. Notwithstanding the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient foregoing, LESSEE agrees to pay the indebtedness reasonable attorney’s fees incurred by LESSOR in enforcing any or all obligations of LESSEE under the Note in full, including the fees of this Lease at any attorneys employed by the Company to collect such deficiencytime.

Default. If Pledgor defaults Tenant covenants that if the rent reserved by this Lease or any part thereof shall be unpaid when due, or if the premises shall become vacant or actually unoccupied during the term, or if Tenant shall fail to perform any of the conditions, covenants, provisions and agreements contained herein, or if a petition in bankruptcy shall be filed by Tenant, or if Tenant shall be adjudged bankrupt or insolvent by any court, or if a receiver or trustee in bankruptcy or a receiver of the property of Tenant shall be appointed in any suit, action or proceeding, or if Tenant shall make an assignment for the benefit of creditors, or if an execution shall be issued against Tenant, or if Tenant's leasehold interest herein shall be levied upon, or if Tenant's leasehold interest herein shall by operation of law pass to any person other than Tenant, then, in such events, Landlord may, subject to the applicable provisions of the laws of the State of North Carolina, at its option, without notice to Tenant or to any assignee, transferee, trustee, receiver or other person or persons, with force or otherwise retake and recover possession of said premises and terminate this Lease and the term herein and hereby granted and demised; or, in each and every such case, Landlord at its option without notice to Tenant, or to any assignee, transferee, trustee, receiver or other person or persons, with force or otherwise, may enter said premises and relet the same as it may see fit, without avoiding or terminating this Lease and for the purpose of such reletting Landlord may make such repairs in or to said premises as Landlord may deem necessary for the purpose of such reletting, and if a sufficient sum shall not be realized from such reletting after paying the costs, expenses and charges of such reletting and of the repairs in and to said premises to equal the rent hereinbefore covenanted to be paid by Tenant, then Tenant shall pay any deficiency thereby upon demand therefor and such deficiency shall be considered, construed and taken to be a debt provable in bankruptcy or receivership. On default, as herein defined, Landlord shall have the further right to take possession of any furniture or other property on said premises, and to sell the same at public or private sale without notice, and to apply the same to the payment of the principal or ------- interest under rent due by these presents, holding the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be Tenant liable for any deficiency the deficiency, if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyany.

Default. 4.1 (a) If Pledgor defaults Lessee shall default in the payment performance of any of its obligations set forth in Article I hereof, and if such default shall continue for ten (10) days after written notice from Lessor to Lessee specifying any other default or defaults, Lessee has not commenced diligently to correct the default or defaults so specified or has not thereafter diligently pursued such correction to completion, or (b) if any assignment shall be made by Lessee for the benefit of creditors, or (c) If the Lessee's leasehold interest shall be taken on execution, or (d) a petition is filed by Lessee for adjudication as a bankrupt, or for reorganization or an arrangement under any provision of the principal Bankruptcy Act as then in force and effect, or ------- interest (e) any involuntary petition under any of the Note when it becomes due provisions of the said Bankruptcy Act is filed against Lessee and such involuntary petition is not dismissed within thirty (whether upon 30) days thereafter, then and in any of such cases Lessor may lawfully, immediately or at any time thereafter, and without further notice or demand, acceleration or otherwise) or and without prejudice to any other event of default under remedies either enter into and upon the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Premises or any part thereof, in the name of the Pledged Shares whole, or mail a notice of termination addressed to Lessee at any private sale or public auctionthe Premises, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms entry or mailing, this Lease shall terminate, cease and be at an end. In the event that this Lease is terminated under any of the foregoing provisions contained in this Article IV, or otherwise for breach of Lessee's obligations hereunder, Lessee covenants to pay forthwith to Lessor as compensation the Company may deem advisableexcess of the total rent reserved for the residue of the term over the fair rental value of the Premises for said residue. Pledgor This covenant shall have no right run with the land and in calculating the rent reserved there shall be included the value of all other considerations agreed to redeem be paid or performed by Lessee for such residue of the Pledged Shares term, and Lessee further covenants as an additional and cumulative obligation after any such sale or assignment. At any such sale or auction, ending to pay punctually to Lessor all the Company may bid for, sums and become perform all the purchaser of, obligations which Lessee covenants in this Lease to pay and to perform in the whole or any part of same manner and to the Pledged Shares offered for salesame extent and at the same times as if this Lease had not been terminated. In case of calculating the amounts to be paid by Lessee under the foregoing covenant, Lessee shall be credited with any such saleamount actually paid to Lessor as compensation as hereinbefore provided and also with any additional rent actually obtained by Lessor by reletting the Premises, after deducting the costs, attorneys' fees and other expenses of sale collecting the same. Nothing therein contained shall, however, limit or prejudice the right of Lessor to prove for and delivery, the remaining proceeds obtain in proceedings for bankruptcy or insolvency or arrangement with creditors as liquidated damages by reason of such sale determination an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amounts referred to above. The term "Lessee" as used in this Article IV shall be applied deemed to include the principal Guarantor, if any, of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLessee's obligations hereunder.

Default. 17. (1) If Pledgor Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if the principal demised premises becomes vacant or ------- interest deserted "or if this lease be rejected under [Section] 235 of Title 11 of the Note when it becomes due U.S. Code (whether upon demand, acceleration bankruptcy code):" or otherwise) if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the demised premises shall be taken or occupied by someone other event of than Tenant; or if Tenant shall make default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) any other lease between Owner and Tenant; or if Tenant shall have and may exercise without demand failed, after five (5) days written notice, to redeposit with Owner any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part portion of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be security deposited hereunder which Owner has applied to the principal payment of any rent and accrued interest on the Note; provided that after payment in full additional rent due and payable hereunder or failed to move into or take possession of the indebtedness evidenced by premises within thirty (30) days after the Note, the balance commencement of the proceeds term of sale then remaining this lease, of which fact Owner shall be paid the sole judge; then in any one or more of such events, upon Owner serving a written fifteen (15) days notice upon Tenant specifying the nature of said default and upon the expiration of said fifteen (15) days, if Tenant shall have failed to Pledgor and Pledgor comply with or remedy such default, or if the said default or omission complained of shall be entitled of a nature that the same cannot be completely cured or remedied within said fifteen (15) day period, and if Tenant shall not have diligently commenced during such default within such fifteen (15) day period, and shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may serve a written five (5) days' notice of cancellation of this lease upon Tenant, and upon the return expiration of any of said five (5) days this lease and the Pledged Shares remaining in the hands of the Company. Pledgor term thereunder shall be liable for any deficiency end and expire as fully and completely as if the remaining proceeds are insufficient expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyOwner but Tenant shall remain liable as hereinafter provided.

Default. (a) If Pledgor defaults lessee fails to pay any rent or other amount herein provided within ten (10) days after the same is due and payable, or if lessee fails to perform any other provision hereof within ten (10) days after notice thereof from lessor, or if lessee dies or ceases to exist, or if lessee is adjudicated a bankrupt, suspends business, becomes insolvent, makes an assignment for the benefit of creditors or enters into or petitions for a creditor's arrangement or if an attachment be levied or a lien be filed against any of lessee's property or against equipment or if a receiver be appointed for any of lessee's property or should the lessee fail to use such equipment strictly in compliance with all municipal, state and federal regulatory agency requirements then and upon the payment happening of any of such events the entire balance of the principal or ------- interest under rent called for by this lease shall, at the Note when it becomes election of lessor, become forthwith due (whether upon demand, acceleration or otherwise) and owing or any other event guarantor of this lease defaults on any obligation to lessor or any of the above listed events of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions occur with respect to any guarantor or any such shares) guarantor files or has filed against it a petition under bankruptcy law; and lessor shall have and may the right, but shall not be obligated, to exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California one or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part more of the Pledged Shares following remedies: (i) sue for and recover all rents and other amounts then xccrued, due and owing, or thereafter accruing under this lease; including the estimated residual value for the equipment if such equipment has not been returned to or has been disposed by lessor as set forth herein and including "taxes" described in Paragraph 12 of this document; (ii) take possession of the equipment and for the purpose thereof may enter the premises on which equipment is located without court order or other process of law (damages occasioned by such taking are expressly waived by lessee), and thereupon lessee's right to possession and use of equipment shall terminate, but lessee shall be and remain liable for the total rent for the term as set forth in Paragraph 5 hereof; (iii) sell or lease any or all items of equipment at any public or private sale for cash or public auctionon credit, on not less than ten days written notice or, if leased, to Pledgor, at such price or prices persons and upon such terms as the Company may deem advisable. Pledgor lessor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid forelect, and become the purchaser ofrecover from lessee all costs of taking possession, the whole storing, repairing and selling or any part leasing equipment, together with an amount equal to ten percent (10%) of the Pledged Shares offered actual cost to lessor of the items of equipment sold or leased and the unpaid balance of the total rent for sale. In case the initial term of any such sale, after deducting this lease attributable to the costs, attorneys' fees and other expenses items of sale and delivery, equipment sold or leased less the remaining net proceeds of such sale shall be applied or the total rent under such lease; (iv) terminate this lease as to any or all items of equipment; (v) in the principal event lessor elects to terminate this lease as to any or all items of and accrued interest on equipment, to recover from lessee as to each item subject to such termination, the Note; provided that after payment in full worth at the time of such termination, of the indebtedness evidenced by excess, if any, of the Note, amount of rent reserved herein for said item for the balance of the proceeds term hereof over the then reasonable rental value of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to said item for the return same period of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencytime.

Default. If Pledgor defaults 5.01 Landlord may terminate this Lease on five (5) days’ notice: (a) if Fixed Annual Rent or Additional Rent is not paid within five (5) days after written notice from Landlord that same was due and not paid; or (b) if Tenant shall have failed to cure a default in the performance of any covenant of this Lease (except the payment of the principal or ------- interest under the Note when it becomes due (whether upon demandRent), acceleration or otherwise) or any other event rule or regulation hereinafter set forth, within twenty (20) days after written notice thereof from Landlord, or if such default cannot be completely cured in such time, if Tenant shall not promptly proceed to cure such default within said twenty (20) days, or shall not complete the curing of such default under with due diligence; or (c) when and to the Note extent permitted by law, if a petition in bankruptcy shall be filed by Tenant or this Pledge Agreement occurs (including if Tenant shall make a general assignment for the bankruptcy benefit of creditors, or insolvency of Pledgor), receive the Company may exercise any and all the rights, powers and remedies benefit of any owner insolvency or reorganization act, or if a petition in bankruptcy is filed against tenant and same is not dismissed within sixty (60) days after Tenant has actual notice of the Pledged Shares filing thereof; or (including d) if a receiver or trustee is appointed for any portion of Tenant’s property and such appointment is not vacated within thirty (30) days; or (e) if an execution or attachment shall be issued under which the right Premises shall be taken or occupied or attempted to vote be taken or occupied by anyone other than Tenant; or (f) if the shares Premises are abandoned by Tenant; or (g) if Tenant shall default after notice and receive dividends beyond any applicable cure period under any other lease between Tenant and distributions with respect to such shares) and shall have and may exercise without demand any and all Landlord at the rights and remedies granted to a secured party upon default under Building. At the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part expiration of the Pledged Shares at five (5) day notice period, this Lease and any private sale rights of renewal or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms extension thereof shall terminate as completely as if that were the Company may deem advisable. Pledgor shall have no right to redeem date originally fixed for the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part expiration of the Pledged Shares offered for sale. In case Term of any such salethis Lease, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale but Tenant shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be remain liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyas hereinafter provided.

Default. If Pledgor defaults in the payment Lessor considers that Lessee has not complied with any of the principal covenants, conditions or ------- interest obligations hereunder, whether express or implied, Lessor shall notify Lessee, in writing, by certified mail, setting out specifically in what respects it is claimed that Lessee has breached this Lease. The receipt of such notice by Lessee and the lapse of thirty (30) days thereafter, without Lessee’s curing or commencing and diligently pursuing such action which is necessary to cure the alleged breaches shall be a default hereunder. Upon such default, Lessor may, at its option, terminate this Lease. Whether or not Lessor so terminates this Lease, Lessor has all of its rights and remedies under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or law and this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions Lease with respect to such shares) and shall have and may exercise without demand default. Notwithstanding any and all contrary provision in the rights and remedies granted foregoing paragraph, if Lessee fails to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of make any of the Pledged Shares remaining payments due under Articles 3, 4, 6 or 10 herein within thirty (30) days after receipt of notice of such failure from Lessor, this Lease shall terminate absolutely; provided, however, that any termination for whatever reason shall not excuse Lessee from performing all obligations incurred under the terms of this Lease prior to such termination. In the event that Lessee, in good faith, contests the hands default by court action within thirty (30) days after receipt of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient such notice by Lessee, and Lessee continues to pay the indebtedness payments required and perform the other obligations of this Lease, this Lease shall not be terminated until a final decision has been reached that a default exists; Lessee shall have thirty (30) days within which to cure or commence and diligently pursue such actions necessary to cure the default or such other reasonable time as the parties shall mutually agree or the court shall determine. In the event of termination under this Article 15, Lessee shall have the Note in fullright to remove, including pursuant to Article 17, its property and equipment from the fees North Battle Mountain Mineral Prospect, as hereinafter provided, but only after Lessee has performed all of any attorneys employed its accrued obligations under this Lease. Until such performance by Lessee, Lessor shall have a lien upon all of Lessee’s property and improvements located on the Company to collect such deficiencyNorth Battle Mountain Mineral Prospect.

Default. If Pledgor defaults in the payment Lessor considers that Lessee has not complied with any of the principal covenants, conditions or ------- interest obligations hereunder, whether express or implied, Lessor shall notify Lessee, in writing, by certified mail, setting out specifically in what respects it is claimed that Lessee has breached this Lease. The receipt of such notice by Lessee and the lapse of thirty (30) days thereafter, without Lessee’s curing or commencing and diligently pursuing such action which is necessary to cure the alleged breaches shall be a default hereunder. Upon such default, Lessor may, at its option, terminate this Lease. Whether or not Lessor so terminates this Lease, Lessor has all of its rights and remedies under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or law and this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions Lease with respect to such shares) and shall have and may exercise without demand default. Notwithstanding any and all contrary provision in the rights and remedies granted foregoing paragraph, if Lessee fails to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of make any of the Pledged Shares remaining payments due under Articles 3, 4, 6 or 10 herein within thirty (30) days after receipt of notice of such failure from Lessor, this Lease shall terminate absolutely; provided, however, that any termination for whatever reason shall not excuse Lessee from performing all obligations incurred under the terms of this Lease prior to such termination. In the event that Lessee, in good faith, contests the hands default by court action within thirty (30) days after receipt of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient such notice by Lessee, and Lessee continues to pay the indebtedness payments required and perform the other obligations of this Lease, this Lease shall not be terminated until a final decision has been reached that a default exists; Lessee shall have thirty (30) days within which to cure or commence and diligently pursue such actions necessary to cure the default or such other reasonable time as the parties shall mutually agree or the court shall determine. In the event of termination under this Article 15, Lessee shall have the Note in fullright to remove, including pursuant to Article 17, its property and equipment from the fees Red Rock Mineral Prospect, as hereinafter provided, but only after Lessee has performed all of any attorneys employed its accrued obligations under this Lease. Until such performance by Lessee, Lessor shall have a lien upon all of Lessee’s property and improvements located on the Company to collect such deficiencyRed Rock Mineral Prospect.

Default. If Pledgor defaults This Lease and Tenant’s right to possession of the Premises is made subject to and conditioned upon Tenant performing all of the covenants and obligations to be performed by Tenant hereunder, at the times and pursuant to terms and conditions set forth herein. The following events shall each be an event of default by Tenant under this Lease (“Default”): (a) Tenant fails to pay any Rent or other charge when the same is due; (b) Tenant fails to perform any other obligation to be performed by Tenant within the time or times set forth herein; (c) Tenant makes any material misrepresentation, or commits any fraud or criminal act; (d) Tenant shall become insolvent, make a transfer in fraud of its creditors, make an assignment for the benefit of its creditors, files or has filed against it a petition in bankruptcy, has a receiver, trustee or liquidator appointed over a substantial portion of its property or this Lease, or is adjudicated insolvent; or (e) Tenant vacates or abandons the Premises for more than thirty (30) days. In the event any monetary Default shall continue for five (5) days after receipt of written notice from Landlord, or in the payment event any non-monetary Default shall continue for ten (10) days after receipt of written notice from Landlord, or in the principal event Tenant becomes in Default for the same general reason three (3) or ------- interest more times during the Term (regardless of whether or not Tenant subsequently cures such Defaults); then, in addition to all other remedies afforded Landlord under this Lease, at law or in equity, Landlord may terminate this Lease, or terminate Tenant’s right of possession to the Note when it becomes due (whether upon demandPremises without terminating this Lease, acceleration or otherwise) by delivery of written notice to Tenant. In either event, Landlord shall have the right to dispossess Tenant, or any other person in occupancy, together with their property, and re-enter the Premises. No such dispossession of Tenant or re-entry by Landlord, or Landlord’s voluntary acceptance of the keys to the Premises, shall constitute or be construed as an election by Landlord to terminate this Lease, unless Landlord delivers written notice to Tenant specifically terminating this Lease. Upon such re-entry, Tenant shall be liable for all expenses incurred by Landlord in recovering the Premises including, without limitation, clean-up costs, legal fees, removal, storage or disposal of Tenant’s property, and restoration costs. In the event Landlord elects to terminate this Lease, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of default under termination, together with any late fees and interest thereon, plus an amount equal to all tenant concessions initially granted to Tenant including, but not limited to, any free or reduced Rent, any interior finish constructed within the Note Premises, or any contribution paid to Tenant in lieu thereof. In addition thereto, the remainder of the Rent payable by Tenant through the Expiration Date of this Pledge Agreement occurs Lease, less the fair market rental value of the Premises over the same period (including net of all expenses and vacancy periods reasonably projected by Landlord to be incurred in connection with the bankruptcy or insolvency reletting of Pledgorthe Premises) shall be accelerated and become immediately due and payable. In the event Landlord elects not to terminate this Lease, but only to terminate Tenant’s right of possession to the Premises, Tenant shall immediately vacate the Premises and pay to Landlord all Rent accrued through the effective date of repossession, together with any late fees and interest thereon. Upon repossession, Landlord may use reasonable efforts to mitigate its damages and relet the Premises upon terms and conditions satisfactory to Landlord; however, Landlord shall have no duty to prioritize the reletting of the Premises over the leasing of other vacant space within the Property. Tenant shall remain liable for all Rent accruing after the date of repossession (together with all late fees and interest), payable monthly as such Rent accrues, in an amount equal to the Company may exercise Rent payable under this Lease, less the rent (if any) collected by Landlord from any and all the rights, powers and remedies of any owner of the Pledged Shares (including reletting. Landlord shall have the right to vote make repairs, alterations, and additions in or to the shares Premises and receive dividends redecorate and distributions remodel the same to the extent deemed necessary by Landlord in connection with respect any reletting of the Premises; and Tenant shall pay to Landlord the cost thereof within fifteen (15) days after receipt of Landlord’s statement. In addition to any other remedy afforded Landlord under this Lease, Tenant hereby grants to Landlord a continuing security interest in all of Tenant’s goods, wares, equipment, fixtures, furniture, and all proceeds thereof (collectively, “Security”) situated within the Premises. In the event Tenant shall be in Default under this Lease, Tenant shall not remove any such shares) Security from the Premises without the prior written consent of Landlord; and Landlord shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingincluding, without limitation, the Company is authorized right to sell, assign and deliver sell such Security at its discretion, from time to time, all public or any part of the Pledged Shares at any private sale or public auction, on not less than ten days upon five (5) days’ prior written notice to PledgorTenant. Tenant hereby agrees to execute financing statements and other reasonable instruments necessary or desirable, in Landlord’s discretion, to perfect any security interest hereby created; and, in the event Tenant should fail or refuse to execute any such financing statements or instruments, Landlord shall be granted a limited power of attorney to execute such statements/instruments in the name and on behalf of Tenant and perfect Landlord’s security interest in the Security. The lien hereby created shall be in addition to any statutory lien granted under the laws of the State of Minnesota. No action by Tenant after final judgment for possession of the Premises shall reinstate this Lease, and Tenant waives any and all rights of redemption in the event Tenant is judicially dispossessed. Should Landlord elect not to exercise any of its rights in the event of a Default, it shall not be deemed a waiver of such rights as to subsequent Defaults. No payment by Tenant or receipt by Landlord of a lesser amount than that stipulated to be paid shall be deemed to be anything other than a payment on account; nor shall any endorsement or statement on any check or letter accompanying any payment be deemed an accord and satisfaction; and Landlord may accept any payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy under this Lease. Landlord reserves the right to apply any monies received from Tenant, regardless of how designated, to any outstanding Rent, interest, late fees or other amounts then owed to Landlord under this Lease. All of the aforesaid rights of Landlord shall be in addition to any remedies which Landlord may have at such price law or prices and upon such terms as the Company may deem advisable. Pledgor in equity; Landlord shall have no the right to redeem the Pledged Shares after pursue any such sale one or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds all of such sale remedies; and no election of remedy by Landlord shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of preclude Landlord from subsequently pursuing any of Landlord’s other remedies. Tenant shall pay all costs and attorney’s fees incurred by Landlord from enforcing the Pledged Shares remaining in the hands covenants of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencythis Lease.

Default. If Pledgor defaults this lease is terminated in accordance with any of ------- the terms herein (with the exception of Paragraph 27), or if Lessee vacates or abandons the Premises or if Lessee shall fail at any time to keep or perform any of its covenants or conditions of this lease, i.e. specifically the covenant for the payment of monthly rent (and such failure is not cured within ten (10) days after written notice thereof by Lessor to Lessee in the principal or ------- interest case of monetary default and thirty (30) days for all other defaults under the Note when it becomes due (whether upon lease), then, and in any of such events, Lessor may with or without notice or demand, acceleration at Lessor's option, and without being deemed guilty of trespass and/or without prejudicing any remedy or otherwiseremedies which might otherwise be used by Lessor for arrearages or preceding breach of covenant or condition of this lease, enter into and repossess said Premises and expel the Lessee and all those claiming under Lessee. In such event Lessor may eject and remove from said Premises all goods and effects (forcibly if necessary). This lease if not otherwise terminated may immediately be declared by Lessor as terminated, provided however, in the case of non-monetary defaults, if the failure is of such a nature that it cannot be completely remedied within such thirty (30) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)day period, the Company may exercise any and all the rights, powers and remedies of any owner failure shall not be a default if Lessee begins correction of the Pledged Shares failure within the thirty (including 30) day period and thereafter proceeds with reasonable diligence to correct the right failure as soon as practicable. The termination of this lease pursuant to vote this Article shall not relieve Lessee of its obligations to make the shares payments required herein. In the event this lease is terminated pursuant to this Article, or if Lessor enters the Premises without terminating this lease and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, Lessor relets all or any part a portion of the Pledged Shares at any private sale or public auctionPremises, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor Lessee shall be liable to Lessor for all the reasonable costs of reletting, including necessary renovation and alteration of the leased Premises. Lessee shall remain liable for all unpaid rental which has been earned plus late payment charges pursuant to Paragraph 21 and for the remainder of the term of this lease for any deficiency between the net amounts received following reletting and the gross amounts due from Lessee, or if Lessor elects, Lessee shall be immediately liable for all rent and additional rent (Paragraph 19) that would be owing to the remaining proceeds are insufficient to pay end of the indebtedness under the Note in fullterm, including the fees of less any attorneys employed rental loss Lessee proves could be reasonably avoided, which amount shall be discounted by the Company discount rate of the Federal Reserve Bank, situated nearest to collect such deficiencythe Premises, plus one percent (1%).

Default. 14.1 If Pledgor defaults Tenant shall be in default in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) rental or any other event charges provided for herein and such default shall continue for a period of default under the Note or this Pledge Agreement occurs five (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares5) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days after written notice from Landlord to PledgorTenant, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale if Tenant shall be applied to in default in the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return performance of any of the Pledged Shares remaining other covenants, promises or agreements herein contained for Tenant to be kept and performed and such default shall continue for thirty (30) days after Landlord shall have notified Tenant in writing of the existence of such default, or if Tenant is adjudicated a bankrupt, or if a receiver is appointed for Tenant’s property, including Tenant’s interest in the hands Leased Premises, and such receiver is not removed within thirty (30) days after appointment, or if, whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceeding under present or future law whereby the Company. Pledgor rent, or any part thereof, is or is proposed to be reduced or payment thereof deferred, or if Tenant makes an assignment for the benefit of creditors, or if the Leased Premises or Tenant’s effects or interest therein shall be liable for levied upon or attached under process against Tenant, not satisfied or dissolved within thirty (30) days from such levy or attachment, or if Tenant abandons the Leased Premises, then, and in any deficiency if or all said events, Tenant shall be deemed to have breached this Lease and Landlord shall have the remaining proceeds are insufficient to pay the indebtedness under the Note in fullright at its option, including the fees without limitation of any attorneys employed by the Company other rights available to collect such deficiency.Landlord at law or in equity to:

Default. If Pledgor defaults in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return The occurrence of any of the Pledged Shares remaining following shall constitute a material default and breach of this Lease by SUBLESSEE: (1) Any failure by SUBLESSEE to pay Minimum Rent or Percentage Rent or any other monetary sums required to be paid hereunder, where such failure continues for three (3) days after written notice by SUBLESSOR to SUBLESSEE: (2) The failure to occupy or the abandonment or vacation of the Premises by SUBLESSEE; (3) The repudiation of this Lease by SUBLESSEE, any action by SUBLESSEE which renders performances by SUBLESSEE of its obligations under this Lease impossible, or any action by SUBLESSEE which demonstrates an intent by SUBLESSEE not to perform an obligation under this Lease or not to continue with the performance of obligations under this Lease; (4) A failure by SUBLESSEE to observe and perform any other provisions of this Lease to be observed or performed by SUBLESSEE, where such failure continues for fifteen (15) days after written notice thereof by SUBLESSOR to SUBLESSEE; provided, however, that if the nature of the default is such that the same cannot reasonably be cured within said fifteen (15) day period, SUBLESSEE shall not be deemed to be in default if SUBLESSEE shall within such period commence such cure and thereafter diligently prosecute the same to completion; (5) The making by SUBLESSEE of any general assignment or general arrangement for the benefit of creditors, the filing by or against SUBLESSEE of a petition to have SUBLESSEE adjudged bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the hands case of a petition filed against SUBLESSEE, the Companysame is dismissed within sixty (60) days), the appointment of a trustee or receiver to take possession of substantially all of SUBLESSEE'S assets or of SUBLESSEE'S interest in this Lease, where possession is not restored to SUBLESSEE within thirty (30) days, or the attachment, execution or other judicial seizure of substantially all of SUBLESSEE'S assets located at the Premises or of SUBLESSEE'S interest in this Lease, where such seizure is not discharged within thirty (30) days. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.B.

Default. If Pledgor defaults 5.01 Landlord may terminate this Lease on ten (10) Business Days’ notice: (a) if Fixed Annual Rent or Additional Rent is not paid within five (5) days after written notice from Landlord that the same is past due; or (b) if Tenant shall have failed to cure a default in the performance of any covenant of this Lease (except the payment of the principal or ------- interest under the Note when it becomes due (whether upon demandRent), acceleration or otherwise) or any other event rule or regulation hereinafter set forth, within thirty (30) days after written notice thereof from Landlord, or if default cannot be completely cured in such time, if Tenant shall not promptly proceed to cure such default within said thirty (30) days, or shall not complete the curing of such default under with due diligence; or (c) when and to the Note extent permitted by law, if a petition in bankruptcy shall be filed by or this Pledge Agreement occurs (including against Tenant or if Tenant shall make a general assignment for the bankruptcy benefit of creditors, or insolvency of Pledgor), receive the Company may exercise any and all the rights, powers and remedies benefit of any owner insolvency or reorganization act; or (d) if a receiver or trustee is appointed for any portion of Tenant’s property and such appointment is not vacated within sixty (60) days; or (e) if an execution or attachment shall be issued under which the Premises shall be taken or occupied or attempted to be taken or occupied by anyone other than Tenant; or (f) if Tenant shall default beyond any grace period under any other lease between Tenant and Landlord. At the expiration of the Pledged Shares ten (including 10) Business Day notice period, this Lease and any rights of renewal or extension thereof shall terminate as completely as if that were the right to vote date originally fixed for the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part expiration of the Pledged Shares at any private sale or public auctionTerm of this Lease, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms but Tenant shall remain liable as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyhereinafter provided.

Default. If Pledgor defaults default is made in the payment of any installment of rent on the principal due date thereof, or ------- interest under if LESSEE shall default in the Note when it becomes due performance of any other Agreement (whether upon other than payment of rent) and such default (other than payment of rent) continues for 30 days after written notice thereof, or if the Leased Premises be vacated or abandoned in violation of the terms hereof, then in any such event this Lease shall terminate, at the option of the LESSOR, and LESSOR may re-enter the Leased Premises and take possession thereof, with or without force or legal process and without notice or demand, acceleration the service of notice, demand or otherwise) legal process being hereby expressly waived, and upon such entry, as aforesaid, this Lease shall terminate and the LESSOR may exclude LESSEE from the Leased Premises, changing the lock on the door or doors if deemed necessary, without being liable to LESSEE for any damages or for prosecution therefore, LESSOR's rights in such event may be enforced by action in unlawful detainer or other event of default under proper legal action, and the Note or this Pledge Agreement occurs (including LESSEE shall remain liable for a sum equal to the bankruptcy or insolvency of Pledgor), entire rent payable to the Company may exercise any and all the rights, powers and remedies of any owner end of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) term hereof and shall have and pay any loss or deficiency sustained by the LESSOR on account of the Leased Premises being let for the remainder of the then current term for a sum less than the amount due hereunder. LESSOR, as agent for LESSEE without notice, may exercise without demand any and all re-let the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Leased Premises or any part thereof for the remainder of the Pledged Shares at any private sale or public auction, on not then current term for a sum less than ten days written notice to Pledgorthe amount due hereunder. LESSOR, at such price or prices and upon such terms as agent for LESSEE without notice, may re-let the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole Leased Premises or any part thereof for the remainder of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable term or for any deficiency if the remaining proceeds are insufficient longer or shorter period as opportunity may offer, and at such rentals as may be obtained, and LESSEE agrees to pay the indebtedness under difference between a sum equal to the Note in full, including amount of rent payable during the fees residue of any attorneys employed the term and the net rent actually received by the Company to collect such deficiencyLESSOR during the term after deducting all expenses of every kind for repairs, recovering possession and re-letting the same, which difference shall accrue and be payable monthly.

Default. If Pledgor defaults Tenant shall fail to pay any installment of rent promptly on the day when the same shall become due, and shall continue in default for a period of ten (10) days after receipt of written notice thereof by Landlord, or if Tenant shall fail to promptly keep and perform any other affirmative covenant of this Lease or to commence such performance in good faith in accordance with the terms of this Lease and shall continue in default for a period of thirty (30)days after receipt of written notice thereof by Landlord of default and demand of performance, then and in any such event, and as often as any such event shall occur, provided Tenant has failed to cure such default within ten (10) or thirty (30) days of the respective notice, Landlord may, at its sole election and in addition to any and all other remedies provided by law or contained in this Lease, declare this Lease terminated and enter into and upon the Premises and take back same from Tenant. In such event, Tenant shall not be released from the rent past due, or future rent, or from the payment of damages for the principal breach of this Lease by Tenant. Furthermore, in the event of a default of the terms of this Lease, the Landlord shall be reimbursed by the Tenant for all legal fees incurred by the Landlord in connection with the enforcement of the terms of this Agreement. All remedies of Landlord shall be cumulative or ------- interest under alternate, and the Note when it becomes due (whether upon demand, acceleration or otherwise) or exercise of one remedy shall not waive the exercise of any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for saleremedy. In case the Landlord shall default in the performance of any material covenant or agreement contained herein, including but not limited to Landlord interfering with Tenant's enjoyment of the Premises, in particular with Tenant's access to ingress to and egress from the Premises, and said default shall continue for a period of thirty (30) days after written notice thereof to Landlord setting forth the specific nature of the default, then no rent shall be payable under this Lease for such saletime as such default shall continue, and the Tenant, after deducting such thirty (30) day period to cure, may declare the costsTerm of this Lease ended and may vacate the Premises and be relieved from all further obligations under this Lease except those that are intended to survive the termination of this Lease (e.g. the indemnification set forth in paragraph 19 above), attorneys' fees and other expenses or, if the Landlord has not diligently begun to cure such material breach (e.g. by accepting bids for repair) at the end of sale and deliverysaid thirty (30) day period, then the remaining proceeds Tenant may, at its option, at any time during the continuance of such sale shall be applied default after the expiration of said thirty days' notice, pay any sum necessary to perform any obligation of Landlord hereunder and deduct the principal of and accrued interest on cost thereof from the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid rent thereafter to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness become due under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencythis Lease.

Default. If Pledgor defaults Borrower shall be in default under this Agreement and under each of the other Loan Documents if it shall default in the payment of any amounts due and owing under the Loan and such default continues for 5 days after written notice thereof. Borrower shall also be in default if it should fail to timely and properly observe, keep or perform any term, covenant, agreement or condition in any Loan Document, the Warrant or in any other loan agreement, promissory note, security agreement, deed of trust, assignment, pledge or other contract securing or evidencing payment of any indebtedness of Borrower to Lender, and such default shall continue uncured for a period of thirty (30) days following written notice by Lender to Borrower; provided, further, that if the Borrower has undertaken to cure any such default and is diligently prosecuting such cure, to the reasonable satisfaction of Lender, it shall not constitute a default under this Agreement if the subject default remains uncured beyond thirty (30) days following written notice by Lender to Borrower. Borrower shall also be in default and all unpaid principal or ------- and accrued interest under the Note when it becomes Loan shall become immediately due and payable: (whether upon demandi) if Borrower commences voluntary proceeding under any provision of Title 11 of the United States Code, acceleration as now or otherwise) hereafter amended, or commences any other event proceeding, under any law, now or hereafter in force, relating to its own bankruptcy, insolvency, reorganization, liquidation, or otherwise to the relief of default under its own debtors or the Note readjustment of its own indebtedness; (ii) if Borrower makes any assignment for the benefit of its own creditors or this Pledge Agreement occurs similar arrangement with its own such creditors; (including iii) if Borrower appoints a receiver, trustee or similar judicial officer or agent to take charge of or liquidate any of its own property or assets; (iv) upon the bankruptcy or insolvency commencement against Borrower of Pledgorany involuntary proceeding of the kind described in subsections (i), (ii) and (iii) herein; (v) any other liquidation, dissolution or winding up of Borrower; (vi) any consolidation, merger, recapitalization, sale of equity securities or other transaction pursuant to which the Company may exercise any and all the rights, powers and remedies of any owner holders of the Pledged Shares Borrower's outstanding capital stock immediately preceding such event own less than 50% of the outstanding capital stock (including on a fully diluted basis) of the right to vote the shares and receive dividends and distributions with respect to such sharessurviving corporation; or (viii) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code sale, lease or other disposition of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part substantially all of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part assets of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyBorrower.

Default. (a) If Pledgor defaults Lessee shall fail to pay any rent, additional rent, or other monies due under this Lease within fifteen (15) days after the due date thereof; or shall fail to duly and timely perform any other term, covenant, condition or provision of this Lease required to be performed; or if Lessee shall become bankrupt or insolvent, or file any debtor proceedings, or take or have taken against Lessee in the payment any court pursuant to any statute either of the principal United States or ------- interest of any state a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a portion of Lessee's property; or shall make an assignment for the benefit of creditors, or petition for or enter into an arrangement, or suffer this Lease to be taken under the Note when it becomes due (whether upon demandany writ of execution or attachment; or if this Lease shall pass to or devolve upon, acceleration by law or otherwise, one other than Lessee except as otherwise provided for in this Lease, then in any one or more of such events, upon Lessor serving a written five (5) or any other event day notice of default under upon Lessee specifying the Note or nature of said default and if, at the expiration of said five (5) day period, Lessee shall have failed to cure the default then, Lessor may give Lessee a three (3) day notice of cancellation of this Pledge Agreement occurs Lease and at the expiration of such three (including 3) day period, this Lease and the bankruptcy or insolvency of Pledgor), the Company may exercise any term hereunder shall terminate and all the rights, powers and remedies of any owner come to an end of the Pledged Shares (including date specified in such notice of cancellation, and Lessee shall quit and surrender the right demised premises to vote Lessor as if the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part term hereunder ended by expiration of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for saletime fixed herein. In case of any such saleevent, after deducting the costshowever, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale Lessee shall be applied remain liable to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable Lessor for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyall monies as hereinafter provided.

Default. If Pledgor defaults 20.1 With respect to all payments required to be made by WORLDCOM hereunder, WORLDCOM shall be in default hereunder if such payment is not paid on the date due and payable hereunder, and from and after such date such unpaid amount shall bear interest until paid at a rate equal to the rate set forth in Article XXVII. With respect to all non-payment obligations, WORLDCOM shall be in default under this Agreement thirty (30) days after QWEST shall have given WORLDCOM written notice of such default unless WORLDCOM shall have cured such default or such default is otherwise waived within such thirty (30) days; provided, however, that where such default cannot reasonably be cured within such thirty (30) day-period, if WORLDCOM shall proceed promptly to cure the principal same and prosecute such curing with due diligence, the time for curing such default shall be extended for such period of time as may be necessary to complete such curing. Events of default also shall include, but not be limited to, the making by WORLDCOM of a general assignment for the benefit of its creditors, the filing of a voluntary petition in bankruptcy or ------- interest under the Note when it becomes due filing of a petition in bankruptcy or other insolvency protection against WORLDCOM which is not dismissed within ninety (whether upon demand90) days thereafter, acceleration or otherwise) the filing by WORLDCOM of any petition or any other answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment composition, liquidation, dissolution, or similar relief. Any event of default by WORLDCOM may be waived under the Note terms of this Agreement at QWEST's option. Upon the failure by WORLDCOM to timely cure any such default after notice thereof from QWEST, QWEST may (i) take such action as it determines, in its sole discretion, to be necessary to correct the default, and (ii) pursue any legal remedies it may have under applicable law or this Pledge Agreement occurs (including the bankruptcy or insolvency principles of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect equity relating to such sharesbreach. Notwithstanding the above, if WORLDCOM certifies in good faith to QWEST in writing that a default has been cured, such default shall be deemed to be cured unless QWEST otherwise notifies WORLDCOM in writing within fifteen (15) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code days of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds receipt of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencynotice from WORLDCOM.

Default. If Pledgor This lease is made upon the express condition that if the Lessee fails to pay the rental reserved herein or any part thereof after the same shall become due and such failure shall continue for a period of five (5) days without the necessity of written notice thereof from the Lessor to Lessee, or it the Lessee fails or neglects to perform, meet or observe any of the Lessees other obligations hereunder and such failure or neglect shall continue for a period of thirty (30) days after written notice thereof from the Lessor to the Lessee, then the Lessor, at any time thereafter, by written notice to the Lessee, may lawfully declare the termination hereof and reenter said premises or any part thereof and by due process of law expel and remove the Lessee or any person or persons occupying the premises and may remove all personal property therefrom without prejudice to any remedies which might otherwise be used for the collection or arrears or rent or for other defaults of the covenants, conditions or terms of this Lease. In the event that the monthly rental payable hereunder is not paid within seven (7) day grace period then the Lessee shall, in addition to the monthly rental reserve, pay to the Lessor, a sum equal to five percent (5%) of the rent dues as a late charge in addition to the actual rental due and said late chare shall be additional rental due hereunder. Notwithstanding any other provisions of this Lease, where the curing of an alleged default requires mores than the payment of money, and the principal or ------- interest under work of curing said default cannot be reasonably accomplished within the Note when it becomes due (whether time permitted and the Lessee has commenced upon demand, acceleration or otherwise) or any other event the curing of said default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)and diligently pursuing same, the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor Lessee shall be entitled to reasonable time extensions to permit the return completion of work of curing said default, as a condition precedent to any re-entry by the Lessor termination of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed Lease by the Company to collect such deficiencyLessor.

Default. If Pledgor defaults there exists any Event of Default, as defined below, under the terms of this Note or under the terms of the Construction Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing ("Deed of Trust"), or any other document executed in connection with this Note (herein called "Loan Documents"), Payee or the holder hereof is expressly authorized without notice or demand of any kind to make all sums of Interest and principal and any other sums owing under this Note immediately due and payable and to apply all payments made on this Note or any of the Loan Documents to the payment of any such part of any Event of Default as it may elect. An Event of Default shall be either (1) a default in the payment of the principal whole or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or in any part of the Pledged Shares at several installments of this Note when due, or (2) any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as of the Company may deem advisable. Pledgor shall have no right to redeem Events of Default contained in any of the Pledged Shares after any such sale or assignmentLoan Documents. At any such sale or auctiontime after an Event of Default the entire unpaid balance of principal, together with Interest accrued thereon, shall, at the Company may bid for, and become the purchaser of, the whole or any part option of the Pledged Shares offered for salelegal holder hereof and without notice (except as specified in any Loan Documents) and without demand or presentment, become due and payable at the place of payment. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment Anything contained herein or in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in Loan Documents to the hands contrary notwithstanding, the principal balance together with accrued Interest thereon so accelerated and declared due as aforesaid shall continue to bear Interest and shall include compensation for late payments on any and all overdue installments as described above. If an Event of Default has occurred, the Company. Pledgor shall be liable for any deficiency if failure of Payee or the remaining proceeds are insufficient holder hereof to pay promptly exercise its rights to declare the indebtedness under the Note remaining unpaid hereunder to be immediately due and payable shall not constitute a waiver of such rights while such Event of Default continues nor a waiver of such right in fullconnection with any future Event of Default. Maker hereby waives presentment for payment, protest and demand, and notice of protest, demand, dishonor, nonpayment and nonperformance including the fees notice of dishonor with respect to any check or draft used in payment of any attorneys employed by the Company to collect such deficiencysum due hereunder.

Default. (1) If Pledgor Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent; or if the demised premises become deserted; or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised premises shall be taken or occupied by someone other than Tenant; of if this lease be rejected under Section 365 of Title II of the U.S. Code (Bankruptcy Code)* (17.3);; then, in any one or more of such events, upon Owner serving a written (17.1) days notice upon Tenant specifying the nature of said default and upon the expiration of said(17.1), if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said) (17.1)day period, and if Tenant shall not have diligently commenced curing such default within such (17.1) day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, then Owner may serve a written five (5) days notice of cancellation of this lease upon Tenant, and upon the expiration of said five (5) days, this lease and the term thereunder shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to Owner but Tenant shall remain liable as hereinafter provided. (2) If the notice provided for in (1) hereof shall have been given, and the term shall expire as aforesaid; or if Tenant shall make default in the payment of the principal rent reserved (17.4) or ------- interest under in making any other payment herein required; then and in any of such events Owner may without notice, re-enter the Note when it becomes due (whether upon demand, acceleration demised premises either by force or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become dispossess Tenant by summary proceedings or otherwise, and the purchaser oflegal representative of Tenant or other occupant of demised premises and remove their effects and hold the premises as if this lease had not been made, and Tenant hereby waives the whole service of notice of intention to re-enter or any part to institute legal proceedings to that end. Remedies of the Pledged Shares offered for sale. In case Owner and Waiver of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.Redemption:

Default. If Pledgor defaults Lessee (a) shall fail to pay the said rent or any part thereof promptly when due, whether or not notice or demand has been given or made by Lessor, or (b) shall fail to pay any other sum due Lessor under the terms of this lease within ten (10) days after notice by Lessor, or (c) shall fail to faithfully observe or perform any of the other covenants or agreements herein contained and on the part of Lessee to be observed and performed within thirty (30) days after notice of breach thereof or such longer period of time as is reasonably necessary if Lessee commences such cure within said thirty (30) days and thereafter diligently prosecutes the same, or (d) shall become bankrupt, go into receivership, or make an assignment for the benefit of creditors, or take or have taken against Lessee any proceedings of any kind under any provisions of the Federal Bankruptcy Act, or (e) shall abandon the premises, or (f) if this lease or any estate of Lessee hereunder shall be sold under any attachment or execution, then and in any such event Lessor may at once reenter the premises by means of a pass key or otherwise, with or without process of law, with or without notice to Lessee and with or without terminating this lease and may upon such entry remove from said premises all persons and property and use all necessary force therefor, and in all respects take the actual, full and exclusive possession of said premises and every part thereof without incurring any liability to Lessor or to any persons occupying or using said premises for any damage sustained by reason of such entry upon said premises or such removal of persons or property therefrom; and Lessee shall indemnify and save harmless Lessor from all cost, loss or damage whatsoever arising or occasioned thereby. Upon or without such entry, Lessor may, in the payment event of the principal or ------- interest under the Note when it becomes due (whether upon demandany such default, acceleration or otherwise) or at its option terminate this lease and/or bring suit for summary possession against Lessee without prejudice to any other event remedy or right of default under the Note action for arrears of rent or for any preceding or other default. Should Lessor elect to reenter, as herein provided, or should they take possession pursuant to legal proceedings or pursuant to any notice provided by law, they may either terminate this Pledge Agreement occurs (including the bankruptcy lease or insolvency of Pledgor), the Company they may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all without terminating this lease, relet the premises or any part thereof for a term or terms (which need not be the same as the remaining portion of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, term of this lease) and at such price rental or prices rentals and upon such other terms and conditions as the Company Lessor in its reasonable discretion may deem advisable. Pledgor shall have no , with the right to redeem make such alterations and repairs to the Pledged Shares after premises as may be reasonably necessary to relet. Upon each such reletting (a) Lessee shall be immediately liable to pay to Lessor, in addition to any indebtedness other than rent due hereunder, the cost and expense of such reletting and of such alterations and repairs, incurred by Lessor, and the amount, if any, by which the rent reserved in this lease for the period of such reletting (up to but not beyond the term of this lease) exceeds the amount agreed to be paid as rent for the premises for such period on such reletting; or (b) at the option of Lessor rents received from such reletting shall be applied: first, to the payment of any indebtedness other than rent due hereunder from Lessee to Lessor; second, to the payment of attorneys’ fees and real estate commissions paid and all other costs and expenses of such reletting and of such alterations and repairs; third, to the payment of rent due and unpaid hereunder and the residue, if any, shall be held by Lessor and applied in payment of future rent as the same may become due and payable hereunder, otherwise such residue shall be the sole property of Lessor. If Lessee has been credited with any rent to be received by such reletting under option (a), and such rent shall not be promptly paid to Lessor by the new tenant, or if such rentals received from such reletting under option (b) during any month be less than that to be paid during that month by Lessee hereunder, Lessee shall pay any such sale deficiency to Lessor. Such deficiency shall be calculated and paid monthly. No reentry or assignmenttaking possession of the premises by Lessor shall be construed as an election on their part to terminate this lease unless a written notice of such intention be given to Lessee or unless the termination hereof be decreed by a court of competent jurisdiction. At Notwithstanding any such sale or auctionreletting without termination, Lessor may at any time thereafter elect to terminate this lease for such previous default. Should Lessor at any time terminate this lease for any default, they may recover from Lessee all damages they may incur by reason of such default, including the cost of recovering the premises, reasonable attorneys’ fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease for the remainder of the stated term over the then reasonable rental value of the premises for the remainder of the stated term, all of which amounts shall be immediately due and payable from Lessee to Lessor. In determining the rental which would be payable by Lessee hereunder, subsequent to default, the Company may bid rental for the unexpired term shall be computed pro rata upon the basis of the average aggregate rentals paid for the expired portions of the term of this lease, or the thirty-six (36) months next preceding such default, whichever period is the shorter. The foregoing remedies of Lessor shall not be exclusive but shall be cumulative and in addition to all other remedies now or hereafter allowed by law or elsewhere provided for. Nothing herein contained shall limit or prejudice Lessor’s right to prove and obtain as damages arising out of any default or termination of this lease the maximum allowed by law. Lessee hereby irrevocably appoints Lessor as agents and attorneys-in-fact of Lessee to enter upon the premises in the event of any default by Lessee and to remove any personal property situated upon the premises and to place such property in storage for the account of, and become at the purchaser ofexpense of Lessee. In the event that Lessee shall not pay the cost of storing any such property after the property has been stored for a period of thirty (30) days or more, Lessor may sell any or all of such property at public or private sale in such manner and at such times and places as Lessor in its sole discretion may deem proper, without notice to Lessee or any demand upon Lessee for the whole or payment of any part of such charges or the Pledged Shares offered for sale. In case removal of any of such saleproperty, after deducting and shall apply the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied first to the principal cost and expenses of and accrued interest on such sale, including attorneys’ fees actually incurred; second, to the Note; provided that after payment in full of the indebtedness evidenced by the Notecosts of or charges for storing any such property; third, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return payment of any other sums of money which may then or thereafter be due Lessor from Lessee under any of the Pledged Shares remaining terms thereof; and, fourth, the balance, if any, to Lessee. Lessee hereby waives all claims for damages that may be caused by Lessor’s removing and storing furniture and property, as herein provided, and will save Lessor harmless from loss, costs or damages occasioned Lessor thereby. Any other provision in this Lease to the contrary notwithstanding, in the hands event of the Company. Pledgor termination or reentry due to Lessee’s default hereunder, Lessor shall be liable for any deficiency if obligated to use reasonable efforts to relet the remaining proceeds are insufficient premises and to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencymitigate damages.

Default. 19.1 If Pledgor Tenant defaults in fulfilling any of the covenants of this Lease, including the payment of rent or additional rent; or if the demised premises become vacant or deserted; or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the demised premises shall be taken or occupied by someone other than Tenant; or if this Lease be rejected under Section 365 of Title II of the U.S. Bankruptcy Code (Bankruptcy Code); or if Tenant shall fail to move into or take possession of the demised premises within thirty (30) days after the Commencement Date, of which fact Landlord shall be the sole judge; then, in any one or more of such events, upon Landlord serving a written ten (10) days' notice in the case of a default in the payment of the principal rent or ------- interest under the Note when it becomes due additional rent, or a written thirty (whether upon demand, acceleration or otherwise30) or days' notice for any other event default, upon Tenant, specifying the nature of said default under and upon the Note expiration of said ten (10) days or this Pledge Agreement occurs fifteen (including 15) days, as the bankruptcy case may be, if Tenant shall have failed to comply with or insolvency remedy such default, or if the non-monetary default or omission complained of Pledgor), shall be of such a nature that the Company may exercise any same cannot be completely cured or remedied within said thirty (30) day period and all the rights, powers and remedies of any owner of the Pledged Shares if Tenant shall not have diligently commenced to take action towards curing such default within such thirty (including the right to vote the shares and receive dividends and distributions with respect to such shares30) day period and shall have not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, then Landlord may exercise without demand serve a written five (5) days' notice of cancellation of this Lease upon Tenant, and, upon the expiration of said five (5) days, this Lease and the term hereunder and any rights of renewal or extension thereof shall end and all expire as fully and completely as if the rights date of expiration of such five (5) day period were the day herein originally fixed for the end and remedies granted expiration of this Lease and the term hereof and Tenant shall then quit and surrender the demised premises to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable lawLandlord but Tenant shall remain liable as hereinafter provided. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares If Tenant shall at any private sale time default hereunder, and if Landlord shall institute an action or public auction, on not less than ten days written notice to Pledgor, at such price or prices and summary proceedings against Tenant based upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auctiondefault, the Company may bid forthen Tenant will reimburse Landlord for all legal expenses, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' including reasonable attorney's fees and other expenses of sale and deliverydisbursements, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced thereby incurred by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLandlord.

Default. If Pledgor defaults Upon the occurrence of an Event of Default hereunder, then the assignment granted in this Mortgage shall automatically become absolute as provided in La. R.S. 9:4401, and Grantee, without in any way waiving such default, at its option, upon notice and without regard to the payment adequacy of the principal security for the Indebtedness and performance of the Obligations or ------- interest to whether it has exercised any of its other rights or remedies hereunder, shall have the right to directly collect and receive all Rents and any other proceeds and/or payments arising under or in any way accruing under the Note when it becomes Leases assigned herein, as such amounts become due (whether upon and payable and to apply the same to the Indebtedness as provided herein. In order to permit the foregoing, Grantor unconditionally agrees to deliver to Grantee, immediately following demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all of Grantor's records, ledger sheets, and other documentation, in the rightsform requested by Grantee, powers with regard to the Leases and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand Rents any and all proceeds and/or payments applicable thereto. Grantee shall have the rights further right, upon the occurrence of an Event of Default, where appropriate and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its within Grantee's sole discretion, to file suit, either in Grantor's own name or in the name of Grantee, to collect any and all Rents and other proceeds and payments that may then and/or in the future be due and owing under and/or as a result of the Leases assigned herein. Where it is necessary for Grantee to attempt to collect any such Rents and other proceeds and/or payments from time to timethe obligors therefor, Grantee may compromise, settle, extend, or renew for any period (whether or not longer than the original period) any obligation or indebtedness thereunder or evidenced thereby, or surrender, release, or exchange all or any part of said obligation or indebtedness, without affecting the Pledged Shares at liability of Grantee under this Mortgage or under the Indebtedness. To that end, Grantor hereby irrevocably constitutes and appoints Grantee as its attorney-in-fact, coupled with an interest and with full power of substitution, to take any private sale and all such actions and any and all other actions permitted hereby, either in the name of Grantor or public auctionGrantee. In order to permit the foregoing, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor Grantee shall have no right the additional irrevocable right, coupled with an interest, to: (a) remove any and all of Grantor's documents, instruments, files and records relating or pertaining to redeem the Pledged Shares after Leases and/or the Rents from any premises where the same shall then be located; (b) at Grantor's sole cost and expense, use such sale of Grantor's personnel, supplies and space at Grantor's place or assignment. At places of business as may be necessary and proper within Grantee's sole discretion, to administer collection of such proceeds and/or payments; (c) receive, open and dispose of all mail addressed to Grantor pertaining to any of the Leases and/or the Rents and proceeds and/or payments thereunder; (d) notify the postal authorities to change the address and delivery of mail addressed to Grantor pertaining to any of the Leases and/or Rents and proceeds and/or payments thereunder, to such sale address as Grantee may designate; (e) endorse Grantor's name on any and all notes, acceptances, checks, drafts, money orders, or auction, the Company other evidences of payment of such proceeds and/or payments that may bid forcome into Grantee's possession, and become to deposit or otherwise collect the purchaser ofsame; (f) prepare and mail invoices and/or statements to such obligors and/or debtors; (g) send verifications of amounts owed to such obligors and/or debtors; and (h) execute in Grantor's name affidavits and/or notices with regard to lien rights available to Grantor in connection with such Leases and/or Rents. In the event that Grantor should, for any reason whatsoever, receive any proceeds derived from the whole sale, lease, insurance loss, damage and/or condemnation, of all or any part of said premises and/or the Pledged Shares offered Leases or Rents, or should Grantor receive any other payments under the Leases or Rents as provided hereunder (with such proceeds and/or payments being hereinafter individually, collectively and interchangeably referred to as Grantor's "Rent Funds"), following notice to the obligors or debtors thereunder to make their respective payments directly to Grantor, Grantor shall hold such Rent Funds in trust for saleand on behalf of Grantee, and Grantor hereby unconditionally agrees to remit or to otherwise turn over such Rent Funds to Grantee immediately following demand. In case of Should Grantor deposit any such saleRent Funds into one or more of Grantor's deposit accounts, after deducting no matter where located, Grantee shall have the costsadditional right to attach any and all of Grantor's deposit accounts in which Grantee may prove such Rent Funds were deposited, attorneys' fees whether or not such Rent Funds are or were commingled with other moneys of Grantor, and other expenses of sale and delivery, the remaining proceeds of whether or not such sale shall be applied Rent Funds then remain on deposit in such an account or accounts. Anything to the principal contrary in this Mortgage notwithstanding, Grantee will not be deemed or construed to have taken possession of and accrued interest on the Note; provided that after payment in full said premises or to be managing it by reason of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return its exercise of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness its rights or remedies under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencythis Paragraph.

Default. If Pledgor defaults It is mutually agreed that in the event the Tenant shall default in the payment of rent herein reserved, when due, and fails to cure said default within ten (10) days after written notice hereof from the principal Landlord; or ------- interest under if the Note when it becomes due Tenant shall be in default in performing any of the terms or provisions of the lease other than the provision requiring the payment of rent, and fails to cure such default within thirty (whether upon demand, acceleration or otherwise30) or any other event days after the written notice of default under from the Note landlord; or this Pledge Agreement occurs if the Tenant is adjudicated bankrupt or if a permanent receiver is appointed for the Tenant's property and such receiver is not removed within sixty (including 60) days after written notice from the bankruptcy Landlord to Tenant to obtain such removal; or insolvency of Pledgor)if, the Company may exercise any and all the rightswhether voluntary or involuntary, powers and remedies Tenant takes advantage of any owner of debtor relief proceedings under any present or future law, whereby the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all rent or any part thereof is, is proposed to be, reduced or payment thereof deferred; or if the Tenant makes an assignment for benefit of creditors; or if the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole Tenant's property or any part thereof should be levied upon or attached under process against Tenant and not satisfied or dissolved within thirty (30) days after written notice from Landlord to Tenant to obtain satisfaction thereof; then, in any said events, Landlord at his option, may at once, or within six (6) months thereafter (but only during continuance of such default or condition), terminate this lease by written notification to the Tenant; where upon this lease shall end. After an authorized assignment or subletting of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and deliveryentire premises covered by this lease, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return occurring of any of the Pledged Shares remaining in foregoing defaults or events shall affect this lease only if caused by, or happening to the hands assignee or sub-tenant. Any notice provide ion this paragraph may be given by Landlord, or Agent herein named. Upon such termination by Landlord, Tenant will at once surrender possession of the Company. Pledgor shall premises to Landlord and remove all Tenant's property therefrom; and Landlord may forewith re-enter the premises and repossess himself hereof, and remove all property therefrom, using such force as may be liable for necessary without being guilty of trespass, forcible entry to detainer or other tort, or the violation or any deficiency if of the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees terms of any attorneys employed by the Company to collect such deficiencythis lease.

Default. If Pledgor defaults in the payment of the principal or interest ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.

Default. If Pledgor defaults 5.1 The occurrence of any one of the following events shall constitute a default by the Borrower ("Event of Default") under this Agreement: (a) if Borrower fails to pay any of Borrower's Liabilities when due and payable or declared due and payable (whether by scheduled maturity, required payment, acceleration, demand or otherwise); (b) if Borrower fails or neglects to perform, keep or observe any term, provision, condition, covenant, warranty or representation contained in this Agreement which remains uncured for a period of thirty (30) days after written notice thereof; (c) occurrence of a default or Event of Default under any of the Other Agreements heretofore, now or at any time hereafter delivered by or on behalf of Borrower to Bank; (d) occurrence of a default or an Event of Default under any agreement, instrument or document heretofore, now or at any time hereafter delivered to Bank by any guarantor of Borrower's Liabilities or by any Person which has granted to Bank a security interest or lien in and to some or all of such Person's real or personal property to secure the payment of Borrower's Liabilities; (e) if any of Borrower's assets are attached, seized, subjected to a writ, or are levied upon or become subject to any lien or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors; (f) if a notice of lien, levy or assessment is filed of record or given to Borrower with respect to all or any of Borrower's assets by any federal, state, local department or agency; (g) if Borrower or any guarantor of Borrower's Liabilities becomes insolvent or generally fails to pay or admits in writing its inability to pay debts as they become due, if a petition under Title 12 of the United States Code or any similar law or regulation is filed by or against Borrower or any such guarantor, if Borrower or any such guarantor shall make an assignment for the benefit of creditors, if any case or proceeding is filed by or against Borrower or any such guarantor for its dissolution or liquidation, or if Borrower or any such guarantor is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business affairs; (h) the death or incompetency of Borrower or any guarantor of Borrower's Liabilities, or the appointment of a conservator for all or any portion of Borrower's assets; (i) the revocation, termination, or cancellation of any guaranty of Borrower's Liabilities without written consent of Bank; (j) if Borrower or any guarantor of Borrower's Liabilities is in default in the payment of any obligations, indebtedness or other liabilities to any third party and such default is declared and is not cured within the principal time, if any, specified therefor in any agreement governing the same; or ------- interest under the Note when it becomes due (whether upon demandk) if any material statement, acceleration report or otherwise) certificate made or delivered by Borrower, any of Borrower's partners, officers, employees or agents or any other event guarantor of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any Borrower's Liabilities is not true and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencycorrect.

Default. If Pledgor defaults Section 1. This Lease is made on the condition that if the Lessee shall fail to perform any obligation hereunder in payment of base rent, additional rent, or in payment of any other sums due under this Lease, and such failure shall continue for ten (10) days after receipt of written notice from Lessor, or for thirty (30) days after receipt of written notice of default in the payment case of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event obligation (or, if said default cannot reasonably be expected to be cured within such thirty-day period, Lessee shall not within such thirty-day period promptly commence to cure such default and thereafter prosecute the curing of such default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgorto completion with due diligence), or if the Company may exercise estate hereby created shall be taken on execution or other process of law, or if the Lessee shall be declared bankrupt or insolvent according to law, or if the Lessee shall make or offer to make, in or out of bankruptcy, a composition with the Lessee's creditors, or if the Lessee shall make an assignment for the benefit of its creditors, or if the Lessee shall commit any and all the rightsact of bankruptcy, powers and remedies or if a receiver, trustee or other officer shall be appointed to take charge of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any substantial part of the Pledged Shares Lessee's property by a court, or if a petition shall be filed by or against the Lessee for the reorganization of the Lessee or for an "arrangement" under the Bankruptcy Code or under any other provisions of the Bankruptcy Code or any successor or similar State or Federal statute or regulation now or hereafter in effect, and the same, if filed against but not by Lessee, shall not be dismissed within thirty (30) days after the date on which it is filed, then and in any of the said cases, notwithstanding any prior waivers or consent the Lessor lawfully may, in addition to and not in derogation of any remedies for any preceding breach of covenant, immediately or at any private sale time thereafter and without prior demand or public auctionprior notice (1) terminate this Lease by notice in writing forthwith, or on not less than ten days written notice to Pledgora date stated in said notice, at such price (2) with or prices without process of law (forcibly, if necessary) enter into and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole Demised Premises or any part thereof in the name of the Pledged Shares offered whole and repossess the same as of the Lessor's former estate, and (3) expel the Lessee and those claiming through or under the Lessee and remove its and their effects (forcibly, if necessary without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for sale. In arrears of rent or preceding breach of covenant, and upon entry as aforesaid this Lease shall terminate, the Lessee hereby waiving all statutory rights; and in case of any such saletermination, after deducting or termination by reason of default on the costs, attorneys' fees and other expenses part of sale and deliverythe Lessee, the remaining proceeds of such sale Lessee shall be applied to at the principal of and accrued interest on the Note; provided that after payment in full election of the indebtedness evidenced by the NoteLessor, the balance of the proceeds of sale then remaining shall which election may be paid to Pledgor and Pledgor shall be entitled to the return of changed at any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.time:

Default. If Pledgor defaults “Default” means the occurrence of any one or more of the following: (i) failure of Tenant to pay when due any Rent or other amount required to be paid hereunder, if such failure continues for more than five (5) days after Tenant’s receipt of written notice thereof from Landlord; (ii) failure of Tenant, after thirty (30) days written notice, or such other notice period specified in this Lease, to observe and fully perform all of Tenant’s obligations hereunder, other than payment of Rent which is covered above; (iii) the adjudication of Tenant to be bankrupt; (iv) the filing by Tenant of a voluntary petition in bankruptcy or other similar proceedings; (v) the making by Tenant of a general assignment for the benefit of its creditors; (vi) the appointment of a receiver of Tenant’s interests in the payment of the principal Premises; or ------- interest (vii) any involuntary proceedings instituted against Tenant under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)similar laws, the Company may exercise unless such is dismissed or stayed within sixty (60) days thereafter. Notwithstanding any applicable notice and all the rightscure period provided above. Landlord shall not, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to any Default hereunder, be required to provide any applicable notice and an opportunity to cure more than two (2) times during the any consecutive twenty-four (24) month period, and upon a subsequent occurrence of any Default hereunder Tenant shall not be entitled to notice or an opportunity to cure, and Landlord may, at its option, immediately declare a Default and exercise its rights and remedies. If a Default occurs, then or at any time thereafter while such shares) Default continues, Landlord, at its option, may, without waiving any other rights available herein, at law, or in equity, either terminate this Lease or terminate Tenant’s right to possession without terminating this Lease. In either event, Landlord may, without additional notice and without court proceedings, reenter and repossess the Premises, and remove all persons and property therefrom using such force as may be necessary, and Tenant hereby waives any claim arising by reason thereof or by reason of issuance of any distress warrant and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant immediately shall have and may exercise without demand any become liable to Landlord for damages for the entire breach in an amount equal to the total Rent and all other payments due for the rights and remedies granted to a secured party upon default under balance of the Uniform Commercial Code Term discounted at the rate of California or otherwise available six percent (6%) per annum to the Company under applicable law. Without limiting then present value, less the foregoingfair rental value of the Premises for the balance of the Term (taking into account, among other factors, the Company is authorized probability of reletting the Premises for all or part of the remainder of the Term, and the anticipated duration of the period the Premises will be unoccupied prior to sellreletting) similarly discounted to present value, assign plus the cost of repossessing, remodeling and deliver re-renting the Premises and all unpaid Rent through the date of such termination. If Landlord elects to terminate Tenant’s right to possession of the Premises without terminating this Lease, Landlord may rent the Premises or any part thereof for the account of Tenant to any person for such rent and for such terms and other conditions as Landlord deems practical, and Tenant shall be liable to Landlord for the amount, if any, by which the total Rent and all other payments herein provided for the unexpired balance of the Term exceed the net amount, if any, received by Landlord from such re-renting, being the gross amount so received less the cost of repossession, re-renting, remodeling and other expenses relating thereto; Tenant shall be and remain liable for such net amount even after an eviction of Tenant from the Premises, should an eviction of Tenant from the Premises occur. Such sums shall be immediately due and payable by Tenant upon demand. In no event shall Tenant be entitled to any rents received by Landlord. If a Default occurs or in case of any holding over or possession by Tenant of the Premises after the expiration or termination of this Lease, Tenant shall reimburse Landlord on demand for all costs incurred by Landlord in connection therewith including, but not limited to, reasonable attorneys’ fees, court costs and related costs plus interest thereon at its discretionthe Default Rate, defined below. Actions by Landlord to collect amounts due from Tenant as provided in this Section may be brought at any time, and from time to time, all on one or any part more occasions, without the necessity of Landlord’s waiting until the termination of this Lease. The remedies expressed herein are cumulative and not exclusive, and the election by Landlord to terminate Tenant’s right to possession without terminating this Lease shall not deprive Landlord of the Pledged Shares at any private sale or public auctionright, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor Landlord shall have no right the continuing right, to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyterminate this Lease.

Default. If Pledgor defaults Lessee shall fail to pay to Lessor the rent and/or other sums of money payable to Lessor as and when due and payable hereunder and such default shall continue for a period of ten (10) days after Lessor has given Lessee written notice of such default, or if Lessee shall fail to comply with any other provisions or conditions of this Lease agreement, upon its part to be kept and performed, and such default shall continue for a period of thirty (30) days after written notice thereof shall be given to Lessee by Lessor, (provided however, that if such default cannot through the exercise of due diligence, be cured within thirty (30) days and if Lessee promptly commences the cure, the thirty (30) day period shall be extended as reasonably required to effect the cure) or if Lessee shall be adjudged bankrupt, or shall make an assignment for the benefit of creditors, or if a receiver of any property of Lessee in or upon said Leased Premises or for all or part of Lessees' interest hereunder be appointed in any action, suit or proceeding, by or against Lessee and such adjudication, assignment or appointment shall not be vacated or annulled within ninety (90) days, or if the interest of Lessee in the payment Leased Premises shall be sold under execution, or other legal process, it shall be lawful for Lessor to enter upon said premises, and again have, repossess and enjoy the same as if this Lease had not been made, and everything herein contained on the part of the principal or ------- interest under the Note when it becomes due (whether upon demandLessor to be done and performed shall cease and determine, acceleration or otherwise) or any other event of default under the Note or and Lessor may, at its option, declare this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)Lease terminated. The foregoing rights are without prejudice, the Company may exercise any and all the rightshowever, powers and remedies of any owner of the Pledged Shares (including to the right of Lessor to vote recover from Lessee all damages incurred by Lessor as a result of Lessee's breach and additionally Lessor may retake possession of and relet said Leased Premises for the shares and receive dividends and distributions with respect to such shares) and shall have remainder of said term for the highest rent reasonably obtainable and may exercise recover from Lessee any deficiency between the amount so obtained and the rent herein reserved plus all costs incurred by Lessor as a result of Lessee's default, including without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, limitation reasonable attorneys' fees and other expenses of sale and deliveryfees, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, brokerage commissions (pro rated through the balance of the proceeds of sale then remaining term); provided, however, Lessor shall be paid obligated in such event to Pledgor make full and Pledgor shall be entitled diligent effort to mitigate its damages by reletting said Leased Premises for the best rent reasonably obtainable; and Lessor may pursue any or all rights and remedies in equity or at law, the foregoing rights and remedies set forth being by way of example only and not by way of limitation or restriction. Notwithstanding the foregoing to the return of contrary, if Lessee, on two (2) occasions in any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient twelve (12) consecutive month period, fails to pay any rent within ten (10) days after the indebtedness same is due and notice thereof from Lessor, Lessee will be in default under this Lease during the Note in fulltwelve (12) consecutive month period immediately following the second such time Lessee fails to pay rent within ten (10) days after it is due without the necessity of Lessor giving Lessee written notice of such failure to pay. [*] omitted, including confidential material, which material has been filed separately with the fees of any attorneys employed by the Company Securities and Exchange Commission pursuant to collect such deficiencya request for confidential treatment.

Default. The occurrence of any of the following shall constitute a default by Tenant: (i) failure of Tenant to pay any rent or other sum payable hereunder within three (3) days of when due; (ii) vacation or abandonment of the Premises (Tenant’s failure to occupy and conduct business in the Premises for thirty (30) consecutive days shall be deemed an abandonment); or (iii) failure of Tenant to perform any other term, covenant or condition of this lease if the failure to perform is not cured within thirty (30) days after notice thereof has been given to Tenant (provided that if such default cannot reasonably be cured within thirty (30) days, Tenant shall not be in default if Tenant commences to cure such failure to perform within the thirty (30) day period and diligently and in good faith continues to cure the failure to perform). The notice referred to in clause (iii) above shall specify the failure to perform and the applicable lease provision and shall demand that Tenant perform the provisions of this lease within the applicable period of time. No notice shall be deemed a forfeiture or termination of this lease unless Landlord so elects in the notice. No notice shall be required in the event of abandonment or vacation of the Premises. In addition to the above, the occurrence of any of the following events shall also constitute a default by Tenant: (i) Tenant fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors (for purposes of determining whether Tenant is not paying its debts as they become due, a debt shall be deemed overdue upon the earliest to occur of the following: thirty (30) days from the date a statement therefor has been rendered; the date on which any action or proceeding therefor is commenced; or the date on which a formal notice of default or demand has been sent); or (ii) any financial statements given to Landlord by Tenant, any assignee of Tenant, subtenant of Tenant, any guarantor of Tenant, or successor in interest of Tenant (including, without limitation, any schedule of Tenant’s aged accounts payable) are proved to be materially false. At any time during the term of this lease Landlord (but not more than twice in any calendar year), at Landlord’s option, shall have the right to receive from Tenant upon Landlord’s request, a current annual balance sheet for Landlord’s review. In the event of a default by Tenant, then Landlord, in addition to any other rights and remedies of Landlord at law or in equity, shall have the right either to terminate Tenant’s right to possession of the Premises (and thereby terminate this lease) or, from time to time and without termination of this lease, to relet the Premises or any part thereof for the account and in the name of Tenant for such term and on such terms and conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises. California Industrial Lease Form Should Landlord elect to keep this lease in full force and effect, Landlord shall have the right to enforce all of Landlord’s rights and remedies under this lease, including but not limited to the right to recover and to relet the Premises. If Pledgor defaults Landlord relets the Premises, then Tenant shall pay to Landlord, as soon as ascertained, the costs and expenses incurred by Landlord in such reletting and in making alterations and repairs. Rentals received by Landlord from such reletting shall be applied (i) to the payment of any indebtedness due hereunder, other than basic rent and operating costs, from Tenant to Landlord; (ii) to the payment of the principal cost of any repairs necessary to return the Premises to good condition normal wear and tear excepted, including the cost of alterations and the cost of storing any of Tenant’s property left on the Premises at the time of reletting; and (iii) to the payment of basic rent or ------- interest under operating costs due and unpaid hereunder. The residue, if any, shall be held by Landlord and applied in payment of future rent or damages in the Note when event of termination as the same may become due and payable hereunder and the balance, if any at the end of the term of this lease, shall be paid to Tenant. Should the basic rent and operating costs received from time to time from such reletting during any month be less than that agreed to be paid during that month by Tenant hereunder, Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such reletting of the Premises by Landlord shall be construed as an election on its part to terminate this lease unless a notice of such intention is given to Tenant or unless the termination hereof is decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this lease for such previous breach, provided it has not been cured. Landlord shall have the remedy described in California Civil Code section 1951.4 (Landlord may continue the lease in effect after Tenant’s breach and abandonment and recover as rent as it becomes due (whether upon demanddue, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including if Tenant has the right to vote sublet or assign, subject only to reasonable limitations). Should Landlord at any time terminate this lease for any breach, in addition to any other remedy it may have, it shall have the shares immediate right of entry and receive dividends may remove all persons and distributions with respect to such shares) property from the Premises and shall have and may exercise without demand any and all the rights and remedies granted to of a secured party upon default under the Uniform Commercial landlord provided by California Civil Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Section 1951.2 or any part successor code section. Upon such termination, in addition to all its other rights and remedies, Landlord shall be entitled to recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises and including (i) the worth at the time of award of the Pledged Shares unpaid rent which had been earned at any private sale or public auction, on not less than ten days written notice to Pledgor, the time of termination; (ii) the worth at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part time of award of the Pledged Shares offered for sale. In case amount by which the unpaid rent which would have been earned after termination until the time of any such sale, after deducting award exceeds the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds amount of such sale shall be applied to rental loss that Tenant proves could have been reasonably avoided; (iii) the principal of and accrued interest on worth at the Note; provided that after payment in full time of the indebtedness evidenced award of the amount by which the Note, unpaid rent for the balance of the proceeds term after the time of sale then remaining award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this lease or which in the ordinary course of events would be likely to result therefrom. The “worth at the time of award of the amounts referred to in (i) and (ii) above is computed by allowing interest at the rate of twelve percent (12%) per annum or the maximum rate permitted by law, whichever is less. The “worth at the time of award of the amount referred to in (iii) above shall be paid to Pledgor and Pledgor shall be entitled to computed by discounting such amount at the return of any discount rate of the Pledged Shares remaining federal reserve bank of San Francisco at the time of award plus one percent (1%). Property removed from the Premises may be stored in a public or private warehouse or elsewhere at the hands sole cost and expense of Tenant. In the Company. Pledgor event that Tenant shall be liable for any deficiency if the remaining proceeds are insufficient to not immediately pay the indebtedness under cost of storage of such property after the Note same has been stored for a period of thirty (30) days or more, Landlord may sell any or all thereof at a public or private sale in fullsuch manner and at such times and places that Landlord, including the fees of any attorneys employed by the Company in its sole discretion, may deem proper, without notice to collect such deficiencyor demand upon Tenant.

Default. (a) If Pledgor defaults Lessee shall fail to pay any rent to Lessor when the same is due and payable under the terms of this Lease and such default shall continue for a period of ten (10) days after written notice thereof has been given to Lessee by Lessor, or if the Lessee shall fail to perform any other duty or obligation imposed upon it by this Lease and such default shall continue for a period of thirty (30) days after written notice thereof has been given to Lessee by Lessor, and Lessee has not commenced diligently to correct such default and thereafter has not diligently pursued such correction to completion, or it the Lessee shall be adjudged bankrupt, or shall make a general assignment for the benefit of its creditors, or if a receiver of any property of Lessee in or upon the Leased Premises be appointed in any actions, suit, or proceeding by or against Lessee and such appointment shall not be vacated or annulled within sixty (60) days, or if the interest of Lessee in the payment of the principal Leased Premises shall be sold under execution or ------- interest under the Note when it becomes due (whether upon demandother legal process, acceleration or otherwise) or then and in any other such event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including Lessor shall have the right to vote enter upon the shares premises and receive dividends again have, repossess, and distributions with respect enjoy the same as if this Lease had not been made, and thereupon this Lease shall terminate without prejudice, however, to the right of Lessor to recover from Lessee all rent due and unpaid up to the time of such shares) re-entry. In the event of any such default and reentry, Lessor shall have the right to relet the Leased Premises for the remainder of the then existing term whether such term be the initial term of this Lease or any renewed or extended term, for the highest rent then obtainable, and may exercise without demand any to recover from Lessee the difference between the rent reserved by this Lease and the amount obtained through such reletting plus the costs and expenses reasonably incurred by Lessor in such reletting and in addition thereto Lessor shall have all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company Lessor under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLaw.

Default. If Pledgor defaults in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwisea) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale Lessee shall be applied deemed to be in default hereunder and under an Equipment Schedule upon the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return occurrence of any of the Pledged Shares remaining following (each, an “Event of Default”): (1) Lessee shall fail to make any payment of Rent hereunder or under an Equipment Schedule as and when due and such failure shall continue unremedied for a period of five (5) days after written notice thereof to Lessee by Lessor; or (2) Lessee shall fail to obtain and maintain the insurance required herein; or (3) Lessee shall fail to perform or observe any other covenant, condition or agreement to be performed or observed by it under any Lease Document (other than any covenant or agreement in Section 14(b)(i) of this Lease, it being agreed that the Tax Indemnification Payment shall be Lessor’s sole remedy for any failure to perform or observe any such covenant or agreement of this Lease) and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof to Lessee by Lessor (unless such failure is not curable within such thirty (30) days, and Lessee is diligently pursuing a cure, in which case Lessee shall have ninety (90) days to effect such cure); or (4) Lessee shall (i) not pay its debts generally as they become due; or (ii) take action for the purpose of invoking the protection of any bankruptcy or insolvency law, or any such law is invoked against or with respect to Lessee or its property, and any such petition filed against Lessee is not dismissed within ninety (90) days; or (5) Lessee shall make or permit any unauthorized Lien (other than a Permitted Lien) against, or assignment or transfer of, this Lease, an Equipment Schedule, the Equipment, or any interest therein; or (6) any certificate, statement, representation, warranty or audit contained herein (except in respect of Section 14(b)(i) of this Lease, it being agreed that the Tax Indemnification Payment shall be Lessor’s sole remedy in connection with any such certificate, statement, representation, warranty or audit) or heretofore or hereafter furnished with respect hereto by or on behalf of Lessee proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified, or having omitted any material contingent or unliquidated liability or claim against Lessee; or (7) Lessee shall be in default under any (i) loan, lease, guaranty, installment sale or other financing agreement or financing contract, of which Lessor, or any of its Affiliates, is a party or beneficiary, involving amounts owed in the hands aggregate in excess of Ten Million Dollars ($10,000,000), or (ii) material obligation for the payment of borrowed money, for the deferred purchase price of property or any payment under any lease agreement, involving amounts owed in the aggregate in excess of Ten Million Dollars ($10,000,000), and such default shall have been declared and not yet cured; or (8) Lessee shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased substantially all of its assets as an entirety to any Person (such actions under this Section 15(a)(8) being referred to as an “Event”), unless immediately prior to such Event: (A) such Person executes and delivers to Lessor an agreement satisfactory in form and substance to Lessor, in its reasonable discretion, containing such Person’s effective assumption, and its agreement to pay, perform, comply with and otherwise be liable for, in due and punctual manner, all of Lessee’s obligations having previously arisen, or thereafter arising, under any Lease Document; and (B)(1) such Person or the new entity has a Net Worth equal to or greater than Lessee’s Net Worth as of December 31, 2002, as published in Lessee’s 10-K as filed with the Securities and Exchange Commission and has a credit rating from Standard & Poor’s Ratings Group, a Division of XxXxxx-Xxxx, Inc. (“Standard & Poor’s”) equal to or better than BB-; or (2) such Person or the new entity has a Net Worth of at least Twenty-five Million Dollars ($25,000,000) greater than Lessee’s Net Worth as of December 31, 2002, as published in Lessee’s 10-K as filed with the Securities and Exchange Commission; or (9) Lessee is no longer subject to the reporting requirements of the CompanySecurities Exchange Act of 1934, as amended, or no longer registered under Section 12 of the Securities Act of 1933, as amended, unless immediately thereafter Lessee has a Net Worth equal to or greater than Lessee’s Net Worth as of December 31, 2002, as published in Lessee’s 10-K as filed with the Securities and Exchange Commission and has a credit rating from Standard & Poor’s equal to or better than BB-, or a Net Worth of at least Twenty-five Million Dollars ($25,000,000.00) greater than Lessee’s Net Worth as of December 31, 2002, as published in Lessee’s 10-K as filed with the Securities and Exchange Commission; or (10) the occurrence of a default or an anticipatory repudiation under any guaranty executed in connection herewith. Pledgor Accounting terms used herein (including the term “Net Worth”) shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note as defined, and all calculations shall be made, in full, including the fees of any attorneys employed by the Company to collect such deficiencyaccordance with GAAP.

Default. If Pledgor defaults (a) The following events shall be deemed to be events of default by Tenant under this Lease: (i) Tenant shall fail to pay any installment of Rent or any other charge or assessment against Tenant pursuant to the terms hereof within five (5) days after the date notice of such late payment is received by Tenant; provided, however, if more than two (2) payments due of Tenant hereunder in any one (1) calendar year are not made until after notice of such late payment is received by Tenant, then it shall be an event of default hereunder by Tenant if any subsequent payment due of Tenant hereunder in the same calendar year is not made within ten (10) days of the date when due; (ii) Tenant shall fail to comply with any term, provision, covenant or warranty made under this Lease by Tenant, other than the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) Rent or any other charge or assessment payable by Tenant, and shall not cure such failure within fifteen (15) days after notice thereof to Tenant, or such longer period as is necessary to cure such default, provided Tenant is diligently pursuing same, and such cure is effectuated in any event within sixty (60) days after notice thereof is given to Tenant; (iii) Tenant or any guarantor of default this Lease shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest the Note material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Pledge Agreement occurs Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, and such proceeding shall not have been dismissed within ninety (including 90) days after the bankruptcy commencement thereof; (v) a receiver or insolvency trustee shall be appointed for all or substantially all of Pledgor), the Company may exercise any and all the rights, powers and remedies assets of Tenant or of any owner guarantor of this Lease; (vi) Tenant shall fail to take possession of the Pledged Shares Demised Premises as provided in this Lease; (including vii) Tenant shall do or permit to be done anything which creates a lien upon the right to vote Demised Premises or the shares Project and receive dividends and distributions with respect to such shareslien is not removed or discharged within fifteen (15) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company days after Tenant is authorized to sell, assign and deliver at its discretion, from time to time, all or any part provided notice of the Pledged Shares at any private sale or public auction, on not less than ten days written notice filing thereof; (viii) Tenant shall fail to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.a properly

Default. If Pledgor defaults in 18.1 In the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any default by Lessee in any of the terms and/or conditions of this Lease (other than any default occasioned by the institution of bankruptcy proceedings and/or an assignment for the benefit of creditors which shall be governed by Section 15 of this Lease), Lessor, at Lessor's option, may recover the Premises if such sale, default continues uncured for a period of thirty (30) days after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds Lessor notifies Lessee of such sale default and of Lessor's intention to recover the Premises. Upon the giving of such notice and the expiration of such thirty (30) day period, unless Lessee shall be applied to have cured the principal of and accrued interest on the Note; provided default during that after payment in full of the indebtedness evidenced by the Notetime, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor Lessor shall be entitled to the return benefit, without further notice (all statutory notice requirements being hereby expressly waived), of all the provisions of law for speedy recovery of lands and tenements as now are in force or which may hereafter be enacted and/or to reenter, repossess and/or relet the Premises as the agent of Lessee for any balance of the Pledged Shares remaining then term and collect rent therefor. And in any event, the hands Lessor may distrain, by any legal means, for any overdue installment of rent or rental payment and may enter the property for such purpose by force if necessary without liability, which liability is hereby expressly waived. In the event of reletting by the Lessor as agent for the Lessee, the reletting shall be on such terms, conditions and rentals as the Lessor deems proper, and the proceeds that may be collected from same, less the expense of reletting, including any broker's commission and costs for the repair, restoration and/or preparation of the Company. Pledgor Premises for reletting, shall be applied against the rental to be paid by Lessee, and Lessee shall be liable for any balance that may be due under this Lease or any renewal, and such reletting shall not operate as termination of this Lease or any renewal or as a waiver or postponement of any right of the Lessor against the Lessee. Any recovery of the Premises, institution of proceedings to recover the Premises, reentry, repossession and/or reletting hereunder shall not operate as, nor shall it be interpreted or construed as a termination of this Lease or any renewal, and shall not relieve Lessee of its liability and obligations under this Lease and Lessee shall in all events remain liable for the full amount of Base Rent and Additional Rent provided for in this Lease and for any deficiency if or loss of such rent; Lessor, at Lessor's option, may recover such rent and/or damages for the remaining proceeds are insufficient loss of rent in separate actions from time to time as Lessee's liability and/or obligation to pay the indebtedness under the Note rent accrue or would have accrued had Lessee not defaulted. Any such recovery, institution of legal proceedings, reentry, repossession, and/or reletting shall be in full, including the fees of addition to and without prejudice to any attorneys employed by the Company to collect such deficiencyrights and/or remedies which Lessor may otherwise have.

Default. A. If Pledgor Tenant defaults in fulfilling any of the covenants or provisions of this Lease, including, without limiting the generality of the foregoing, the covenants for the payment of Rent when due or any part thereof or for the making of any other payment herein provided or for the performance of any other covenant on Tenant's part to be performed hereunder, and such default shall continue for ten (10) days in the case of a default in the payment of Rent or other monies, after service by Landlord of written notice upon Tenant specifying the principal nature of said default, or, twenty (20) days as to any other default except that if a non-monetary default or ------- interest under omission shall be of such a nature that the Note when it becomes due same cannot be reasonably cured or remedied within said twenty (whether upon demand20) days, acceleration if Tenant shall not in good faith have com- menced the curing or otherwise) remedying of such default within such twenty-day period, and shall not thereafter diligently proceed therewith to completion, or if any levy, execution or attachment shall be issued against Tenant or any other event of Tenant's property at the Premises, or if the Premises become abandoned, vacant or deserted, or if Tenant shall default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such sharesany other lease between Landlord (or any Affiliate of Landlord) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Tenant (or any part Affiliate of Tenant), Landlord may serve upon Tenant a written notice that this Lease and the Pledged Shares at any private sale or public auctionTerm will terminate on a date to be specified therein, on which shall be not less than ten five (5) days written notice to Pledgorafter the giving of such notice, at such price or prices and upon the date so specified, this Lease and the Term shall terminate and come to an end as fully and completely as if such terms date were the date herein definitely fixed for the end and expiration of this Lease and the Term, and Tenant shall then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter set forth; provided, however, that if Tenant shall default (i) in the Company may deem advisable. Pledgor timely payment of any item of Rent or the timely reporting of Gross Sales as required by Section 3.3 hereof and any such default shall continue or be repeated for three (3) consecutive months or for a total of four (4) months in any period of twelve (12) months or (ii) in performance of any other particular convenant of this Lease more than four (4) times in any period of six (6) months, then, notwithstanding that such defaults shall have no right to redeem each been cured within the Pledged Shares period after notice as above provided, any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale further similar default shall be applied deemed to be deliberate and Landlord thereafter may serve the principal said written five (5) days' notice of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid termination without affording to Pledgor and Pledgor shall be entitled Tenant an opportunity to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect cure such deficiencyfurther default.

Default. If Pledgor defaults this lease is terminated in accordance with any of the terms herein (with the exception of Paragraph 27), or if Lessee vacates or abandons the Premises (meaning abandonment for a period of at least thirty consecutive days), or if Lessee shall fail at any time to keep or perform any of the monetary covenants or conditions of this lease, i.e. specifically the covenant for the payment of monthly rent, within five (5) days notice from Lessor, or if Lessee shall fail at any time to keep or perform any of the principal non-monetary covenants or ------- interest under conditions of this lease, within thirty (30) days after notice from Lessor (or longer if Lessee commences to cure within said thirty day period but the Note when it becomes due (whether upon default cannot reasonably be cured in thirty days) then, and in any of such events, Lessor may with or without notice or demand, acceleration at Lessor's option, and without being deemed guilty of trespass and/or without prejudicing any remedy or otherwiseremedies which might otherwise be used by Lessor for arrearages or preceding breach of covenant or condition of this lease, enter into and repossess said Premises and expel the Lessee and all those claiming under Lessee. In such event Lessor may eject and remove from said Premises all goods and effects (forcibly if necessary). This lease if not otherwise terminated may immediately be declared by Lessor as terminated. The termination of this lease pursuant to this Article shall not relieve Lessee of its obligations to make the payments required herein. In the event this lease is terminated pursuant to this Article, or if Lessor enters the Premises without terminating this lease and Lessor relets all or a portion of the Premises, Lessee shall be liable to Lessor for all the costs of reletting, including necessary renovation and alteration of the leased Premises. Lessee shall remain liable for all unpaid rental which has been earned plus late payment charges pursuant to Paragraph 21 and for the remainder of the term of this lease for any deficiency between the net amounts received following reletting and the gross amounts due from Lessee, or if Lessor elects, Lessee shall be immediately liable for all rent and additional rent (Paragraph 19) that would be owing to the end of the term, less any rental loss Lessee proves could be reasonably avoided, which amount shall be discounted by the discount rate of the Federal Reserve Bank, situated nearest to the Premises, plus one percent (1%). Waiver by the Lessor of any default, monetary or non-monetary, under this lease shall not be deemed a waiver of any other event of future default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency lease. Acceptance of Pledgor), the Company may exercise any and all the rights, powers and remedies rent by Lessor after a default shall not be deemed a waiver of any owner of defaults (except the Pledged Shares (including default pertaining to the right to vote the shares and receive dividends and distributions with respect to such sharesparticular payment accepted) and shall have and may exercise without demand any and all the rights and remedies granted to not act as a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part waiver of the Pledged Shares at any private sale or public auction, on not less than ten days written notice right of Lessor to Pledgor, at such price or prices and upon such terms terminate this lease as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds a result of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced defaults by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyan unlawful detainer action or otherwise.

Default. 17.(1) If Pledgor Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if the principal demised premises becomes vacant or ------- interest deserted “or if this lease be rejected under §235 of Title 11 of the Note when it becomes due U.S. Code (whether upon demand, acceleration bankruptcy code);” or otherwise) if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised premises shall be taken or occupied by someone other event of than Tenant; or if Tenant shall make default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) any other lease between Owner and Tenant; or if Tenant shall have and may exercise without demand failed, after (5) days written notice, to redeposit with Owner any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part portion of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be security deposited hereunder which Owner has applied to the principal payment of any rent and accrued interest on the Note; provided that after payment in full additional rent due and payable hereunder or failed to move into or take possession of the indebtedness evidenced by premises within thirty (30) days after the Note, the balance commencement of the proceeds term of sale then remaining this lease, of which fact Owner shall be paid the sole judge; then in any one or more of such events, upon Owner serving a written fifteen(15) days notice upon Tenant specifying the nature of said default and upon the expiration of said fifteen (15) days, if Tenant shall have failed to Pledgor and Pledgor comply with or remedy such default, or if the said default or omission complained of shall be entitled of a nature that the same cannot be completely cured or remedied within said fifteen (15) day period, and if Tenant shall not have diligently commenced during such default within such fifteen (15) day period, and shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may serve a written five (5) days’ notice of cancellation of this lease upon Tenant, and upon the return expiration of any of said five (5) days this lease and the Pledged Shares remaining in the hands of the Company. Pledgor term thereunder shall be liable for any deficiency end and expire as fully and completely as if the remaining proceeds are insufficient expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyOwner but Tenant shall remain liable as hereinafter provided.

Default. If Pledgor defaults In the event that Lessee shall default in the payment of the principal any rentals due hereunder, or ------- interest under the Note when it becomes due (whether upon demand, acceleration if Lessee shall fail to observe or otherwise) or perform any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including covenants, agreements, or conditions of this Lease on the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at Lessee to be kept and performed, or if Lessee shall file a petition in bankruptcy or be adjudicated a bankrupt, or if Lessee shall file any private sale petition or public auctionanswer seeking any reorganization, on arrangement, composition, readjustment, or liquidation, then in any of such events, Lessee shall be deemed to be in default under this Lease. Lessor's remedy in the event of any default includes, but is not less than ten limited to, the termination of this Lease as of the expiration of thirty (30) days after written notice specifying such default to PledgorLessee, at unless during such price thirty (30) days period Lessee shall either cure such default if the default is capable of being cured within such thirty (30) day period, or prices in the event that such default is incapable of being cured within such thirty (30) day period, Lessee commences to cure such default and upon such terms thereafter diligently pursues the same. In the event that this Lease is terminated, as aforesaid, then this Lease shall become null and void as of the Company may deem advisable. Pledgor date of termination, Lessee shall have no right further rights in respect to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid forPremises thereafter, and the Lease Agreement shall thereupon become null and void.o Lessor shall have such other remedies as are or may be provided by law. This remedy is specifically in addition to any other remedy set forth in this Lease Agreement. Should bankruptcy proceedings be filed by or against Lessor, or if Lessor is adjudged a bankrupt, or if Lessor makes an assignment for the purchaser ofbenefit of creditors, or a receiver is appointed for Lessor or the whole or leased premises, Lessee shall have the option to terminate this Lease effective immediately on any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced date chosen by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLessee.

Default. If Pledgor defaults (a) Tenant (i) shall fail to pay the rent or any charge due hereunder within five days after Landlord notifies Tenant in writing that such amount is delinquent or, (ii) if Landlord has within the payment preceding 12-month period previously delivered such a written notice of delinquency to Tenant, Tenant shall fail to pay the rent or any charge due within five days after the same is due, or (b) Tenant shall fail to perform any of the principal other covenants or ------- interest under conditions herein contained on the Note when it becomes due part of Tenant, and such default shall continue for thirty days after written notice thereof shall have been given to Tenant (whether upon demandexcept that such thirty day period shall automatically be extended for an additional period of time, acceleration up to a maximum of ninety days, reasonably necessary to cure such default, if such default cannot be cured within such thirty day period and provided Tenant commences the process of curing such default within said thirty day period and diligently pursues such cure to completion), or otherwise(c) except as permitted by this Lease, if this Lease shall, by act of Tenant or by operation of law or otherwise pass to any party other than Tenant, or (d) if Tenant shall abandon or vacate the Premises or permit the Premises to become vacant without paying the rent or any charges required by this Lease, or (e) Tenant or any guarantor of this Lease shall become insolvent or bankrupt or make an assignment for the benefit of creditors, or (f) a receiver or trustee of Tenant's property or that of any guarantor of this Lease shall be appointed and such receiver or trustee, as the case may be, shall not be discharged within 30 days after such appointment, then in any such case, Landlord may, upon notice to Tenant, recover possession of and re-enter the Premises without affecting Tenant's liability for past rent and other charges due or future rent and other charges to accrue hereunder. In the event of default under any such default, Landlord shall be entitled to recover from Tenant, in addition to rent and other charges equivalent to rent, all other damages sustained by Landlord on account of the Note or breach of this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)Lease, including, but not limited to, the Company may exercise any costs, expenses and all reasonable attorneys' fees incurred by Landlord in enforcing the rights, powers terms and remedies of any owner provisions hereof and in re-entering and recovering possession of the Pledged Shares (including Premises and for the cost of repairs, alterations and brokerage and reasonable attorneys' fees connected with the reletting of the Premises. Further, at the election of Landlord, Landlord shall have the right to vote declare this Lease terminated and canceled, without any further rights or obligations on the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of Landlord or Tenant (other than Tenant's obligation for rent and other charges due and owing through the Pledged Shares at date of termination), so that Landlord may relet the Premises without any private sale or public auction, right on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of Tenant to any credit or payment resulting from any reletting of the Pledged Shares offered for salePremises. In case of a default under this Lease, Landlord may, in addition to terminating this Lease, or in lieu thereof, pursue such other remedy or combination of remedies and recover such other damages for breach of tenancy and/or contract as are available at law or otherwise. After any requisite written notice and the expiration of the applicable cure period, Landlord may, but shall not be obligated to, cure any default by Tenant (specifically including, but not by way of limitation, Tenant's failure to obtain insurance, make repairs, or satisfy lien claims) and whenever Landlord so elects, all costs and expenses paid by Landlord in curing such default, including without limitation reasonable attorneys' fees, shall be payable to Landlord as additional rent due on demand, together with interest at the rate provided in Paragraph 26 below from the date of the advance to the date of repayment by Tenant to Landlord. A waiver by Landlord or Tenant of a breach or default by Tenant or Landlord under the terms and conditions of this Lease shall not be construed to be a waiver of any subsequent breach or default nor of any other term or condition of this Lease, and the failure of Landlord or Tenant to assert any breach or to declare a default by Tenant or Landlord shall not be construed to constitute a waiver thereof so long as such breach or default continues unremedied. No receipt of money by Landlord from Tenant after the expiration or termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises shall reinstate, continue or extend the Term of this Lease or affect any such salenotice, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencydemand or suit.

Default. If Pledgor defaults in (a) Tenant shall fail to pay the rent or any charge or other payment due hereunder within five (5) days after the same is due, or (b) Tenant shall fail to perform any of the principal other covenants or ------- interest under conditions herein contained on the Note when it becomes due part of Tenant, and such default shall continue for ten (whether upon demand10) days after written notice thereof shall have been given to Tenant (except that such ten (10) day period shall be automatically extended for an additional period of time reasonably necessary to cure such default, acceleration if such default cannot be cured within such ten (10) day period and provided Tenant commences the process of curing such default within said ten (10) day period and continuously and diligently prosecutes such cure to completion), or (c) if this Lease shall, by act of Tenant or by operation of law or otherwise, pass to any party other than Tenant in violation of Section 23, or (d) if Tenant shall abandon or vacate the Premises or permit the Premises to become vacant, or (e) Tenant shall become insolvent or bankrupt or make an assignment for the benefit of creditors, or (f) a receiver or trustee of Tenant's property shall be appointed and such receiver or trustee, as the case may be, shall not be discharged within thirty (30) days after such appointment, or (g) an execution or attachment is levied against Tenant's property, or (h) Tenant shall be in default under any other lease between Landlord (or any affiliate of Landlord) and Tenant (or an affiliate of Tenant), then in any such case, Landlord may, upon notice to Tenant, recover possession of and reenter the Premises without affecting Tenant's liability for past rent and other charges due or future rent and other charges to accrue hereunder. In the event of default under any such default, Landlord shall be entitled to recover from Tenant, in addition to rent and other charges equivalent to rent, all other damages sustained by Landlord on account of the Note or breach of this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)Lease, including, but not limited to, the Company may exercise any costs, expenses and all attorney fees incurred by Landlord in enforcing the rights, powers terms and remedies of any owner provisions hereof and in reentering and recovering possession of the Pledged Shares (including Premises and for the cost of repairs, alterations and brokerage and attorney fees connected with the reletting of the Premises. Further, at the election of Landlord, Landlord shall have the right to vote declare this Lease terminated and cancelled, without any further rights or obligations on the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of Landlord or Tenant (other than Tenant's obligation for rent and other charges due and owing through the Pledged Shares at date of termination), so that Landlord may relet the Premises without any private sale or public auction, right on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of Tenant to any credit or payment resulting from any reletting of the Pledged Shares offered for salePremises. In case of a default under this Lease, Landlord may, in addition to terminating this Lease, or in lieu thereof, pursue such other remedy or combination or remedies and recover such other damages for breach of tenancy and/or contract as available at law or otherwise. -14- Upon prior notice to Tenant, Landlord may, but shall not be obligated to, cure any default by Tenant (specifically including, but not by way of limitation, Tenant's failure to obtain insurance, make repairs, or satisfy lien claims) and whenever Landlord so elects, all costs and expenses paid by Landlord in curing such default, including without limitation attorney fees, shall be payable to Landlord as additional rent due on demand, together with interest at the rate provided in Section 27 below from the date of the advance to the date of repayment by Tenant to Landlord. A waiver by Landlord of a breach or default by Tenant under the terms and conditions of this Lease shall not be construed to be a waiver of any subsequent breach or default nor of any other term or condition of this Lease, and the failure of Landlord to assert any breach or to declare a default by Tenant shall not be construed to constitute a waiver thereof so long as such breach or default continues unremedied. No receipt of money by Landlord from Tenant after the expiration or termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises shall reinstate, continue or extend the Term of this Lease or affect any such salenotice, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencydemand or suit.

Default. If Pledgor defaults (a) Lessor may in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) writing declare this Agreement in default if: Lessee breaches its obligation to pay rent or any other event sum when due and fails to cure the breach within ten (10) days; Lessee breaches any of default its insurance obligations herewith under the Note Section X; Lessee breaches any of its other obligations hereunder and fails to cure that breach within thirty (30) days after written notice thereof: any representation or warranty made by or on behalf of Lessee in connection with this Pledge Agreement occurs (including the shall be false or misleading in any material respect; Lessee or any guarantor becomes insolvent or ceases to do business as a going concern; any Equipment is illegally used; a petition is filed by or against Lessee or any guarantor under any bankruptcy or insolvency laws; there is a revocation or anticipatory repudiation of Pledgorany guarantor's obligations under any guaranty issued in connection with this Agreement; Lessee or any guarantor shall be in default under any material obligation and the applicable grace period with respect thereto shall have expired; Lessee or any guarantor shall have terminated its existence, consolidated with, merged into or conveyed or leased substantially all of its assets as an entirety to any person (such actions being referred to as an "Event"), unless not less than sixty (60) days prior to such Event: (x) such person is organized and existing under the Company may exercise any and all the rights, powers and remedies of any owner laws of the Pledged Shares United States or any state, and executes and delivers to Lessor an agreement containing an effective assumption by such person of the due and punctual performance of this Lease or guaranty thereof, as the case may be, and (including the right to vote the shares and receive dividends and distributions with respect to such sharesy) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available Lessor is reasonably satisfied as to the Company under applicable law. Without limiting the foregoingcredit worthiness of such person; if Lessee or any guarantor is a privately held corporation and effective control of Lessee's or any guarantor's voting capital stock, the Company is authorized to sell, assign issued and deliver at its discretion, outstanding from time to time, all or any part of is not retained by the Pledged Shares at any private sale or public auction, on not less than ten days present stockholders (unless Lessee shall have provided sixty (60) days' prior written notice to Pledgor, at such price or prices Lessor of the proposed disposition of stock and upon such terms as the Company may deem advisable. Pledgor Lessor shall have no right to redeem the Pledged Shares after any such sale consented thereto in writing); or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole if Lessee or any part guarantor is a publicly held corporation as a result of or in connection with a material change in the ownership of Lessee's or any guarantor's capital stock, Lessee's or any guarantor's debt-to-worth ratio equals or exceeds twice Lessee's or any guarantor's debt-to-worth ratio as of the Pledged Shares offered for saledate of this Lease (unless Lessor shall have given its prior written consent thereto), if Lessee or any guarantor is a natural person, any death or incompetency of Lessee or such guarantor. In case of any such saleAs used herein, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency."

Default. If Pledgor defaults Lessee fails to pay any rental or other payment due hereunder or due pursuant to the Lease documents, or if Lessee shall become bankrupt or insolvent, or shall file any debtor proceeding, or takes, or has taken against it, any Petition in Bankruptcy, or files a petition for appointment of receiver or for a reorganization, or if Lessee fails to perform any terms hereof, and if the payment same shall not have been cured within ten (10) days following written notice from the Lessor to the Lessee stating the nature of the principal default, then Lessee shall be in default and Lessor may, at her option and without further notice to Lessee, terminate Lessee's right to possess the premises and, without terminating this Lease, Lessor may reenter and resume possession of the premises and/or declare the Lease terminated, and may thereupon, in either event, remove all persons and property from the premises, with or ------- interest without resort to process of any court. In no event shall Lessor's termination of the Lease and/or termination of Lessee's right to possession of the premises abrogate Lessee's agreement to pay rent and any other charges due hereunder. Following reentry of the premises by Lessor, Lessee shall continue to pay all such rent and any other charges as same become due under the Note when it becomes due terms hereof, together with all reasonable expenses (whether upon demandincluding attorney fees) incurred by Lessor in regaining possession, acceleration or otherwise) until such time, if any, as Lessor relets same and the premises are occupied by a successor. If Lessor shall not be permitted to terminate this Lease as hereinabove provided because of the provisions of the United States Code relating to Bankruptcy, as amended ("The Bankruptcy Code"), then Lessee, as a debtor in possession, or any other event trustee for Lessee, agrees promptly, within no more than sixty (30) days following request by Lessor to the Bankruptcy Court, to assume or reject this Lease, and Lessee, on behalf of default under the Note itself and any trustee, agrees not to seek or this Pledge Agreement occurs (including the bankruptcy request any extension or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies adjournment of any owner application to assume or reject this Lease by Lessor with such Court. In such event, Lessee, or any trustee for Lessee, may only assume this Lease if (a) it cures or provides adequate assurance that the trustees will promptly cure any default hereunder, (b) compensates, or provides adequate assurance that the trustees will promptly compensate, Lessee for any actual pecuniary loss to Lessor resulting from Lessee's defaults, and (c) provides adequate assurance of performance during the fully stated term hereof of all of the Pledged Shares terms, covenants, and provision of this Lease to be performed by Lessee. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of fifteen (including the right to vote the shares and receive dividends and distributions with respect to such shares15) and days. Adequate assurance of performance of this Lease as set forth hereinabove shall have and may exercise include, without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoinglimitation, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part adequate assurance (1) of the Pledged Shares at source of rent reserved hereunder and (2) that the assumption of this Lease will not breach any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part provision of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencythis Lease.

Default. (1) If Pledgor tenant defaults beyond any applicable notice and grace period, in fulfilling any of the covenants of this lease including the covenants for the payment of rent or additional rent; or if the principal demised premises become vacant or ------- interest under the Note when it becomes due (whether upon demand, acceleration deserted; or otherwise) if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the demised premises shall be taken or occupied by someone other event than Tenant; or if this lease be rejected under Section 365 of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner Title II of the Pledged Shares U.S. Code (including Bankruptcy Code); or if Tenant shall fail to move into or take possession of the right premises within thirty (30) days after the commencement of the term of this lease, of which fact Owner shall be the sole judge; then, in any one or more of such events, upon Owner serving a written fifteen (15) days notice upon Tenant specifying the nature of said default and upon the expiration of said fifteen (15) days, if Tenant shall have failed to vote comply with or remedy such default, or if the shares said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said fifteen (15) day period, and receive dividends and distributions with respect to if Tenant shall not have diligently commenced curing such sharesdefault within such fifteen (15) day period, and shall have not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, then Owner may exercise without demand any and all the rights and remedies granted to serve a secured party written five (5) days notice of cancellation of this lease upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingTenant, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms the expiration of said five (5) days, this lease and the term thereunder shall end and expire as fully and completely as if the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds expiration of such sale five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall be applied then quit and surrender the demised premises to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining Owner but Tenant shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be remain liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyas hereinafter provided.

Default. If Pledgor defaults In the event the Sublessee (a) fails to pay the rental herein provided or any part thereof or any other sum required by the Sublessee to be paid to the Sublessor within five (5) days of receipt of notice that said amount is past due the date when due or in the manner herein provided; however, if (5) such notices of delinquency in the aggregate are sent during the term of this Sublease, then thereafter in the event Sublessee fails to pay the rental provided or any part thereof or any sum required by Sublessee to be paid to the Sublessor within ten (10) days of the time herein provided or, if at any time rent is not paid, in the manner herein provided; or (b) if the Sublessee abandons said Demised Premises or violates any of the provisions of this Sublease respecting assignments or subletting; or (c) makes default in any of the other covenants or conditions on the Sublessee's part to be performed hereunder and such default is not cured within thirty (30) days after notice by the Sublessor to the Sublessee of such default, then such default or breach or act shall give the Sublessor the right to re-enter the Demised Premises and remove all persons and all or any property therefrom either by summary dispossess proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy said Demised Premises together with all additions, alterations and improvements, and in such case the Sublessor may either relet the Demised Premises or any parts thereof as agent of the Sublessee and receive the rents applying the same first to the payment of such expenses as the principal Sublessor may have incurred and then to the fulfillment of the covenants of the Sublessee. The Sublessor may rent said Demised Premises for a term extending beyond the term hereby granted without releasing the Sublessee from any liability. Upon the expiration of this Sublease prior to the expiration of its term by operation of any provision hereof or ------- interest under the Note when it becomes due (whether upon demand, acceleration by summary proceedings or otherwise) , then, whether or any other event of default under not the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)Demised Premises be relet, the Company may exercise Sublessee shall remain liable for and shall pay the Sublessor, until the time when this Sublease would have expired but for such termination or expiration, the equivalent of the amount of all of the rent and Additional Rent reserved herein, less the avails of reletting, if any, and the same shall be due and payable by the Sublessee to the Sublessor on the several rent days above specified. The Sublessee hereby expressly waives any and all rights of redemption in the rights, powers and remedies event of eviction or dispossession by judgment or warrant of any owner court or judge, and the Sublessee waives and will waive all right to trial by jury in any summary proceeding hereafter instituted by the Sublessor against the Sublessee in respect of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) Demised Premises. All remedies herein provided shall be deemed cumulative and shall have in no way limit or restrict the Sublessor from pursuing such other and further remedies as may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California be allowed at law or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyequity.

Default. If Pledgor defaults (a) All covenants and agreements herein made and obligations assumed are to be construed also as conditions and these presents and upon the express condition that if Lessee should fail to pay when due any one of the aforesaid installments of rent, or if either party should fail to perform or observe any of the covenants, agreements, or obligations herein made or assumed, and if such default is not cured within ten (10) days (in the payment case of rental installments) or thirty (30) days (in case of other covenants, agreements or obligations herein made or assumed) after written notice of default, then, and thenceforth, in any of said events, this Lease may be terminated at the option of the principal or ------- interest under non-defaulting party, and said Lessor may immediately re-enter said Premises and repossess and have the Note when it becomes due (whether upon demandsame as if Lessor's former estate, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and remove therefrom all goods and chattels not thereto properly belonging and expel said Lessee and all the rights, powers and remedies other persons who may be in possession of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for salesaid Premises. In the case of any such saleLessee's default, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor Lessor shall be entitled to receive from Lessee the return difference in rental, if any, between the rental herein reserved for the unexpired portion of the term and any lesser amount which Lessor, in the exercise of reasonable diligence, is able to procure for the unexpired portion of the term. In the case of Lessor's default, Lessee may remove their goods and chattels, vacate the Premises, and upon vacation have no further obligation for rent. (b) The right to terminate this Lease as herein set forth is in addition to and not in exhaustion of such other rights that a party hereto has or causes of action that may accrue because of the other party's failure to fulfill, perform or observe the obligations, agreements or covenants of this Lease, and the exercise or pursuit of any of the Pledged Shares remaining in rights or causes of action that a party hereto might otherwise have; and the hands defaulting party shall pay all attorney's fees and expenses occasioned by the default or failure to perform any of the Companyobligations, covenants or provisions hereof, incurred in enforcing any of the provisions hereof or any of the rights hereunder. Pledgor Notwithstanding any other provision of this Lease to the contrary, Lessor and Lessee agree that neither the Lessor nor the Lessee shall be liable or responsible for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyconsequential damages. 20.

Default. If Pledgor defaults Any other provisions in the payment of the principal or ------- interest under the Note when this Lease notwithstanding, it becomes due (whether upon demand, acceleration or otherwise) or any other shall be an event of default ("Event of Default") under this Lease if: (i) Tenant fails to pay any installment of Fixed Rent, Additional Rent or other sum payable by Tenant hereunder when due and such failure continues for a period of ten (10) days, or (ii) Tenant fails to observe or perform any other covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than fifteen (15) days, or (iii) Tenant uses or occupies the Note Demised Premises other than as permitted hereunder, or this Pledge Agreement occurs (including the bankruptcy iv) Tenant assigns or insolvency of Pledgor)sublets, or purports to assign or sublet, the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Demised Premises or any part thereof other than in the manner and upon the conditions set forth herein, or (v) Tenant abandons or vacates the Demised Premises or without Landlord's prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant's property from the Demised Premises other than in the ordinary and usual course of Tenant's business, or (vi) Tenant files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the Pledged Shares at United States Code), as now or hereafter in effect, or under any private sale similar law, or public auction, on not less than ten days written notice files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole state bankruptcy law or any part of similar state law, and, in the Pledged Shares offered for sale. In case of any such saleinvoluntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after deducting the costsfiling thereof, attorneys' fees and other expenses or Tenant consents or acquiesces in the filing thereof, or (vii) if Tenant is a banking organization, Tenant files an application for protection, voluntary liquidation or dissolution applicable to banking organizations, or (viii) a custodian, receiver, trustee or liquidator of sale and delivery, Tenant or of all or substantially all of Tenant's property or of the remaining proceeds of such sale Demised Premises shall be applied to the principal of and accrued interest on the Note; provided that after payment appointed in full of the indebtedness evidenced any proceedings brought by the Noteor against Tenant and, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (ix) Tenant shall generally not pay Tenant's debts as such debts become due, or shall make an assignment for the benefit of the Company. Pledgor creditors, or shall be liable for any deficiency if the remaining proceeds are insufficient admit in writing its inability to pay the indebtedness under the Note in fullits debts generally as they become due, including the fees of any attorneys employed by the Company to collect such deficiency.or

Default. (1) If Pledgor defaults Lessee shall default in the payment of rent or other ------- payment required of Lessee and shall fail to cure said default within Fifteen (15) days after notice of said default from Lessor, or (2) if Lessee shall default in the principal performance or ------- interest under observance of any other agreement or condition on its part to be performed or observed and if Lessee shall fail to cure said default within Fifteen (15) days after receipt of notice of said default from Lessor (or if said default shall require longer than Fifteen (15) days after receipt of notice thereof and to prosecute the Note when it becomes curing of the same to completion with due (whether upon demand, acceleration or otherwisediligence) or (3) if any person shall levy upon, or take this leasehold interest or any part thereof upon execution, attachment or other event process of default under law, or (4) if Lessee shall make an assignment of its property for the Note benefit of creditors, or this Pledge Agreement occurs (including the 5) if Lessee shall be declared bankrupt or insolvent according to law, or (6) if any bankruptcy or insolvency of Pledgor)proceedings shall be commenced by or against Lessee, the Company may exercise any and all the rightsor (7) if a receiver, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and trustee or assignee shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, be appointed for the whole or any part of Lessee's property then in any of said cases, Lessor lawfully may immediately, or at any time thereafter and without any further notice or demand, enter into and upon the Pledged Shares offered for sale. In case demised premises or any part thereof in the name of the whole, by force or otherwise, and hold the demised premises as if this Lease had not been made, and expel Lessee and those claiming under it and remove its or their property (forcibly, if necessary) without being taken or deemed to be guilty of any such salemanner of trespass (or Lessor may send written notice to Lessee of the termination of the term of this Lease), after deducting and upon entry as aforesaid (or in the costsevent that Lessor shall send to Lessee notice of termination as above provided, attorneys' fees and other expenses on the fifth day next following the date of sale and deliverythe sending of the notice), the remaining proceeds term of such sale this Lease shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyterminate.

Default. If Pledgor defaults in the payment After a default under any of the principal Loan Documents, or ------- interest if Maker fails to make any payment under the this Note when it becomes due due, the Holder, at its option, without notice to Maker (whether upon demandexcept as provided below), acceleration or otherwise) may declare the entire principal balance of this Note and all unpaid accrued interest thereon and other charges payable by Maker pursuant to this Note or any other event of default under Loan Document immediately due and payable in full, and the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company Holder may exercise any and all other rights or remedies available to it under any Loan Document, at law or in equity. Any additional interest due because of a default shall accrue from the rights, powers date of default and remedies of any owner shall be paid as a condition to the curing of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable lawdefault. Without limiting Notwithstanding the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Holder will not accelerate the Maturity Date (a) because of a monetary default by Maker under this Note or any part other Loan Document unless the default is not cured within ten (10) days of the Pledged Shares at any private sale date on which the Holder mails or public auction, on not less than ten days delivers written notice of the default to PledgorMaker, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole (b) because of a nonmonetary default by Maker under this Note or any part other Loan Document unless the default is not cured within thirty (30) days of the Pledged Shares offered for sale. In case of any such sale, after deducting date on which the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full Holder mails or delivers written notice of the indebtedness evidenced by the default to Maker. For purposes of this Note, the balance term "MONETARY DEFAULT" means a failure by Maker to make any payment required pursuant to this Note or any other Loan Document, and the term "NONMONETARY DEFAULT" shall mean a failure by Maker to perform any obligation contained in this Note or any other Loan Document, other than the obligation to make the payments provided for in this Note or any other Loan Document. If the nonmonetary default is capable of being cured and cannot reasonably be made within the thirty (30) day cure period, the cure period shall be extended up to ninety (90) days so long as Maker has commenced action to cure within the thirty (30) day cure period, and in the Holder's opinion, Maker is proceeding to cure the default with due diligence. None of the proceeds of sale then remaining foregoing shall be paid construed to Pledgor obligate the Holder to forbear in any other manner from exercising its remedies and Pledgor shall be entitled to the return of Holder may pursue any other rights or remedies which the Holder may have because of the Pledged Shares remaining in the hands of the Companydefault. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency8.

Default. If Pledgor defaults in the payment Any of the principal or ------- interest under the Note following shall constitute a “default” hereunder: (a) Lessee fails to pay when it becomes due (whether upon demand, acceleration or otherwise) any Rent or any other event sum required to be paid hereunder; (b) Xxxxxx fails to observe, keep or perform any other term, covenant or condition of default this Lease and such failure continues for seven (7) days from written notice thereof from Lessor; (c) Xxxxxx becomes insolvent or admits in writing its inability to pay or fails to pay its debts as they become due, or makes an assignment for the benefit of its creditors, or applies for or acquiesces in the appointment of a receiver, trustee or other custodian for any of its properties or assets; (d) any proceeding shall be commenced by or against Lessee for any relief which includes, or might result in, any modification of the obligations of Lessee under the Note this Lease or this Pledge Agreement occurs (including the relief under any bankruptcy or insolvency laws or other laws relating to the relief of Pledgor)debtors, adjustment of indebtedness, reorganization, composition or extension, unless, in the Company may exercise any and all the rightscase of an involuntary proceeding not consented to or acquiesced in by Lessee, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and proceeding shall have and may exercise without demand been dismissed within 90 days after the same shall have been commenced (provided that this Lease shall terminate automatically if Lessee fails to pay any and all the rights and remedies granted to Rent when due hereunder after a secured party upon default proceeding has been commenced by or against Lessee under the Uniform Commercial Code United States Bankruptcy Code); (e) Lessee voluntarily or involuntarily, by operation of California law or otherwise available otherwise, removes, sells, transfers, assigns, grants any security interest in, pledges, hypothecates, encumbers, parts with possession of or sublets this Lease or any Amenities, or attempts to do so, except only as and to the Company extent expressly permitted hereby; or (f) Lessee fails to pay any amount due or is otherwise in default or material breach under applicable law. Without limiting the foregoingHousing Agreement between Lessee, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid forResident, and become XX Xxxxxx, LLC, as Owner, dated on or about the purchaser of, the whole or any part date hereof for use of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyan Apartment Space.

Default. If Pledgor defaults Sublessee shall be in the payment of the principal or ------- interest under the Note default hereunder if (a) Sublessee fails to pay when it becomes due (whether upon demand, acceleration or otherwise) any rent or any other sum to be paid by Sublessee hereunder and such failure continues for five (5) days after Sublessee’s receipt of written notice from Sublessor; (b) Sublessee fails to observe and perform any of the other terms, covenants, or conditions of this Sublease or the Master Lease relating to the Sublease Premises or the common areas of the Building and such failure continues for ten (10) days after Sublessee’s receipt of written notice thereof from Sublessor; or (c) Sublessee abandons or deserts, the Sublease Premises; or (d) if Sublessee shall assign this Sublease or sub-sublet any portion of the Sublease Premises, except as permitted herein; or (e) if any petition shall be filed by or against Sublessee to declare Sublessee bankrupt or to delay, reduce, or modify Sublessee’s debts or obligations or if any petition shall be filed or other action taken to reorganize or modify Sublessee’s capital structure which is not dismissed within sixty (60) days; or (f) if Sublessee admits in writing its inability to pay its debts, or if a receiver, trustee or other court appointee is appointed for all or a substantial part of Sublessee’s property which is not dismissed within sixty (60) days; or (g) if the leasehold interest of Sublessee is levied upon or attached by process of law; or (h) if Sublessee makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any proceedings are filed by or against Sublessee to declare Sublessee insolvent or unable to meet its debts which is not dismissed within sixty (60) days; or (i) if a receiver or similar type of appointment or court appointee or nominee of any name or character is made for sublessee or its property which is not dismissed within sixty (60) days. In the event of any default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)by Sublessee, the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor Sublessor shall be entitled to any and all rights and remedies available at law or in equity, to Master Landlord under the return Master Lease, and Sublessee shall indemnify and hold harmless Sublessor against and from any liabilities of any Sublessor to Master Landlord occasioned thereby. Any cure period which Sublessee may have as a result of the Pledged Shares remaining in the hands incorporation of the Company. Pledgor Master Lease shall be liable deemed for any deficiency if the remaining proceeds are insufficient purposes hereof to pay the indebtedness under the Note in full, including the fees of any attorneys employed be reduced by the Company to collect such deficiencythree (3) days.

Default. If Pledgor defaults An Event of Default under the Loan Agreement or any of the Security Instruments shall constitute an Event of Default hereunder, and such events of default include, but are not limited to, the failure of Borrower to make any payments of principal, interest or other charge when due hereunder. Upon the occurrence of an Event of Default, the Lender may, at its option, without notice or demand, declare the unpaid principal and all accrued interest under this Note to be immediately due and payable without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived. No course of dealing or delay in accelerating the maturity of this Note or in taking any other action with respect to any Event of Default shall affect Lender's rights to take action with respect thereto, and no waiver as to any one Event of Default shall affect any of Lender's rights as to any other Event of Default. Setoff: Any deposits or other sums at any time credited by or due from the holder to the Borrower or Guarantor and any securities or other property of Borrower or Guarantor in the possession or custody of the holder may at all times be held and treated as collateral security for the payment of the principal or ------- interest under the this Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise and any and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of said respective Borrower or Guarantor to the rightsholder. The holder hereof on or after default in payment hereof may apply such deposits or other sums to said Obligations and sell any such securities or other property at broker's board or at public or private sale without demand, powers and remedies notice or advertisement of any owner kind, all of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and which are hereby expressly waived. Default Rate: Lender shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code option of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid forimposing, and become Borrower shall pay upon billing therefor, an interest rate which is four percent (4%) per annum above the purchaser ofinterest rate otherwise payable hereunder ("Default Rate"): (a) while any monetary default exists and is continuing, during that period between the whole due date and the date of payment; (b) following any Event of Default, unless and until the Event of Default is cured or any part of waived by Lender; and (c) after the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyMaturity Date.

Default. If Pledgor defaults in the payment Tenant shall fail to pay, as and when due, any installment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) Base Rent or any other event of default sum required to be paid by Tenant under this Lease or under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies terms of any owner of the Pledged Shares (including the right to vote the shares other agreement between Landlord and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon Tenant, or if default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to made in the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return observance or performance of any of the Pledged Shares remaining other covenants or conditions in this Lease which Tenant is required to observe and perform and such default shall continue for ten (10) days after written notice to Tenant (unless such default is not reasonable capable of being cured within such ten (10) day period, in which event Tenant shall not be in default if Tenant commences to cure the hands default within such ten (10) day period and thereafter diligently prosecutes the cure to completion), or if Tenant is in default of any of its obligations under Paragraph 4(d) above (Hazardous Materials), below and if such default is not cured by Tenant promptly after written notice to Tenant, or if the interest of Tenant in this Lease shall be levied on under execution or other legal process, or if any voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by Tenant, or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within thirty (30) days from the filing thereof, or if a receiver shall be appointed for Tenant or any of the Company. Pledgor property of Tenant by any court and such receiver shall be liable not have been dismissed within thirty (30) days from the date of appointment, or if Tenant shall make an assignment for any deficiency the benefit of creditors, if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant shall abandon or vacate (for longer than ten (10) consecutive days) the remaining proceeds are insufficient to pay Premises during the indebtedness under Term, then Landlord may treat the Note in full, including the fees occurrence of any attorneys employed by one or more of the Company foregoing events as a breach of this Lease ("Event of Default"), and thereupon at its option may, with or without further notice or demand of any kind to collect such deficiencyTenant or any other person, have any one or more of the remedies described in Paragraph 26, below, in addition to all other rights and remedies provided at law or in equity or elsewhere in this Lease.

Default. If Pledgor defaults this lease is terminated in accordance with any of the terms herein (with the exception of Lessee’s insolvency), or if Lessee abandons the Premises or if Lessee shall fail at any time to keep or perform any of the covenants or conditions of this lease, i.e. specifically the covenant for the payment of monthly rent, and if any monetary default is not cured within ten (10) days after Lessor gives Lessee written notice thereof or any nonmonetary default is not cured within thirty (30) days after such notice, or such longer period as may be reasonably required to complete such cure if the principal same is commenced within said thirty (30) days and pursued thereafter in good faith and with due diligence, then, and in any of such events Lessor may with notice or ------- interest under the Note when it becomes due (whether upon demand, acceleration at Lessor’s option, and without being deemed guilty of trespass and/or without prejudicing any remedy or otherwise) remedies which might otherwise be used by Lessor for arrearages or preceding breach of covenant or condition of this lease, enter into and repossess said Premises and expel the Lessee and all those claiming under Lessee. In such event Lessor may eject and remove from said Premises all goods and effects in any other event manner permitted by law. This lease if not otherwise terminated may immediately be declared by Lessor as terminated. Lessee shall remain liable for all unpaid rental which has been earned plus late payment charges pursuant to this lease and for the remainder of the term of this lease for any deficiency between the net amounts received following reletting and the gross amounts due from Lessee, or if Lessor elects, Lessee shall be immediately liable for all rent and additional rent that would be owing to the end of the term, less any rental loss Lessee proves could be reasonably avoided, which remainder shall be discounted by the discount rate of the Federal Reserve Bank, situated nearest to the Premises, plus one percent (1%). Waiver by the Lessor of any default, monetary or non-monetary, under this Lease shall not be deemed a waiver of any future default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency Lease. Acceptance of Pledgor), the Company may exercise any and all the rights, powers and remedies rent by Lessor after a default shall not be deemed a waiver of any owner defaults (except the default pertaining to the particular payment accepted) and shall not act as a waiver of the Pledged Shares (including right of Lessor to terminate this Lease as a result of such defaults by an unlawful detainer action or otherwise. If Lessor is fails to perform any of its obligations under this lease and such failure continues beyond the same cure period here given to Lessee for the same type of default, Lessee shall have the right to vote recover its damages caused by such breach, to cure such default on behalf of Lessor or, if such default materially interferes with Lessee’s ability to use the shares Premises for the purposes herein stated, to terminate this lease. Any sums expended by Lessee in effecting such cures shall be repaid by Lessor upon demand or may be offset by Lessee against the next installments of rent and receive dividends additional rent, and distributions with respect such sums shall be interest at the rate applicable to delinquent rents from the date of such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available expenditure to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all date of repayment or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyoffset.

Default. If Pledgor defaults Provided always, and this Lease is on the express condition, that if any financial obligation of Lessee under this Lease shall not be paid when and as due or if Lessee fails or neglects to perform and observe any covenant or condition of this Lease on its part to be performed and observed, then, and in any such event, this Lease and all right, title and interest of any person claiming by, through, or under Lessee, may, at Lessor's option, be terminated and canceled, in which event all obligations of Lessor hereunder shall cease, terminate and be void without prejudice to all remedies which Lessor may have for arrears of rent, collection of debt and damages for negligence or breach of covenant. Anything in this Lease to the payment contrary notwithstanding, there shall be no forfeiture, cancellation or termination of this Lease by Lessor except upon: fifteen (15) days prior written notice to Lessee describing the nature of the principal monetary default, during which fifteen (15) day period Lessee may remedy the monetary default or ------- interest under defaults specified in such notice; and thirty (30) days prior written notice to Lessee describing the Note when it becomes due nature of any non-monetary default during which thirty (whether upon demand30) day period, acceleration Lessee may remedy the non-monetary default or otherwise) defaults specified in such notice. If Lessee should default in performing any term, covenant or any other event condition of this Lease, which default under may be cured by the Note expenditure of money, Lessor, at Lessor's option, may, but shall not be obligated to, on behalf of Lessee, expend such sums as may be necessary to perform and fulfill such term, covenant or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)condition, the Company may exercise and any and all the rightssums so expended by Lessor, powers shall be deemed to be additional rent and remedies shall be repaid by Lessee to Lessor on demand, but no such expenditure by Lessor shall be deemed a waiver of Lessee's default. Should Lessor by action or inaction waive its right to declare this Lease in default because of any owner act or default by Lessee, such waiver shall not preclude Lessor from declaring this Lease to be in default because of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and same or other acts of default by Lessee which may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyoccur subsequently.

Default. If Pledgor defaults Any other provisions in the payment of the principal or ------- interest under the Note when this Lease notwithstanding, it becomes due (whether upon demand, acceleration or otherwise) or any other shall be an event of default ("Event of Default") under this Lease if: (i) Tenant fails to pay any installment of Fixed Rent, Additional Rent or other sum payable by Tenant hereunder when due and such failure continues for a period of ten (10) days after notice from Landlord to Tenant that such payment has not been received, provided, however, that Landlord shall not be obligated to give such notice, and Tenant shall not be entitled to the Note benefit of such notice on more than one (1) occasion during any calendar year, or this Pledge Agreement occurs (including ii) Tenant fails to observe or perform any other covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than fifteen (15) days, provided, however, that if such non-monetary Event of Default by Tenant cannot reasonable be cured within such fifteen (15) day period, and provided further that Tenant is proceeding with the bankruptcy due diligence to effect a cure of said Event of Default, no Event of Default hereunder shall be declared by Landlord if Tenant continues to proceed with diligence to cure said Event of Default until the same is cured, and it is cured no later than ninety (90) days after the giving of such notice to Tenant by Landlord, or insolvency of Pledgor)(iii) Tenant uses or occupies the Demised Premises other than as permitted hereunder, or (iv) Tenant assigns or sublets, or purports to assign or sublet, the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Demised Premises or any part thereof other than in the manner and upon the conditions set forth herein, or (v) Tenant abandons the Demised Premises or without Landlord's prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant's property from the Demised Premises other than in the ordinary and usual course of business, or (vi) Tenant (which, for purposes of this clause, includes any guarantor hereunder) files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the Pledged Shares at United States Code), as now or hereafter in effect, or under any private sale similar law, or public auction, on not less than ten days written notice files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole state bankruptcy law or any part of similar state law, and, in the Pledged Shares offered for sale. In case of any such saleinvoluntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after deducting the costsfiling thereof, attorneys' fees and other expenses or Tenant consents or acquiesces in the filing thereof, or (vii) if Tenant is a banking organization, Tenant files an application for protection, voluntary liquidation or dissolution applicable to banking organizations, or (viii) a custodian, receiver, trustee or liquidator of sale and delivery, Tenant or of all or substantially all of Tenant's property or of the remaining proceeds of such sale Demised Premises shall be applied appointed in any proceedings brought by or against Tenant and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (ix) Tenant shall generally not pay Tenant's debts as such debts become due, or shall make an assignment for the principal benefit of and accrued interest on the Note; provided that after payment creditors, or shall admit in full of the indebtedness evidenced by the Notewriting its inability to pay its debts generally as they become due, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of or (x) any of the Pledged Shares remaining foregoing occurs as to any guarantor or surety of Tenant's performance under this Lease, or such guarantor or surety defaults on any provision under its guaranty or suretyship agreement. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the Events of Default referred to in clauses (iii) through (ix) above or, to the extent applicable, (x). Notwithstanding anything contained herein to the contrary, the occurrence of an "Event of Default" under that certain Office Space Lease dated November 25, 1985, as amended, pursuant to which Tenant currently is leasing space in the hands Park, automatically shall constitute an Event of the Company. Pledgor shall be liable for Default hereunder without any deficiency if the remaining proceeds are insufficient further notice or opportunity to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencycure whatsoever required.

Default. If Pledgor defaults (a) In the event Buyer or the Company believes that Stockholder is in default or has breached any of Stockholder’s obligations under this Agreement, Buyer and/or the Company, as applicable, shall provide Stockholder with written notice of such alleged breach and/or default (the “Default Notice”), which Default Notice shall include a detailed description of the alleged activity that Company and/or Buyer alleges constitutes such breach and/or default and the applicable provision of this Agreement breached. Stockholder shall have a period of ten (10) days after receipt of such Default Notice to cure such breach and/or default. In the event Stockholder cures such alleged breach or default within ten (10) days after Stockholder’s receipt of such Default Notice, this Agreement shall continue in full force and effect until the expiration of each of the Party’s obligations. In the event the Stockholder disputes the allegations set forth in the payment Default Notice, the Stockholder shall provide Buyer with written notice (the “Dispute Notice”) no later than five (5) days after the Stockholder’s receipt of the principal or ------- interest Default Notice, that he disputes the allegations set forth in the Default Notice, which Dispute Notice shall include a detailed description of his disagreement with the allegations set forth in the Default Notice and the reasons he believes he did not breach his obligations under this Agreement. Promptly, but in no event later than five (5) days after the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event Buyer’s receipt of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)Dispute Notice, the Company may exercise parties and their representatives, if applicable, shall meet, telephonically or in person, in an effort to resolve the dispute. In the event the parties are unable to resolve their disagreement as to whether the Stockholder violated his obligations under this Agreement, the parties agree to appoint a mutually agreeable independent third party mediator to settle such dispute. If the Parties reconcile their differences, such reconciliation shall be an amendment to this Agreement, if applicable, and once executed by all of the Parties to this Agreement shall thereupon become binding, final and conclusive upon all of the Parties hereto. If the Parties are unable to reconcile their differences or if the parties cannot agree on such an independent third party mediator, then either party shall be free to pursue any and all legal remedies to which such Party may be entitled. The non-prevailing Party shall pay the rights, powers and remedies attorney fees of the prevailing Party in the event of any owner of legal proceeding other than a mediation in accordance with the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencypreceding sentence.

Default. If Pledgor defaults in In the payment event: (a) Lessee fails to comply with any term, provision, condition, or covenant of this lease or any of the principal rules and regulations now or ------- interest hereafter established for the government of the building within thirty (30) days after written notice from Lessor of such default; (b) Lessee deserts or vacates the Demised Premises; (c) any petition is filed by or against Lessee under any section or chapter of the Note when it National Bankruptcy Act, as amended, or under any similar law or statute of the Untied States or of any state thereof; (d) Lessee becomes due insolvent or makes a transfer in fraud of creditors; (whether upon demand, acceleration or otherwisee) Lessee makes an assignment for benefit of creditors; (f) a receiver is appointed for Lessee or any of the assets of Lessee; (g) Lessee fails to obtain an occupancy permit(s) for use of the Demises Premises from the City, County or state government required for occupation of the demised Premises, or (h) uses the Demised Premises for any other event purpose than that which is defined herein as a permitted use, then in any of default under such events, Lessor shall have the Note option to do any one or this Pledge Agreement occurs (including more of the bankruptcy or insolvency of Pledgor)following with proper notice provided to Lessee, the Company may exercise any in addition to and all the rights, powers and remedies not in limitation of any owner other remedy permitted by law or by this Lease 1. Terminate this Lease, in which event Lessee shall immediately surrender the Demised Premises to Lessor, but if Lessee shall fail to do so, Lessor may, without notice and without prejudice to any other remedy Lessor may have for possession, or for arrearages in rent, enter upon and take possession of the Pledged Shares (Demised Premises and expel or remove Lessee and its effects without being liable to prosecution or any claim for damages therefore; and Lessee agrees to indemnify Lessor for all loss, damage, and expense including reasonable attorney's fees which Lessor may suffer by reason of such determination. 2. Declare the right entire amount of the rent which would have become due and payable during the remainder of the Lease Term to vote be due and payable immediately, in which event, Lessee agrees to pay the shares same at once, together with all rents therefore due, to Lessor at the address specified herein or hereunder. Lessor will refund the rent it collects from a subsequent tenant that it may obtain during the remainder of the defaulted Lease term. 3. Enter upon and take possession of the Demised Premises as the agent of Lessee without being liable to prosecution 7 or any claim for damages therefore; and Lessor may relet the Demised Premises as the agent of the Lessee and receive dividends the rent therefore; and distributions with respect in such event Lessee agrees to pay Lessor the expenses incurred in obtaining a new occupant, limited to advertising, and/or leasing agent's commission, and any deficiency that may arise by reason of such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auctionreletting, on not less than ten days written notice to Pledgor, demand at such price the address of Lessor specified herein or prices and upon such terms as the Company may deem advisablehereunder. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return Pursuit of any of the Pledged Shares remaining in the hands foregoing remedies shall not preclude pursuit of any of the Company. Pledgor shall be liable for remedies herein provided or any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note other remedies provided by law or in full, including the fees of any attorneys employed by the Company to collect such deficiencyequity.

Default. If Pledgor Any of the following shall constitute an Event of Default: (a) Lessee fails to pay any Rent or other amount when due under a Lease that is not paid within ten (10) days of such failure; (b) a breach of any terms of any Guaranty has occurred, (c) any representation or warranty made by Lessee herein or in any Lease, or by any of Lessee's Subsidiaries in any Guaranty or any other related document or any statement made by Lessee or any Subsidiary of Lessee in any financial statement, certificate, report, exhibit or document furnished by Lessee to Lessor pursuant to this Agreement or any Guaranty proves to have been untrue, incomplete, false or misleading in any material respect as of the time when made or repeated (including by omission of material information necessary to make such representation, warranty or statement not misleading) and such untruth, incompleteness, falsity, misleading statement or omission is not corrected or remedied to the satisfaction of Lessor within thirty (30) days after the giving or repeating of such representation or warranty; (d) Lessee defaults in the payment performance or observance of any condition, indemnification or covenant contained herein or in any Lease and such default continues for a period of thirty (30) days thereafter; (e) Lessee makes or attempts to make a Transfer without Lessor's prior written consent; (f) Lessee dissolves or ceases to do business as a going concern; (g) Lessee sells, transfers or otherwise disposes of, in one or a series of transactions, all or a material portion of its assets, whether now owned or hereafter acquired, or the percentage ownership of the principal stock and other equity interests of Lessee beneficially owned by Interstate FiberNet, Inc. is less than one hundred percent (100%), or ------- interest under the Note when it becomes due a Change in Control with respect to Lessee occurs, or any transaction is entered into which would constitute a Change in Control without Lessor's prior written consent; (whether upon demand, acceleration or otherwiseh) Lessee or any other Subsidiary of Lessee becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition or has an involuntary petition filed or action commenced against it under the United States Bankruptcy Code or any similar federal or state law and in respect of an involuntary petition such petition is not dismissed on or before 60 days after the filing thereof; (i) Lessee fails to perform in all material respects its obligations under any other lease or agreement with Lessor after the expiration of any applicable cure or grace periods, (j) a default, or event or condition, which with the notice or lapse of time or both would become an event of default, occurs that gives a creditor of Lessee or any of its Subsidiaries the right to declare an event of default under the Note (howsoever defined) and/or accelerate payment with respect of any obligation of Lessee or this Pledge Agreement occurs any of its Subsidiaries for borrowed money in excess of $250,000 (including the bankruptcy capitalized or insolvency of Pledgoroperating lease obligations), the Company may exercise (k) any and all the rights, powers and remedies of any owner of the Pledged Shares Supplier Agreements is terminated by Lessee for any reason whatsoever without the prior written consent of Lessor, consent not to be unreasonably withheld, or (including the right l) a lien, whether voluntary or involuntary, is attached to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at System by any private sale or public auction, Person other than Lessor (unless such lien is adequately bonded in an amount and on not less than ten days written notice terms satisfactory to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLessor within 10 days).

Default. If Pledgor defaults 5.01 Landlord may terminate this Lease on three (3) days’ notice: (a) if Fixed Annual Rent or Additional Rent is not paid within five (5) Business Days after written notice from Landlord (it being understood and agreed that such 5 Business Day notice may not be given by Landlord until the date that any such payment was due has occurred); or (b) if Tenant shall have failed to cure a default in the performance of any covenant of this Lease (except the payment of Rent), or any rule or regulation hereinafter set forth, within thirty (30) days after written notice thereof from Landlord, or if default cannot be completely cured in such time, if Tenant shall not promptly proceed to cure such default within said thirty (30) days, or shall not complete the principal curing of such default with due diligence; or ------- (c) when and to the extent permitted by law, if a petition in bankruptcy shall be filed by or against Tenant or if Tenant shall make a general assignment for the benefit of creditors, or receive the benefit of any insolvency or reorganization act and same is not dismissed within sixty (60) days thereafter, unless same is filed by Tenant, in which case no such time period shall apply; or (d) if a receiver or trustee is appointed for any portion of Tenant’s property and such appointment is not vacated within sixty (60) days after such appointment; or (e) if an execution or attachment shall be issued under which the Premises shall be taken or occupied or attempted to be taken or occupied by anyone other than Tenant and same is not dismissed within sixty (60) days after such issuance or (f) if, during the period of time commencing on the date hereof and ending on the date which is twenty-eight (28) days following the Commencement Date hereunder (and for no other period of time), there shall be a default beyond any grace period that accrues under that certain lease by and between SLG 625 Lessee LLC (successor-in-interest to the original landlord thereunder), as landlord, and Centerline Affordable Housing Advisors LLC (successor-in-interest to the original tenant thereunder), as tenant, dated as of December 31, 1995 (as same has been or may hereafter be modified or amended, including as modified by that certain Lease Modification and Partial Surrender Agreement dated as of the date hereof (the “Lease Surrender Agreement”)), covering certain premises located at 600 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “625 Lease”), but only with respect to defaults by the tenant under the Note when it becomes 625 Lease with respect to Sections 2(b)(iv) (but only with respect to non-payment of costs and expenses due from the tenant under the Lease Surrender Agreement) and 3(e) (whether upon demandbut only with respect to non-payment of costs and expenses due from the tenant under the Lease Surrender Agreement) of the Lease Surrender Agreement, acceleration or otherwise) or any other event and Landlord will provide Tenant notice of such default under the Note or this Pledge Lease Surrender Agreement occurs (including simultaneously when such notice of default is sent to the bankruptcy or insolvency of Pledgor), tenant under the Company may exercise any and all Lease Surrender Agreement. At the rights, powers and remedies of any owner expiration of the Pledged Shares three (including 3) day notice period, this Lease and any rights of renewal or extension thereof shall terminate as completely as if that were the right to vote date originally fixed for the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part expiration of the Pledged Shares at any private sale or public auctionTerm of this Lease, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms but Tenant shall remain liable as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyhereinafter provided.

Default. If Pledgor defaults (a) any rent or Additional Rent payable by Tenant shall remain unpaid for more than ten (10) days after receipt by Tenant from Landlord of written notice that same is unpaid, or if (b) Tenant shall violate or make default in the payment any of the principal other covenants, agreements, stipulations or ------- interest under conditions herein, and Tenant does not commence the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event correction of default under within thirty (30) days after receipt by Tenant from Landlord of written notice stating the Note nature of such violation or this Pledge Agreement occurs default, and thereafter does not continue the correction thereof with promptness and dispatch until the same is fully rectified, or if (including the bankruptcy c) Tenant is adjudicated bankrupt; or insolvency of Pledgor)if a permanent receiver is appointed for Tenant's property and such receiver is not removed within sixty days after written notice from Landlord to Tenant to obtain such removal; or if, the Company may exercise any and all the rightswhether voluntarily or involuntarily, powers and remedies Tenant takes advantage of any owner of debt or relief proceedings under any present or future law, whereby the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all rent or any part thereof is, or is proposed to be, reduced or payment thereof deferred, or if Tenant makes an assignment for benefit of the Pledged Shares creditors; or if Tenant's effects should be levied upon or attached under process against Tenant, not satisfied or dissolved within thirty (30) days after written notice from Landlord to Tenant to obtain satisfaction thereof; then, and in any of said events, Landlord at any private sale its option may at once or public auctionwithin six (6) months thereafter (but only during continuance of such default or condition), on not less than ten days upon written notice to PledgorTenant, at declare the rights of Tenant under this Lease forfeited and the term ended, and re-enter said Premises, and remove all persons or chattels therefrom; but notwithstanding such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auctionre-entry by Landlord, the Company liability of Tenant for the rent provided herein shall continue. Any such re-entry shall be without prejudice to any other remedy Landlord may bid for, have. It is further expressly understood and become the purchaser of, the whole or any part agreed that Landlord may resume possession of the Pledged Shares offered Premises and relet the same for salethe remainder of the term of this Lease for the best rent obtainable for the account of Tenant, who shall make good any deficiency. In case If either party should delay in enforcing any obligation hereunder, or should waive the performance of any such saleobligation, or if Landlord should accept rent after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return occurrence of any of the Pledged Shares remaining in the hands of the Company. Pledgor default by Tenant, then such action or forbearance by said party shall not be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees construed as a waiver of any attorneys employed by the Company to collect such deficiencydefault in any other obligation hereunder.

Default. If Pledgor defaults the rent or any additional rent shall at any time be in arrears an unpaid, and without any demand being made therefor; or if TENANT shall fail to keep and to perform any of the covenants, agreements, or conditions of this Lease to be performed by TENANT, and such default is not cured within fourteen (14) days after written notice from LANDLORD setting forth the nature of such default; or if TENANT abandons or vacates the Premises; or if TENANT shall be adjudged bankrupt, or shall make an assignment for the benefit of creditors; or if the interest of TENANT hereunder shall be sold under execution or other legal process; or if TENANT shall file a voluntary petition in bankruptcy, or shall be placed in the payment hands of a receiver, it shall be lawful for LANDLORD, its heirs or assigns without notice or process of law, to enter into said Premises, and again have, repossess and enjoy the principal or ------- interest under same as if this Lease had not been made, and thereupon this Lease and everything herein contained on the Note when it becomes due (whether upon demandpart of LANDLORD to be done and performed shall cease, acceleration or otherwise) or any other event terminate and be utterly void, all at the election of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor)LANDLORD; without prejudice, the Company may exercise any and all the rightshowever, powers and remedies of any owner of the Pledged Shares (including to the right of LANDLORD to vote the shares recover from TENANT, or assigns, all rent and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available other amounts due up to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for saleentry. In case of any such saledefault and entry by LANDLORD, after deducting LANDLORD may, but is under not obligation to, relet the costsPremises for the remainder of said term for the highest rent obtainable and may recover from TENANT any deficiency between the amount so obtained, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest rent hereinabove reserved. Failure on the Note; provided that after payment in full part of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid LANDLORD to Pledgor and Pledgor shall be entitled to the return avail themselves of any of the Pledged Shares remaining in the hands of the Company. Pledgor right or remedy hereunder shall be liable for not constitute a waiver thereof as to any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in fullfuture default or breach by TENANT, including the fees of any attorneys employed by the Company to collect such deficiencyor its assigns.

Default. 24.01 If Pledgor Tenant defaults in fulfilling any of the covenants of this Lease other than the covenants for the payment of Fixed Rent or Additional Rent; or if the principal Demised Premises become deserted; or ------- interest under if the Note when it becomes due (whether upon demandDemised Premises are damaged by reason of negligence or carelessness of Tenant, acceleration its agents, employees or otherwise) invitees; or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the Demised Premises shall be taken or occupied by someone other event of than Tenant; or if Tenant shall make default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to any other lease between Landlord and Tenant; or if Tenant shall fail to take possession of the Demised Premises within fifteen (15) days after the commencement of the Term, of which fact Landlord shall be the sole judge; then, in any one or more of such sharesevents, upon Landlord serving a written five (5) days' notice upon Tenant specifying the nature of said default and upon the expiration of said five (5) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said five (5) day period if Tenant shall not have diligently commenced curing such default within such five (5) day period, and shall have not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default and the continuance of which will not subject Landlord to criminal penalties or termination of a superior lease or foreclosure of a superior mortgage, then Landlord may exercise without demand any and all the rights and remedies granted to serve a secured party written five (5) day notice of cancellation of this Lease upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingTenant, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon the expiration of said five (5) day period, this Lease and the Term thereof shall end and expire as fully and completely as if the expiration of such terms as five (5) day period were the Company may deem advisable. Pledgor shall have no right to redeem date herein definitely fixed for the Pledged Shares after any such sale or assignment. At any such sale or auction, end and expiration of this Lease and the Company may bid forTerm thereof, and become Tenant shall then quit and surrender the purchaser ofDemised Premises to Landlord, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale but Tenant shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be remain liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyas hereinafter provided.

Default. 17. (1) If Pledgor Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if this lease be rejected under §365 of Title 11 of the principal U.S. Code (Bankruptcy Code); or ------- interest if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised premises shall be taken or occupied by someone other than Tenant, or if a default shall occur under the Note when it becomes due Guaranty, as hereinafter defined, in (whether upon demand, acceleration or otherwisea) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies payment of any owner sums due thereunder which shall continue for thirty (30) days after notice of such non-payment to the guarantor thereunder, (b) delivery of any estoppel certificate required to be delivered pursuant thereto which shall not have been delivered within ten (10) days after written notice that the time period for delivery of the Pledged Shares estoppel certificate as set forth in Section lO.d of the guaranty has expired, (including c) posting any required security deposit within the right to vote time required thereunder or (d) the shares and receive dividends and distributions with breach if any representation, warranty or covenant thereunder in any material respect which shall not be remedied within thirty (30) days after notice to such sharesguarantor, then in any one or more of such events, upon Owner serving a written thirty (30) days notice upon Tenant specifying the nature of said default, and upon the expiration of said thirty (30) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said thirty (30) day period, and if Tenant shall not have diligently commenced during such default within such thirty (30) day period, and shall have not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may exercise without demand any and all the rights and remedies granted to serve a secured party written five (5) days notice of cancellation of this lease upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingTenant, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms the expiration of said five (5) days this lease and the term thereunder shall end and expire as fully and completely as if the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds expiration of such sale (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall be applied then quit and surrender the demised premises to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining Owner but Tenant shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be remain liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyas hereinafter provided.

Default. 17. (1) If Pledgor Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if the principal demised premises becomes vacant or ------- interest deserted "or if this lease be rejected under #235 of Title 11 of the Note when it becomes due U.S. Code (whether upon demand, acceleration bankruptcy code); or otherwise) if any execution or attachment shall be issues against Tenant or any of tenant's property whereupon the demised premises shall be taken or occupied by someone other event of than Tenant; or if Tenant shall make default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) any other lease between Owner and Tenant; or ir Tenant shall have and may exercise without demand failed, after ten (10) days written notice, to redeposit with Owner any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part portion of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be security deposited hereunder which Owner has applied to the principal payment of any rent and accrued interest on the Note; provided that after payment in full additional rent due and payable hereunder or failed to move into or take possession of the indebtedness evidenced by premises within twenty (20) days after the Note, the balance commencement of the proceeds term of sale then remaining this lease, of which fact Owner shall be paid the sole judge; then in any one or more of such events, upon Owner servicing a written ten (10) days notice upon Tenant specifying the nature of said default and upon the expiration of said ten (10) days, if Tenant shall have failed to Pledgor and Pledgor comply with or remedy such default, or if the said default or omission complained of shall be entitled of nature that the same cannot be completely cured or remedied within said ten (10) day period, and if Tenant shall not have diligently commenced during such default within such ten (10) day period, and shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may serve a written five (5) days notice of cancellation of this lease upon Tenant, and upon the return expiration of any of said five (5) days this lease and the Pledged Shares remaining in the hands of the Company. Pledgor term thereunder shall be liable for any deficiency end and expire as fully and completely as if the remaining proceeds are insufficient expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyOwner but Tenant shall remain liable as hereinafter provided.

Default. If Pledgor defaults in the payment Lessee shall be entitled to the quiet use and enjoyment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner benefits of the Pledged Shares (Undivided Interest including the right to vote uninterrupted possession and use of the shares Undivided Interest and receive dividends and distributions the Lessor agrees not to take or permit any Person (other than the Indenture Trustee, the Loan Participants or any Person claiming by, through or, under the Indenture Trustee or any Loan Participant) lawfully claiming by, through or under it to take any action which interferes with respect such quiet use or enjoyment or such possession or use or the rights of any sublessee or assignee to such shares) and quiet use or enjoyment or such possession or use under any sublease or assignment permitted hereunder (it being agreed that, without limiting the liability of any Loan Participant, the Indenture Trustee or any Person claiming by, through or under the Indenture Trustee or any Loan Participant for any action taken by it in violation of the covenant contained in this sentence, neither the Owner Participant nor the Grantor Trustee shall have and may exercise without demand any and all liability for any such action taken by any Loan Participant, the rights and remedies granted to a secured party upon default denture Trustee or any Person claiming by, through or under the Uniform Commercial Code Indenture Trustee or any Loan Participant unless such action was taken at the direction of California the Owner Participant or otherwise available to the Company under applicable lawGrantor Trustee acting upon the express written instructions of the Owner Participant acting in violation of the Operative Documents). Without limiting the foregoing, the Company is authorized to sellLessor (for itself and its successors and assigns, assign it being agreed that the following provisions of this sentence run with the Undivided Interest and deliver at its discretion, from time to time, all shall be binding on any transferee or any part assignee of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered Undivided Interest) hereby waives the right to bring any action for salepartition of the Production System or the Lessor's interest therein and hereby covenants that, for so long as there are economically producible oil, gas or other hydrocarbon reserves in the Unit Area ("Unit Reserves"), the Lessor shall not (i) resort to any action at law or in equity to partition the Production System, (ii) interfere in any manner with the quiet use and enjoyment by the Other Owner of the Other Undivided Interest or the Other Percentage Owner of the Other Percentage Undivided Interest, or (iii) permit the Production System to be sold, removed or abandoned such that it is made unavailable to produce the Unit Reserves. The Other Owner, the Other Percentage Owner and their respective successors and assigns shall be third-party beneficiaries of the Lessor's waiver and covenants contained in the immediately preceding sentence. The Lessor agrees that any transferee of the Lessor's interest in the Undivided Interest shall agree in writing to be bound by the provisions of the second preceding sentence. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and deliveryaddition, the remaining proceeds of such sale shall Lessor (for itself and its successors and assigns) agrees that its interest in the Production System will be applied to bound by the principal of and accrued interest on the Note; provided that after payment in full terms of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyOperating Agreement.

Default. If Pledgor defaults on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it has or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the payment proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwrit- 37 38 ers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the principal aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or ------- interest under the Note when it becomes due (whether upon demandSelling Stockholders. In any such case which does not result in termination of this Agreement, acceleration either you or otherwise) the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other event documents or arrangements may be effected. If, on an Option Closing Date, any Under writer or Underwriters shall fail or refuse to purchase Additional Shares and the aggre- gate number of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Additional Shares (including the right to vote the shares and receive dividends and distributions with respect to which such shares) and default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have and may exercise without demand any and all the rights and remedies granted option to a secured party upon default under the Uniform Commercial Code of California (i) terminate their obligation hereunder to purchase such Additional Shares or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on (ii) purchase not less than ten days written notice the number of Additional Shares that such non-defaulting Underwriters would have been obligated to Pledgor, at purchase on such price or prices and upon date in the absence of such terms as the Company may deem advisabledefault. Pledgor Any action taken under this paragraph shall have no right to redeem the Pledged Shares after not relieve any such sale or assignment. At defaulting Underwriter from liability in respect of any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case default of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness Underwriter under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencythis Agreement.

Default. If Pledgor defaults in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California the State of Delaware or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for an amount not to exceed 25% of the outstanding principal and 100% of the accrued interest on the Note for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.

Default. If Pledgor defaults In the event Lessee shall default in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demandany Rent, acceleration or otherwise) or any other sums due hereunder for a period of ten (10) days or in the event of any default or breach of the terms and conditions of this Lease or any other agreement between the parties hereto and Lessee shall fail to cure same within thirty (30) days of receiving written notice thereof, or in the event of a misrepresentation or breach of warranty by the Lessee or any guarantor hereof or if any execution or other writ or process shall be issued in any action or proceedings, against the Lessee, whereby the Equipment may be taken or distrained, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted by or against the Lessee or its property, or if the Lessee shall enter into any agreement of composition with its creditors or if the Lessee ceases doing business or transfers a major part in value of its assets, then in any such event the Lessor, at its option may: (a) proceed by appropriate court action or actions either at law or in equity to enforce performance by Lessee of the applicable covenants and terms of this Lease or to recover damages for the breach thereof and/or (b) retake immediate possession of the Equipment without any Court Order or other process of law and for such purpose the Lessee consents that the Lessor, directly or by its agents, may enter upon any premises where the Equipment may be and may remove the same therefrom with or without notice of its intention to do same without being liable to any suit or action or other proceeding by the Lessee and/or (c) declare all sums owing hereunder and/or all rentals immediately due and payable and/or (d) by notice in writing to Lessee terminate this Lease, whereupon all right and interest of Lessee in or to the possession or use of the Equipment shall absolutely cease and determine but Lessee shall remain liable as hereinafter provided and Lessor shall have the right under the Note or this Pledge Agreement occurs preceding subsection (including the bankruptcy or insolvency of Pledgora), the Company may exercise any (b) and (c) of this section. Further, Lessor: (i) shall be entitled to retain all the rights, powers rents and remedies of any owner additional sums paid by Lessee hereunder in respect of the Pledged Shares Equipment as well as all resale proceeds, refunds and other sums, if any, paid or received by Lessor prior to or after default, including any such then in its possession which, had this Lease not been declared in default, would otherwise be payable to lessee hereunder and any other money or property of Lessee in Lessor's possession, and (including the right to vote the shares and receive dividends and distributions with respect to such sharesii) and may, but shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingnot be obligated to, the Company is authorized to sell, assign and deliver at its discretion, from time to time, re-let all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at Equipment for such price or prices rentals and upon such terms as Lessor shall elect or may, but shall not be obligated to, sell the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such Equipment at public or private sale and either for cash or assignment. At any such sale or auction, the Company may bid forupon credit, and become (iii) shall be entitled to recover from Lessee all rents and additional sums accrued and unpaid under the purchaser of, the whole or any part terms hereof prior to Lessor's retaking possession of the Pledged Shares offered Equipment, and as partial damages for sale. In case of any such salebreach, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied a sum equal to the principal of and accrued interest on the Note; provided that after payment in full present value of the indebtedness evidenced by the Note, total unpaid rental which would have accrued for the balance of the rental term less only the net proceeds of sale then remaining shall be paid to Pledgor any such reletting or sale, and Pledgor (iv) shall be entitled to the return recover from Lessee any and all damages which Lessor, shall sustain by reason of any of the Pledged Shares remaining such default, failure or breach by Lessee, together with a reasonable sum for attorney's fees and such expenses as shall be expended or incurred in the hands seizure, rental storage, transportation, sale of Equipment, enforcement of any right or privilege hereunder, collection of any sums due hereunder or in any consultation or action in such connection. The remedies herein provided in favor of Lessor in the Company. Pledgor event of default as hereinabove set forth shall not be deemed to be exclusive, but shall be liable for cumulative and shall be in addition to all other remedies in its favor existing in law, in equity or in bankruptcy. If any deficiency sum due to Lessor hereunder is unpaid after its due date, Lessor may at Lessor's option collect a delinquency charge, of up to the greater of ten dollars or interest at the rate of 18% per annum or at the highest rate permitted by law if less than 18%; provided, however, that the remaining proceeds are insufficient to pay the indebtedness under the Note Lessor may not charge any amounts in full, including the fees excess of any attorneys employed those permitted by the Company to collect law. All such deficiencycharges shall be payable forthwith as Additional Rent hereunder.

Default. If Pledgor defaults It is mutually agreed that (a) in the event the Tenant shall default in the payment of rent herein reserved, when due, and fails to cure such default within ten (10) days after the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event date of receipt of written notice of default under from Landlord, or (b) if Tenant shall be in default in any of the Note terms or provisions of this Pledge Agreement occurs Lease, other than the provisions requiring payment of rent, and fails to cure such default within thirty (including 30) days after the bankruptcy date of receipt of written notice of default from Landlord, or insolvency of Pledgor)(c) if Tenant is adjudicated bankrupt, the Company may exercise any or (d) if a permanent receiver is appointed for Tenant's property and all the rightssuch receiver is not removed within sixty (60) days after written notice from Landlord to Tenant to obtains such removal, powers and remedies or (e) if, whether voluntarily or involuntarily, Tenant takes advantage of any owner debtor relief proceedings under any present or future law, whereby the rent of any part thereof is, or is proposed to be, reduced or payment thereof deferred, or (f) if Tenant's effects should be levied upon or attached under process against Tenant, and such levy or attachment is not satisfied or dissolved within thirty (30) days after written notice from Landlord to Tenant to satisfy or dissolve the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand same, then, in any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingsaid events, the Company is authorized to sellLandlord, assign and deliver at its discretionoption, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days may terminate this Lease by written notice to PledgorTenant, whereupon this Lease shall terminate. Any notice provided in the paragraph may be given by Landlord or its attorney. Upon such termination by Landlord, Tenant will at such price or prices once surrender possession of the Premises to Landlord and upon such terms as remove all of Tenant's effects therefrom; and Landlord may forthwith reenter the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid forPremises and repossess itself thereof, and become the purchaser ofremove all persons and effects therefrom, the whole or any part of the Pledged Shares offered for sale. In case of any using such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall force as may be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencynecessary.

Default. If Pledgor defaults Landlord may terminate this lease on three (3) days' notice: (a) if fixed annual rent or additional rent or any other payment due hereunder is not paid within five (5) business days after written notice from Landlord; or (b) if Tenant shall have failed to cure a default in the performance of any covenant of this lease (except the payment of the principal or ------- interest under the Note when it becomes due (whether upon demandrent), acceleration or otherwise) or any other event rule or regulation hereinafter set forth, within five (5) business days after written notice thereof from Landlord, or if default cannot be completely cured in such time, if Tenant shall not promptly proceed to cure such default within said five (5) business days, or shall not complete the curing of such default under with due diligence; or (c) when and to the Note extent permitted by law, if a petition in bankruptcy shall be filed by or this Pledge Agreement occurs (including against Tenant or if Tenant shall make a general assignment for the bankruptcy benefit of creditors, or insolvency of Pledgor), receive the Company may exercise any and all the rights, powers and remedies benefit of any owner insolvency or reorganization act; or (d) if a receiver or trustee is appointed for any portion of Tenant's property and such appointment is not vacated within twenty (20) business days; or (e) if an execution or attachment shall be issued under which the premises shall be taken or occupied or attempted to be taken or occupied by anyone other than Tenant; or (f) if the premises become and remain vacant or deserted for a period over ten (10) business days; or (g) if Tenant shall default beyond any grace period under any other lease between Tenant and Landlord; or (h) if Tenant shall fail to move into or take possession of the Pledged Shares premises within fifteen (including 15) business days after commencement of the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code term of California or otherwise available this lease. Notwithstanding anything herein to the Company under applicable law. Without limiting the foregoingcontrary set forth, the Company is authorized Tenant shall not commit waste or cause any damage to sell, assign and deliver at its discretion, from time to time, all or any part portion of the Pledged Shares at building irrespective of whether within or without the demised premises. The willful infliction of damage on any private sale property or public auction, on the interference with the quiet enjoyment by any other occupant of the building shall be deemed to be a conditional limitation of the term of this lease. Tenant shall not less than ten days written notice to Pledgor, at such price create any nuisance or prices and upon such terms as other disturbance within the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignmentbuilding. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part expiration of the Pledged Shares offered three (3) day notice period, this lease and any rights of renewal or extension thereof shall terminate as completely as if that were the date originally fixed for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full expiration of the indebtedness evidenced by the Note, the balance term of the proceeds of sale then remaining this lease; but Tenant shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be remain liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyas hereinafter provided.

Default. (a) If Pledgor defaults Lessee shall fail to pay any rent to Lessor when the same is due and payable under the terms of this Lease and such default shall continue for a period of ten (10) days after written notice thereof has been given to Lessee by Lessor, or if the Lessee shall fail to perform any other duty or obligation imposed upon it by this Lease and such default shall continue for a period of thirty (30) days after written notice thereof has been given to Lessee by Lessor, or if the Lessee shall be adjudged bankrupt, or shall make a general assignment for the benefit of its creditors, or if a receiver of any property of Lessee in or upon the Premises be appointed in any actions, suit, or proceeding by or against Lessee and such appointment shall not be vacated or annulled within sixty (60) days, or if the interest of Lessee in the payment of the principal Premises shall be sold under execution or ------- interest under the Note when it becomes due (whether upon demandother legal process, acceleration or otherwise) or then and in any other such event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including Lessor shall have the right to vote enter upon the shares Premises and receive dividends again have, repossess, and distributions with respect to such shares) enjoy the same as if this Lease had not been made, and thereupon this Lease shall have and may exercise terminate without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available prejudice, however, to the Company under applicable law. Without limiting right of Lessor to recover from Lessee all rent due and unpaid up to the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for salere-entry. In case the event of any such saledefault and re-entry, after deducting Lessor shall have the costs, attorneys' fees and other expenses of sale and delivery, right to relet the remaining proceeds of such sale shall be applied to Premises for the principal of and accrued interest on the Note; provided that after payment in full remainder of the indebtedness evidenced then existing term whether such term be the initial term of this Lease or any renewed or extended term, for the highest rent then obtainable, and to recover from Lessee the difference between the rent reserved by this Lease and the Note, amount obtained through such reletting less the balance of the proceeds of sale then remaining shall be paid to Pledgor costs and Pledgor shall be entitled to the return of any of the Pledged Shares remaining expenses reasonably incurred by Lessor in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyreletting.

Default. If Pledgor the Lessee defaults in the performance or observance of any of the covenants or conditions herein contained on its part to be performed or observed, the Lessor may give to the Lessee written notice thereof specifying the default, and if such default has not been cured within thirty (30) days of the giving of such notice, or such longer period as is hereinafter provided, the Lessor may give to the Lessee written notice of the termination of this lease, and the Lessee shall then surrender the Premises to the Lessor, and the Lessor may at any time after such termination resume possession of the Premises by any lawful means and, subject to the Lessee's right to remove its building and other improvements, remove the Lessee and other occupants and their effects, by dispossess proceedings or otherwise, without being liable to prosecution or damage therefor. Provided, however, that, if the Lessee shall in good faith contest-whether the Lessee is in default as specified in any written notice specifying default given by the Lessor as herein above provided (other than default in the payment of the principal rent hereunder) by instituting proceedings at law or ------- interest under in equity in any court of law having jurisdiction over the Note when it becomes due matter within thirty (whether upon demand, acceleration or otherwise30) or any other event days of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency giving of Pledgor)such notice, the Company may exercise any time within which the Lessee shall have to cure such default, if any, shall be extended to the date which is thirty (30) days after a 7 final adjudication of such proceedings unfavorable to the Lessee and all the rights, powers and remedies expiration of any owner applicable appeal period, or, if any appeal be taken and prosecuted by the Lessee in good faith, thirty (30) days after a final adjudication of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available appeal unfavorable to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLessee.

Default. If Pledgor defaults 17.01 (a) It is expressly understood and agreed that in case the Demised Premises shall be deserted or vacated, or if default be made in the payment of the principal rent or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all additional rent or any part thereof as hereinafter specified, or if, without the consent of the Pledged Shares at Landlord, the Tenant shall sell, assign, or mortgage this Lease, or if default be made in the performance of any private sale of the covenants and agreements other than the payment of rent or public auctionadditional rent in this Lease contained on the part of the Tenant to be kept and performed, on not less than ten after thirty (30) days written notice to Pledgorcure same, at such price or prices and upon such terms as if the Company may deem advisable. Pledgor Tenant shall have no right refuse to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of comply with any of the Pledged Shares remaining statutes, ordinances, rules, orders, regulations and requirements of the Federal, State and Local Governments or of any and all their Departments or Bureaus, applicable to the Demised Premises, the Landlord may on the occasion of such default, if the Landlord so elects, and may at any time thereafter terminate this Lease and the terms hereof, on giving to the Tenant thirty (30) days notice to cure such default, except in the hands case of non-payment of rent or additional rent said notice shall require a cure within ten (10) days, and if such default is not so cured, this Lease and the term hereof shall expire and come to an end on the date fixed in such notice as if the said date were the date originally fixed in this Lease for the expiration hereof, or Landlord may dispossess or remove Tenant or any other occupant of the CompanyDemised Premises by summary proceedings or otherwise, and remove their effects and hold the Demised Premises as if this Lease had not been made, but without prejudice to Landlord's remedies, on account thereof as set forth in paragraph (b) below. Pledgor In the event of any default, except for non-payment of rent or additional rent, which cannot be cured within the thirty (30) day period provided for herein, said period shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect extended provided Tenant has commenced a cure within said thirty (30) day period and is diligently pursuing such deficiencycure.

Default. 17.1 If Pledgor Tenant defaults in fulfilling any of the covenants of this lease; or if the demised premises become vacant or deserted; or if any execution or attachment shall be issued against Tenant or any of Tenant's property, whereupon the demised premises shall be taken or occupied by someone other than Tenant; or if this lease be rejected under ss.365 of Title 11 of the U.S. Code (Bankruptcy Code); or if Tenant shall have failed, after five (5) days written notice, to redeposit with Owner any portion of the security deposit hereunder which Owner has applied to the payment of the principal any rent and additional rent due and payable hereunder; or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of if Tenant shall be in default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to any other lease between Owner and Tenant; or if Tenant shall fail to move into or take possession of the demised premises within thirty (30) days after the commencement of the term of this lease, then, in any one or more of such sharesevents, upon Owner serving a written fifteen (15) days notice upon Tenant specifying the nature of said default, and upon the expiration of said fifteen (15) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said fifteen (15) day period, and if Tenant shall not have diligently commenced curing such default within such fifteen (15) day period, and shall have not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may exercise without demand any and all the rights and remedies granted to serve a secured party written five (5) days notice of cancellation of this lease upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoingTenant, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon the expiration of said five (5) days this lease and the term thereunder shall end and expire as fully and completely as if the expiration of such terms as five (5) day period were the Company may deem advisable. Pledgor shall have no right to redeem day herein definitely fixed for the Pledged Shares after any such sale or assignment. At any such sale or auction, end and expiration of this lease and the Company may bid forterm thereof, and become Tenant shall then quit and surrender the purchaser ofdemised premises to Owner, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale but Tenant shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be remain liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyas hereinafter provided.

Default. If Pledgor defaults Debtor shall be in default under the payment terms of this Agreement and the Note upon the occurrence of any of the principal or ------- interest under following: (a) if the Note when it becomes due (whether upon demand, acceleration or otherwise) or Debtor shall fail to make any other event of default payment under the Note or this Pledge Agreement occurs when due; (including b) if the bankruptcy Debtor fails to maintain in force the required insurance or insolvency removes, sells, transfers, encumbers, sublets or parts with possession of Pledgor)the Collateral or any part thereof or attempts to do any of the foregoing; (c) if the Debtor shall fail to perform or comply with any of the other terms, covenants, or conditions of this Agreement of the Note and any such failure shall continue for a period ten (10) days after written notice to Debtor; (d) if the Collateral or any part hereof be seized or levied upon under legal process; (e) if the Debtor defaults under or breaches any of the terms, covenants or condition of any other Security Agreement, Conditional Sales Contract, Lease, Note or Agreement it may now have or hereafter make with Secured Party; (f) if Debtor ceases doing business as a going concern or makes or sends notice of an intended Bulk Sale or makes an assignment for the benefit of creditors; (g) if any proceedings are commenced by Debtor or are commenced against Debtor and are not dismissed within sixty (60) days under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, liquidation or dissolution law or statute of any jurisdiction, whether now or hereafter in effect; (h) if a receiver, trustee or conservator be appointed for any of Debtor's property, or (i) if any quarterly representation or statement made herein by Debtor or contained in any separate statement in writing in connection herewith, including, without limitation, any financial statements furnished to Secured Party by or on behalf of Debtor, is untrue or incomplete in any material respect. Upon the occurrence of any default, the Company may exercise any indebtedness secured hereby and all other obligations then owing by the rightsDebtor to Secured Party shall, powers if Secured Party so elects, become immediately due and remedies of any owner of the Pledged Shares (including the right to vote the shares payable and receive dividends and distributions with respect to such shares) and Secured Party shall have and may exercise without demand any and all the rights and remedies granted to of a secured party upon default under the Uniform Commercial Code and any other applicable laws, and it shall then be lawful for, and Secured Party is hereby authorized and empowered, with the aid and assistance of California any person or otherwise available persons, to enter any premises were the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Collateral or any part thereof is, or may be placed, and to assemble and/or remove same and/or to render if unusable and sell and dispose of the Pledged Shares such Collateral at any one or more public or private sale or public auction, on not less than ten sales upon at least five business (5) days written notice to Pledgor, at Debtor of such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining The proceeds of each such sale shall be applied to by Secured Party toward the principal payment of expenses of retaking, including transportation, storage, refurbishing, preparing for such sale, advertising, selling and accrued interest on the Note; provided that after payment all related charges and disbursements in full of connection therewith and the indebtedness evidenced by the Note, the balance of and interest secured hereby. Should the proceeds of any such sale then remaining be insufficient to fully pay all the items above mentioned, Debtor hereby covenants and agrees to pay any deficiency to Secured Party and if Secured Party employs counsel for the purpose of effecting collection of any monies due hereunder (whether or not Secured Party has retaken the Collateral or any part thereof) or for the purpose of recovering the Collateral or for the purpose of protecting Secured Party's interest because of any default of Debtor, Debtor agrees to pay reasonable attorneys' fees and such attorneys' fees shall be paid a lien on the Collateral herein and the proceeds thereof. Secured Party may require Debtor to Pledgor assemble the Collateral and Pledgor shall make it available to Secured Party at a price to be entitled designated by Security Party which is reasonably convenient to the return both parties. All rights and remedies hereunder are cumulative and not exclusive and a waiver by Secured Part of any breach by Debtor of the Pledged Shares remaining terms, covenants, and conditions hereof shall not constitute a waiver of future breaches or defaults and no failure or delay on the part of Secured Party in the hands exercising any of the Company. Pledgor its options, powers, rights or remedies or partial or single exercise thereof, shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyconstitute a waiver thereof.

Default. 8.01 If Pledgor defaults in the payment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) basic rent or any other event sums of default under money payable hereunder by the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all Tenant or any part thereof shall at any time be unpaid for ten (10) days after becoming payable, whether demanded or not, or if any covenant on the Tenants part herein contained shall not be performed or observed, or in case the demised premises are vacated or become vacant or remain unoccupied for five (5) days or are not used for the purpose provided in this Lease, or in case the term or any of the Pledged Shares goods fixtures or equipment of the Tenant are taken in execution or in attachment or if a writ of Execution is issued against the goods, fixtures; or equipment of the Tenant, or in case the Tenant becomes bankrupt or insolvent or makes an assignment for the benefit of its credirors, or becoming bankrupt or insolvent takes the benefit of any act that may be in force for bankrupt or insolvent debtors, or makes a proposal, or if the Tenant shall make a bulk sale of its goods, fixtures or equipment, then in the happening of any such case the full amount of the then current months basic rent and the next three (3) months of basic rent shall immediately become due and payable and the said term shall immediately become forfeited and void, and the Landlord may, without notice or any form of legal process, forthwith re- enter upon and re-take possession of the demised premises and remove the Lessee's effects therefrom and such property may be stored in a public warehouse or elsewhere at the cost of and for the account of the Tenant, any statute or law to the contrary notwithstanding, and without prejudice to any claim for rent or damages which the Lessor may have aqainst the Tenant or to the right of action of the Tenant in respect of any antecedent breach of the Tenant'S covenant herein contained. If at any private sale or public auctiontime an action is brought for recovery of possession of the demised premises, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as for the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole recovery of rental or any other amount due under the provisions of this lease, or bocause of a breach by act or omission of any other covenant herein contained on the part of the Pledged Shares offered for sale. In case of any such saleTenant, after deducting the costs, attorneys' fees and other expenses of sale and deliverya breach is established, the remaining proceeds of such sale Tenant shall be applied pay to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyLandlord all expenses incurred therefore.

Default. If Pledgor defaults in the payment Lessee shall be entitled to the quiet use and enjoyment of the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and all the rights, powers and remedies of any owner benefits of the Pledged Shares (Undivided Interest including the right to vote uninterrupted possession and use of the shares Undivided Interest and receive dividends and distributions the Lessor agrees not to take or permit any Person (other than the Indenture Trustee, the Loan Participants or any Person claiming by, through or under the Indenture Trustee or any Loan Participant) lawfully claiming by, through or under it to take any action which interferes with respect such quiet use or enjoyment or such possession or use or the rights of any sublessee or assignee to such shares) and quiet use or enjoyment or such possession or use under any sublease or assignment permitted hereunder (it being agreed that, without limiting the liability of any Loan Participant, the Indenture Trustee or any Person claiming by, through or under the Indenture Trustee or any Loan Participant for any action taken by it in violation of the covenant contained in this sentence, neither the Owner Participant nor the Grantor Trustee shall have and may exercise without demand any and all liability for any such action taken by any Loan Participant, the rights and remedies granted to a secured party upon default Indenture Trustee or any Person claiming by, through or under the Uniform Commercial Code Indenture Trustee or any Loan Participant unless such action was taken at the direction of California the Owner Participant or otherwise available to the Company under applicable lawGrantor Trustee acting upon the express written instructions of the Owner Participant acting in violation of the Operative Documents). Without limiting the foregoing, the Company is authorized to sellLessor (for itself and its successors and assigns, assign it being agreed that the following provisions of this sentence run with the Undivided Interest and deliver at its discretion, from time to time, all shall be binding on any transferee or any part assignee of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered Undivided Interest) hereby waives the right to bring any action for salepartition of the Production System or the Lessor's interest therein and hereby covenants that, for so long as there are economically producible oil, gas or other hydrocarbon reserves in the Unit Area ("Unit Reserves"), the Lessor shall not (i) resort to any action at law or in equity to partition the Production System, (ii) interfere in any manner with the quiet use and enjoyment by the Other Owner of the Other Undivided Interest or the Other Percentage Owner of the Other Percentage Undivided Interest, or (iii) permit the Production System to be sold, removed or abandoned such that it is made unavailable to produce the Unit Reserves. The Other Owner, the Other Percentage Owner and their respective successors and assigns shall be third-party beneficiaries of the Lessor's waiver and covenants contained in the immediately preceding sentence. The Lessor agrees that any transferee of the Lessor's interest in the Undivided Interest shall agree in writing to be bound by the provisions of the second preceding sentence. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and deliveryaddition, the remaining proceeds of such sale shall Lessor (for itself and its successors and assigns) agrees that its interest in the Production System will be applied to bound by the principal of and accrued interest on the Note; provided that after payment in full terms of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencyOperating Agreement.

Default. If Pledgor defaults Tenant shall default in the payment of Rent herein reserved when due and fails to cure such default within ten (10) business days after Tenant’s receipt of written notice of such default from Landlord [provided, however, that Landlord shall not be required to give any such written notice more than two (2) times in any given consecutive twelve-month period, and any failure thereafter (within such consecutive twelve (12) month period) to pay Rent when due shall be a default hereunder]; or if Tenant shall be in default in performing any of the principal terms or ------- interest provisions of this Lease other than the provisions requiring the payment of Rent, and fails to cure such default within thirty (30) days after written notice of such default is given to Tenant by Landlord or, if such default cannot be cured within thirty (30) days, Tenant shall not be in default if Tenant promptly commences and diligently proceeds the cure to completion as soon as possible and in all events within ninety (90) days; or if Tenant is adjudicated a bankrupt; or if a permanent receiver is appointed for Tenant’s Property and such receiver is not removed within sixty (60) days after Tenant’s receipt of written notice from Landlord to obtain such removal; or if, whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present or future law, whereby the Note when it becomes due (whether upon demand, acceleration or otherwise) Rent or any other part thereof, is, or is proposed to be, reduced or payment thereof deferred; or if Tenant’s effects should be levied upon or attached and such levy or attachment is not satisfied or dissolved within thirty (30) days after Tenant’s receipt of written notice from Landlord to obtain satisfaction thereof; or, if Tenant is an individual, in the event of default under the Note death of the individual and the failure of the executor, administrator or this Pledge Agreement occurs personal representative of the estate of the deceased individual to have assigned the Lease within three (including 3) months after the bankruptcy or insolvency death to an assignee approved by Landlord; then, and in any of Pledgor)said events, the Company Landlord, at its option, may exercise any and or all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment set forth in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiencySection 27 below.