Negative Covenant. From the date of its appointment until the Facility Termination Date, the Backup Servicer will not make any changes to the Backup Servicing Fee without the prior written approval of the Administrative Agent (acting at the direction of the Required Lenders) and, so long as no Event of Default or Servicer Termination Event has occurred, the Borrower.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full in cash of the Obligations, such Borrower will comply with the following financial covenant:

Shulman acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Shulman’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Greenblatt acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Greenblatt’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Lyke acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Lyke’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Silva acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Silva’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Additional Covenant. Upon the consummation of a Corporate Transaction (as defined in Section 6(e)), the Executive shall be granted a restricted stock award of 3,000,000 shares of common stock (the “Shares”) of the Company which shall be fully vested upon the date of issuance and Executive shall be entitled to receive a dividend or any other distribution payable in securities of the Company, cash or other property in connection with the Corporate Transaction, and in each such event, provision shall be made so that the Executive shall receive the kind and amount of securities of the Company, cash or other property which the Executive would have been entitled to receive had the Shares been outstanding as of the consummation date of the Corporate Transaction.

Negative Covenant. Each Party covenants that it will not knowingly use or practice any of the other Party’s intellectual property rights licensed to it under this Article 10 in a manner that would constitute infringement or misappropriation of such intellectual property rights except for the purposes expressly permitted in the applicable license grant.

Covenant Defaults. A Borrower fails to duly perform or observe any obligation, covenant, or agreement on its part contained herein or in any other Loan Document or in any other existing or future agreement (related or unrelated) between any Borrower and the Administrative Agent or any Lender or all Lenders not otherwise specifically constituting an Event of Default under this Section 8.1 and such failure continues unremedied for a period of thirty (30) Business Days after the earlier of (i)

The Landlord covenants with the Tenant: