Common use of Default and Remedies Clause in Contracts

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord's rights, then Tenant agrees in each and any such case to pay to Landlord, Landlord's reasonable attorney's fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord's pursuit of any remedy arising hereunder upon Tenant's default.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent Rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent Rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorXxxxxx's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. IfThe occurrence of any one or more of the following shall constitute an "Event of Default": (a) Default be made in the Lessee fails to comply with payment of any term, provision, condition, or covenant of this Agreementobligation by Borrower under any Loan Document; (b) Except for any failure to pay as described in clause (a) above, material breach be made in any warranty, statement, promise, term or condition, contained herein or in any other Loan Document and the Lessee deserts same shall not have been cured to the satisfaction of Bank within fifteen (15) days after Borrower shall have become aware thereof, whether by written notice from Bank, or vacates otherwise, (except that no cure period shall exist for breaches in respect of Borrower's obligations under SECTION 8, SUBSECTIONS 9.A., 9.B., 9.C., 9.F., 9.G. and 9.H., SUBSECTIONS 10.A., 10.B. and 10.C. of this Loan Agreement, and SECTIONS 1 and 2 of the PremisesGeneral Security Agreement and a cure period of five (5) days shall exist for SUBSECTIONS 9.I., 10.D., 10.E. and 10.F.); (c) Any statement, warranty or representation made by Borrower at any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereoftime proves materially false; (d) Borrower defaults in the Lessee becomes insolvent repayment of any principal of or makes a transfer the payment of any interest on any indebtedness exceeding in fraud the aggregate principal amount $100K or breaches or violates any term or provision of creditorsany promissory note, loan agreement, mortgage, indenture or other evidence of such indebtedness pursuant to which amounts outstanding in the aggregate exceed $2.0M if the effect of such breach is to permit the acceleration of such indebtedness, whether or not waived by the note holder or obligee, and such failure shall not have been cured to Bank's satisfaction within fifteen (15) calendar days after Borrower shall become aware thereof, whether by written notice from Bank or otherwise, or there has in fact been an acceleration of such indebtedness; (e) the Lessee Borrower becomes insolvent or makes an assignment for the benefit of creditors; or (f) Any proceeding be commenced by Borrower under any bankruptcy, reorganization, arrangement, readjustment of debt or moratorium law or statute or, any such a receiver proceeding is appointed commenced against Borrower and is not dismissed or stayed within ten (10) days (provided that no Loans will be made prior to the dismissal of such proceeding); (g) Any money judgment, writ of attachment, garnishment, execution or other legal process be entered against Borrower or issued against any material property of Borrower which is not fully covered by insurance (subject to reasonable deductibles) and remains unvacated, unbonded, unstayed or unpaid or undischarged for more than fifteen (15) days (whether or not consecutive) or in any event later than five (5) days prior to the Lessee date of any proposed sale thereunder, or if any assessment for taxes against Borrower other than against any of its real property, is made by the Federal or State government or any department thereof; or (h) Any change in Borrower's financial condition, prospects or operations which has a Material Adverse Effect. Upon the occurrence and during the continuance of the assets an Event of the LesseeDefault, then in any of such eventsBank may, the Lessee shall be in default at its option and the Lessor shall have the option without demand first made and without notice to Borrower, do any one or more of the following: (i) enter the Premises either with or without process of law and Terminate its obligation to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertymake loans to Borrower as provided in SECTION 1 hereof; (ii) terminate this AgreementDeclare all sums secured hereby immediately due and payable; (iii) rent said Premises Immediately take possession of the Collateral wherever it may be found, using all legally permissible means to do so, or require Borrower to assemble the Collateral and make it available to Bank at a place designated by Bank which is reasonably convenient to Borrower and Bank, and Borrower waives all claims for damages due to or arising from or connected with any part thereof such taking; (iv) Proceed in the foreclosure of Bank's security interest and sale of the Collateral in any manner permitted by law, or provided for such term herein; (v) Sell, lease or otherwise dispose of the Collateral at public or private sale, with or without having the Collateral at the place of sale, and upon terms and in such manner as Bank may determine, and Bank may purchase same at any such terms sale; (vi) Retain the Collateral in full satisfaction of the obligations secured thereby to the extent permitted under the Uniform Commercial Code; (vii) Exercise any remedies of a secured party under the Uniform Commercial Code; or (viii) Immediately record the IP Security Agreement with the United States Patent and conditions Trademark Office, the Register of Copyrights and/or the UCC Division of the California Secretary of State, to perfect Bank's security interests created and assignment granted in the Intellectual Property thereunder. Prior to any such disposition, Bank may, at its option, cause any of the Collateral to be repaired or reconditioned in such manner and to such extent as the Lessor in its sole discretion Bank may deem advisable, with and any sums expended therefor by Bank shall be repaid by Borrower and secured hereby. Bank shall have the right to repair, renovate, remodel, redecorate, alterenforce one or more remedies hereunder successively or concurrently, and change said Premisesany such action shall not estop or prevent Bank from pursuing any further remedy which it may have hereunder or by law. At the option If a sufficient sum is not realized from any such disposition of the Lessor, rents received Collateral to pay all obligations secured by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Loan Agreement, the Lessee shall Borrower hereby promises and agrees to pay Bank any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havedeficiency.

Default and Remedies. If: (a) the Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any other sum when due and fails to comply with any term, provision, condition, or covenant of this Agreementcure the breach within ten (10) days; (bii) the Lessee deserts or vacates the Premisesbreaches any of its insurance obligations under Section 9; (ciii) Lessee breaches any of its other obligations and fails to cure that breach within thirty (30) days after written notice from Lessor; (iv) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (v) Lessee or any guarantor or other obligor for the Lessee's obligations hereunder ("GUARANTOR") becomes insolvent or ceases to do business as a going concern; (vi) any Equipment is illegally used; (vii) if Lessee or any Guarantor is a natural person, any death or incompetency of Lessee or such Guarantor; (viii) a petition is filed by or against the Lessee or any Guarantor under any section bankruptcy or chapter insolvency laws and in the event of an involuntary petition, the petition is not dismissed, within forty-five (45) days of the Federal Bankruptcy Actfiling date; (ix) Lessee default under any other material obligation for (A) borrowed money, as amended(B) the deferred purchase price of property, or (C) payments due under the lease agreement; (x) there is any similar law dissolution, termination or statute of the United States existence, merger, consolidation or change in controlling ownership or Lessee or any state thereof; (d) Guarantor, but not to include an initial public offering, or any other stock offering, preferred to common, in which the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditorsprimary purpose is to raise cash equity; or (fxi) there is a receiver is appointed for the Lessee or any of the assets of material adverse change in the Lessee, then in any of such events, the Lessee 's financial condition. The default declaration shall be in default and the Lessor shall have the option apply to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Schedules unless specifically excepted by Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee deserts or vacates the Premises; (cc ) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) and, Lessor may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee to the Lessor other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodelingxxxx xxxxxx, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Xxxxxx’s part to terminate this Agreement Lease unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Lessee the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Lessor shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Lessee by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Lessor, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Lessee to Lessor under this Lease which were or are unpaid at the date of termination. If it is necessary for Lessor to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Lessor’s rights, then Xxxxxx agrees in each and any such case to pay to Lessor, Xxxxxx’s reasonable attorney’s fees. In addition to the remedies set forth herein, Lessee shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Xxxxxx’s pursuit of any remedy arising hereunder upon Xxxxxx’s default.

Default and Remedies. If: (a) Each of the Lessee following, at the option of Lender, shall constitute an "Event of Default" hereunder: (i) If an Event of Default occurs under and as defined in any Loan Document, or (ii) if either Guarantor fails to comply with perform in any termmaterial respect any of the terms, provisionconditions or covenants contained herein within eight (8) days following written demand as to any obligation relating to the payment of money (provided, conditionhowever, that such demand shall not be required in more than two (2) consecutive months, or covenant three (3) months in the aggregate, in any calendar year) or thirty (30) days following written demand as to any other obligation (provided that, if such default cannot reasonably be cured within such thirty (30) day period but Guarantors undertake to cure such default within such thirty (30) day period, such thirty (30) day period shall be extended to sixty (60) days), or (iii) if any representation or warranty made by either Guarantor herein or in writing in connection herewith is false or misleading in any material adverse respect when made, or (iv) if by decree of this Agreement; a court of competent jurisdiction, either Guarantor shall be adjudicated bankrupt or insolvent, or either Guarantor's property shall have been sequestered, and such decree shall have continued undischarged and unstayed for ninety (b90) days after the Lessee deserts entry thereof, or vacates the Premises; (c) if any petition is filed by or against the Lessee proceedings under any section or chapter of the Federal Bankruptcy ActCode or any similar statute applicable to either Guarantor, as amendednow or hereafter in effect, shall be instituted against either Guarantor and be consented to by the respondent or any order for relief shall be entered in such proceeding or such proceeding shall not be dismissed within ninety (90) days after such filing, or if either Guarantor shall institute any such proceeding against either Guarantor under any similar law such law, or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes if either Guarantor shall make an assignment for the benefit of creditors; creditors or (f) shall admit in writing an inability to pay debts generally as they become due or shall consent to the appointment of a receiver is appointed for the Lessee or any liquidator or trustee of the assets either Guarantor or of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in of its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveproperty.

Default and Remedies. If: North Country shall be deemed in default under this Security Agreement upon the occurrence and during the continuance of an Event of Default, as that term is defined in the Credit Agreement. In addition to all other rights and remedies granted to Purchaser by this Security Agreement, the Credit Agreement, the other Credit Documents, the UCC and other applicable Governmental Rules, Purchaser may, upon the occurrence and during the continuance of any Event of Default (a) and, if applicable, the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter expiration of the Federal Bankruptcy Actsixty (60) day period as provided in the Credit Agreement), as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do exercise any one or more of the followingfollowing rights and remedies: (ia) collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce Purchaser's security interests in any or all Collateral in any manner permitted by applicable Governmental Rules or in this Security Agreement; (b) notify any or all Account Debtors to make payments on Receivables directly to Purchaser; (c) direct any depository bank or intermediary to liquidate the account(s) maintained by it, pay all amounts payable in connection therewith to Purchaser and/or deliver any proceeds thereof to Purchaser; (d) sell or otherwise dispose of any or all Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Purchaser may determine; (e) require North Country to assemble the Collateral and make it available to Purchaser at a place to be designated by Purchaser; (f) enter the Premises either onto any property where any Collateral is located and take possession thereof with or without process judicial process; and (g) prior to the disposition of law the Collateral, store, process, repair or recondition any Collateral consisting of goods, perform any obligations and enforce any rights of North Country under any Related Contracts or otherwise prepare and preserve Collateral for disposition in any commercially reasonable manner and to expelthe extent Purchaser reasonably deems appropriate. In furtherance of Purchaser's rights hereunder, remove and put out the Lessee North Country hereby grants to Purchaser an irrevocable, non-exclusive license (exercisable without royalty or other payment by Purchaser) to use, license or sublicense any patent, trademark, tradename, copyright or other persons thereonintellectual property in which North Country now or hereafter has any right, title or interest, together with the right of access to all personal property; media in which any of the foregoing may be recorded or stored (ii) terminate this Agreement; (iii) rent said Premises but only to the extent North Country is not prohibited from granting such irrevocable, non-exclusive license under applicable law or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right material agreement to repair, renovate, remodel, redecorate, alter, and change said Premiseswhich it is a party). At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment In any case where notice of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment sale or disposition of any costs and expenses of such relettingCollateral is required, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written North Country hereby agrees that seven (7) days notice of such intention sale or disposition is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havereasonable.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord's rights, then Xxxxxx agrees in each and any such case to pay to Landlord, Xxxxxxxx's reasonable attorney's fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord's pursuit of any remedy arising hereunder upon Xxxxxx's default.

Default and Remedies. If: 11.1 An event of default shall occur if (a) the Lessee fails to comply with pay when due any terminstallment of Rent or any other sum payable hereunder; provided, provisionhowever, condition, or covenant no event of default shall be deemed to have occurred on account of this Agreementclause (a) unless and until Lessor has provided Lessee five (5) days written notice of such payment failure and Lessee has failed to cure the payment failure during the five (5) day period; and provided, further, that Lessee shall only be entitled to such notice and five (5) day non default period an aggregate of twice during the Term and no notice of payment default need be given by Lessor thereafter; (b) either party fails to perform or observe in any material respect any covenant, condition or agreement to be performed or observed by it hereunder, and such failure continues for a period of fifteen (15) days after written notice of such failure (other than the Lessee deserts or vacates the Premisesrequirement to maintain insurance for which no period of grace shall apply); (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Acteither party ceases doing business as a going concern, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due or such fact is determined by judicial proceedings, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, rearrangement, composition, readjustment, liquidation, dissolution, or similar arrangement under any present or future statute, law or regulation, or files an answer admitting the material allegations of a petition filed against it in any such proceedings, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of, all or any substantial part of its assets or properties; (d) Lessee attempts to move, remove, sell, transfer, encumber, part with possession or sublet the Equipment or any item thereof in breach of this Lease; or (fe) a receiver is appointed for Lessee fails to maintain the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveinsurance required hereunder.

Default and Remedies. IfIn addition to the defaults described in Section 22 hereinabove and in Section 27 hereafter, the occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (a) the Lessee fails failure to comply with pay any term, provision, condition, rental or covenant other payment required hereunder to or on behalf of this AgreementLandlord at the time or within the times herein specified for such payment; (b) the Lessee deserts failure to perform any of Tenant's agreements or vacates obligations hereunder (exclusive of a default in the Premisespayment of money) where such default shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant, which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) any petition is filed by the vacation or against the Lessee under any section or chapter abandonment of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereofDemised Premises by Tenant; (d) the Lessee becomes insolvent or makes making by Tenant of a transfer in fraud general assignment for the benefit of creditors; (e) the Lessee makes filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (f) the appointment of a receiver to take possession of all or substantially all the assets of Tenant located at the Demised Premises or of Tenant's leasehold interest in the Demised Premises; (g) the filing by any creditor of Tenant of an assignment for the benefit of creditorsinvoluntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (fh) a receiver is appointed for the Lessee attachment, execution or any other judicial seizure of all or substantially all of the assets of the LesseeTenant or Tenant's leasehold where such an attachment, then in any of such eventsexecution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant to perform its agreements and obligations hereunder, the Lessee though intermittently cured, shall be in default and the Lessor shall have the option to do any one or more deemed an incurable default. Two (2) breaches of the following: same covenant within a sixty (i60) enter day period, a notice having been given pursuant to (a) or (b) above for the Premises either with first breach, or without process three (3) such breaches at any time during the term of law and this Lease for which notices pursuant to expel, remove and put out (a) or (b) above were given for the Lessee or any other persons thereon, together with all personal property; first two (ii2) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as breaches shall conclusively be deemed to be an incurable repetitive failure by Tenant to perform its obligations hereunder. In the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment event of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such relettingdefault or breach by Tenant, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement thereafter, without further notice or demand, rectify or cure such default, and any sums expended by reason Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any defaultsuch default or breach by Tenant, Landlord shall have the right to continue the Lease in addition full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or Landlord shall have the right at any other remedy it may have.time thereafter to elect to terminate said Lease and Tenant's right to possession thereunder. Upon such termination, Landlord shall have the right to recover from Tenant:

Default and Remedies. If: (a) 34. In the Lessee fails event that the Purchaser defaults on any of his obligations contained in this Agreement, makes any assignment to comply with creditors, files for bankruptcy or files any consumer proposal or becomes insolvent on or before Closing, including without limitation, breaching or failing in the performance or observance of any covenant, term, provisionagreement, conditionrestriction, stipulation or covenant provision of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall Agreement to be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received performed and/or observed by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, Purchaser or if after applying said rentals there is any deficiency in lien, execution or encumbrance arising from any action or default whatsoever of the Rent and additional rent and interest to be paid by Purchaser being charged against or affecting the Lessee under this AgreementProperty, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by Purchaser fails to remedy such default forthwith upon request, then the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaultVendor, in addition to any other remedy it rights or remedies this Agreement provides, may, at its sole option, unilaterally suspend all of the Purchaser's rights, benefits and privileges contained herein (including without limitation, the right to make colour and finish selections with respect to the Dwelling as hereinbefore provided or contemplated), and/or unilaterally declare the Purchaser in default and\or this Agreement to be terminated and of no further force or effect, whereupon, save and except as provided in the Addendum to the contrary, all Deposits and Extras theretofore paid, together with all interest accrued thereon at the prescribed rate, if any, shall be retained by the Vendor as its liquidated damages, and not as a penalty, in addition to (and without prejudice to) any other rights or remedies available to the Vendor at law or in equity. The Purchaser shall be obliged to execute such releases and any other documents or assurances as the Vendor may require, in order to confirm that the Purchaser, in accordance with the terms of this Agreement, does not have (nor could be deemed or construed to have) any interest whatsoever in the Property and/or this Agreement, and in the event the Purchaser fails or refuses to execute same, the Purchaser hereby appoints the Vendor to be his lawful attorney in order to execute such releases, documents and assurances in the Purchaser's name, place and stead, and in accordance with the provisions of The Powers of Attorney Act R.S.O. 1990, as amended and/or The Substitute Decisions Act, 1992, as amended, the Purchaser hereby declares that this power of attorney may be exercised by the Vendor during any subsequent legal incapacity on the part of the Purchaser.

Default and Remedies. IfSection 13.1 The occurrence of any one or more of the following events shall constitute an Event of Default (herein so called) of Tenant under this Lease: (a) the Lessee if Tenant fails to comply with pay any term, provision, condition, or covenant Rent hereunder as and when such Rent becomes due and such failure shall continue for more than five (5) days after Landlord gives Tenant notice of this Agreementpast due Rent; (b) if Tenant fails to pay Rent on time more than twice in any period of twelve (12) months, notwithstanding that such payments have been made within the Lessee deserts or vacates the Premisesapplicable cure period; (c) if the Premises become vacant, deserted, or abandoned for more than ten (10) consecutive days or if Tenant fails to take possession of the Premises on the Commencement Date or promptly thereafter; (d) if Tenant permits to be done anything which creates a lien upon the Premises and fails to discharge or bond such lien or post such security with Landlord as is required by Article 11; (e) if Tenant violates the provisions of Article 8 by attempting to make an unpermitted assignment or sublease; (f) if Tenant fails to maintain in force all policies of insurance required by this Lease and such failure shall continue for more than ten (10) days after Landlord gives Tenant notice of such failure; (g) if any petition is filed by or against the Lessee Tenant or any guarantor of this Lease under any present or future section or chapter of the Federal Bankruptcy Act, as amendedCode, or under any similar law or statute of the United States or any state thereofthereof (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as the case may be, within sixty (60) days of commencement), or if any order for relief shall be entered against Tenant or any guarantor of this Lease in any such proceedings; (dh) the Lessee if Tenant or any guarantor of this Lease becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee creditors or makes an assignment for the benefit of creditors; (i) if a receiver, custodian, or (f) a receiver trustee is appointed for the Lessee Premises or any for all or substantially all of the assets of Tenant or of any guarantor of this Lease, which appointment is not vacated within sixty (60) days following the Lessee, then in any date of such events, appointment; (j) if Tenant fails to originally post or thereafter restore the Lessee shall be in default and the Lessor shall have the option Security Deposit as required pursuant to do any one Article 20 hereof; or more of the following: (ik) enter the Premises either with if Tenant fails to perform or without process of law and to expel, remove and put out the Lessee or observe any other persons thereon, together with all personal property; (ii) terminate terms of this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor Lease and such deficiency failure shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written continue for more than thirty (30) days after Landlord gives Tenant notice of such intention is given failure, or, if such failure cannot be corrected within such thirty (30) day period, if Tenant does not commence to correct such default within said thirty (30) day period and thereafter diligently prosecute the correction of same to completion within a reasonable time and in any event prior to the Lessee. Notwithstanding any time a failure to complete such reletting without termination, the Lessor may at any time terminate this Agreement by reason correction could cause Landlord to be subject to prosecution for violation of any defaultlaw, in addition rule, ordinance or regulation or causes, or could cause, a default under any mortgage, underlying lease, tenant leases or other agreements applicable to any other remedy it may havethe Project.

Default and Remedies. If(a). If any of the following events (an "Event of Default" or collectively "Events of Default") shall have occurred and be continuing, that is to say: (ai) the Lessee fails to comply with any term, provision, condition, Maker defaults in the payment of principal of or covenant of interest or premium (if any) on this AgreementNote when due and the Maker does not cure that default within 3 days after the due date; (bii) the Lessee deserts or vacates Maker defaults in the Premisesperformance of any obligation under this Note (other than the payment described in the immediately preceding clause) and the Maker does not cure that default within 30 days after receipt by the Maker of written notice from the Holder; (ciii) the Maker defaults in any petition payment of principal of or interest on any Senior Debt, beyond any period of grace provided with respect thereto or in the performance of any other term or condition contained in any agreement under which any such obligation is filed created if the effect of such default results in Senior Debt in excess of $1,000,000 becoming due prior to its stated maturity without such indebtedness being discharged or such acceleration being rescinded or annulled within a period of sixty (60) days; (iv) an order for relief shall be entered in any federal bankruptcy proceeding in which the Maker is the debtor; or bankruptcy, receivership, insolvency, reorganization, relief, dissolution, liquidation or other similar proceedings shall be instituted by or against the Lessee Maker or all or any part of the property of the Maker under any section or chapter of the Federal Bankruptcy Act, as amended, Code or under any similar other bankruptcy or insolvency law or statute of the United States or any bankruptcy or insolvency law of any state thereofof competent jurisdiction unless, if such proceedings are instituted against the Maker, such proceedings are dismissed and discharged within ninety (90) days after they are instituted; or (dv) the Lessee becomes Maker shall have become insolvent or makes unable to pay its debts as they mature, cease doing business as a transfer in fraud of creditors; (e) the Lessee makes going concern, undergo dissolution or liquidation, make an assignment for the benefit of creditors; , admit in writing its inability to pay its debts as they become due, or (f) if a trustee, receiver is or liquidator shall be appointed for the Lessee Maker, or for any substantial portion of the assets of the LesseeMaker, then and such appointment shall not be vacated within ninety (90) days; then, except as provided below with respect to an Event of Default under paragraph (a) of this Section 4, the holder of the Note if only one Note shall be outstanding, or the holders of at least a majority of the principal amount of the Notes, if more than one Note shall be outstanding, may at its or their option, after notice in writing to the Maker, declare the Note or all of the Notes, as the case may be, to be forthwith due and payable and thereupon the Note, or all of the Notes, shall be and become due and payable, together with interest and all other amounts accrued thereon (provided that if an Event of Default results from the filing of a voluntary petition in any bankruptcy proceeding or the filing of such eventsan involuntary petition in any bankruptcy proceeding which is not dismissed and discharged within ninety (90) days, the Lessee Notes thereupon shall be immediately become due and payable, with interest accrued thereon, without any notice from the holders of the Notes or otherwise), and, subject to the provisions of Section 5 hereof, the holder or holders of the Note or Notes may take any action or proceeding at law or in default equity which it or they deem advisable for the protection of its or their interests to collect and enforce payment and the Lessor Maker shall pay all expenses, court costs and reasonable attorneys' fees incurred in connection with or arising out of any default hereunder. Notwithstanding the foregoing, in case an Event of Default under paragraph (a) of this Section 4 shall occur, the holders shall have the option to do any one or more none of the following: rights and remedies otherwise contemplated by this Section 4 (including, without limitation, the right to accelerate the maturity of the Notes) UNLESS AND UNTIL (i) enter the Premises either with Blocking Period (as defined herein) shall have expired without the same having been cured or without process of law waived; and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate the Blocking Period shall have expired without any holder of Senior Debt having accelerated the maturity of such Senior Debt, but in such event, upon the satisfaction of said conditions (i) and (ii) above, the holders will have the rights and remedies contemplated by this Agreement; Section 4. In the event that the holders of Senior Debt in excess of $1,000,000 shall accelerate the maturity of any such Senior Debt, as a result of a default under the Loan Documents (iiias defined herein) rent said Premises or the Subsequent Loan Documents (as defined herein), then the indebtedness outstanding on the Notes, including all accrued and unpaid interest, principal and premium, if any, as well as any part thereof for such term or terms fees and at such terms and conditions as expenses payable to the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option holders of the Lessor, rents received Notes (unless waived by the Lessor holders of Senior Debt in excess of $1,000,000), shall be simultaneously accelerated. If any acceleration is rescinded or annulled by the holders of Senior Debt within sixty (60) days from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses acceleration of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this AgreementSenior Debt, the Lessee shall pay any such deficiency to acceleration of the Lessor and such deficiency shall Notes will automatically be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haverescinded.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord’s rights, then Tenant agrees in each and any such case to pay to Landlord, Landlord’s reasonable attorney’s fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord’s pursuit of any remedy arising hereunder upon Tenant’s default.

Default and Remedies. IfThe occurrence of any one of the following events ("EVENT OF DEFAULT") shall constitute a default under any Lease: (aA) the Lessee fails to comply with pay Base Rent or Additional Rent on or before five (5) business days after the date upon which said amounts are due; (B) any information, representation, warranty or financial statement is false or misleading in any material respect as of the date it was given to Lessor by or on behalf of Lessee; (C) Lessee fails to observe or perform any term, provision, condition, obligation, agreement or covenant set forth in the Master Lease or any Lease and such failure continues for a period of this Agreementthirty (30) days after written notice thereof is given to Lessee; (bD) Lessee assigns a Lease or sells, transfers, removes, encumbers, subleases, lends, abandons or parts with possession of any Unit, or attempts to do, or suffers or permits, any of the Lessee deserts or vacates the Premisesforegoing, except as expressly consented to by Lessor; (cE) Lessee or any petition is filed by guarantor of Lessee's obligations to Lessor ("GUARANTOR") ceases doing business as a going concern or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedmergers with, or under a substantial portion of Lessee's assets are acquired by, any similar law or statute of the United States other entity; (F) Lessee or any state thereofGuarantor, or their shareholders or partners, take any act of dissolution or liquidation; (dG) the Lessee or any Guarantor (i) becomes insolvent insolvent, (ii) fails or makes a transfer admits in fraud of creditors; writing its inability or unwillingness to pay its debts as they become due, (eiii) the Lessee makes an assignment for the benefit of creditors; , (iv) applies for, acquiesces in or (f) a receiver consents to the appointment of any receiver, trustee or other custodian for it or any substantial part of its property, or such receiver, trustee or other custodian is appointed without its application or consent and such appointment continues undischarged for a period of sixty (60) days; (H) any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, dissolution or liquidation proceeding or other law or statute for the relief of debtor's, is commenced in respect of Lessee or any of the assets of the Guarantor and, if such case or proceeding is not commenced by Lessee, then it is consented to or acquiesced in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the by Lessee or any other persons thereonGuarantor, together with all personal property; or remains undismissed for more than sixty (ii60) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisabledays, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.or

Default and Remedies. IfThe following shall be an event of default by Tenant: (ai) failure to perform or observe any non-monetary covenant in the Lessee fails Lease, which failure is not cured within 10 days after notice of such default or (ii) failure to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States pay Rent or any state thereof; (d) sum of money hereunder when due. Upon the Lessee becomes insolvent or makes a transfer in fraud occurrence of creditors; (e) the Lessee makes an assignment for the benefit event of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lesseedefault, then Landlord, without notice to Tenant in any of such eventsinstance (Tenant hereby expressly waiving any notices or demand required by law), the Lessee shall be in default and the Lessor shall have the option to may do any one or more of the followingfollowing without having forfeited the Lease: (i) enter perform, on behalf of and at the Premises either with or without process expense of law and Tenant, any obligation of Tenant under this Lease which Tenant has failed to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertyperform; (ii) terminate declare the entire amount of the Rent which would become due and payable during the remainder of the Term of this AgreementLease to be due and payable immediately; (iii) rent re-enter the Demised Premises and may remove Tenant and all other persons and property from the Demised Premises, (iv) relet said Demised Premises or any part thereof for such term or terms and at upon any such terms and conditions as the Lessor Landlord in its sole discretion may deem advisable; (v) terminate this Lease, upon written notice to Tenant; (vi) remove Tenant's property from the Demised Premises and store the same at Tenant’s expense and without Landlord being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby. Landlord may also sell such property at a public or private sale, with the right proceeds being applied to repairthe costs of sale and storage, renovateLandlord’s reasonable attorney fees, remodel, redecorate, alteramounts owed to Landlord under this Lease, and change said Premiseswith any surplus paid to Tenant, in that order. At Tenant waives any rights to re-enter the option Demised Premises and any rights of the Lessorredemption; (vii) exercise any other legal or equitable right or remedy it may have, rents received by the Lessor from such reletting which shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, specifically include but not be limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment Landlord’s exercise without court proceeding of a lien on any repairs, renovation, remodeling, redecorations, alterations, and changes of Tenant’s property in the Premises; to the payment Demised Premises until cure of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basisall events of default. No such re-entry or taking possession commencement of said Premises any action for re-entry by Landlord shall be construed as an election on the Lessor's part to terminate this Agreement unless Lease nor to release Tenant from its obligations hereunder. Landlord and Tenant hereby mutually waive all rights to request a written notice jury trial in any action, proceeding, or counterclaim arising out of such intention is given this Lease. Tenant further waives any right to interpose any non-compulsory counterclaim, or to seek damages, other than injunctive relief, in relation to the Lesseereasonableness of Landlord’s discretion. Notwithstanding In no event may Tenant recover any special, consequential, indirect or punitive damages against or from Landlord herein, including, without limitation, any damages for or relating to any lost profit or business income. If this Lease is terminated by Landlord after default by Tenant, Tenant nevertheless shall remain liable for all Rent which may be due or damages which may be sustained prior to such reletting without termination, and all reasonable costs, fees, and expenses, including attorney fees, incurred by Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy proceedings of Tenant or Tenant's guarantor (if applicable), and/or in connection with renting the Lessor may Demised Premises to others from time to time, plus additional damages which shall be an amount equal to the present value of Rent, discounted at any time terminate this Agreement by reason a rate of any defaulteight percent (8%), in addition to any other remedy it may havewhich would have become due during the remainder of the Term.

Default and Remedies. IfIn the event: (a) the Lessee LESSEE fails to comply with any term, provision, condition, or covenant of this Agreementlease; (b) the Lessee LESSEE deserts or vacates the Premisespremises; (c) any petition is filed by or against the Lessee LESSEE under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; , (d) the Lessee LESSEE becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee LESSEE makes an any assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee LESSEE or any of the the: assets of the LesseeLESSEE, then in any of such events, the Lessee events LESSEE shall be in default and the Lessor and, LESSOR shall have the option to do any one or more of the following: following upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law; to enter upon the Premises premises or any part thereof either with or without process of law law, and to expel, remove and put out the Lessee LESSEE or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, LESSOR may terminate this Agreement; (iii) lese or it may from time to time, without terminating this lease, rent said Premises premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this lease) and at such rental or rentals and upon such other terms and conditions as the Lessor LESSOR in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premisespremises. At the option of the LessorLESSOR, rents received by the Lessor LESSOR from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee LESSEE to the Lessor LESSOR other than Rent due; rent and additional rent due hereunder, second, to the payment of any costs and expenses of such reletting, including, reletting including but not limited to, attorney's to attorneys' fees, advertising fees, and brokerage fees, alterations and changes in the premises; third, to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee LESSEE under this Agreementlease, the Lessee LESSEE shall pay any such deficiency to the Lessor LESSOR and such deficiency shall be calculated and collected by the Lessor on a monthly basisLESSOR monthly. No such re-entry or taking possession of said Premises premises shall be construed as an election on the Lessorof LESSOR's part to terminate this Agreement lease unless a written notice of such intention is be given to the LesseeLESSEE. Notwithstanding any such reletting without termination, the Lessor LESSOR may at any time thereafter elect to terminate this lease for such previous breach and default. Should LESSOR at any time terminate this Agreement lease by reason of any default, in addition to any other remedy it may have, it may recover from LESSEE the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this lease for the balance of the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise. Without such resulting or being deemed a termination of this lease, and LESSOR, whether this; lease has been or is terminated or not shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent reserved in this lease for the balance of the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise, without such resulting or being deemed a termination or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from LESSEE to LESSOR under this lease which were or are unpaid at the date of termination. In case it should be necessary for LESSOR to bring any action under this lease, to consult or place said lease or any amount payable by LESSEE hereunder with an attorney concerning or for the enforcement of any LESSOR's rights hereunder, the LESSEE agrees in each and any such rise to pay to LESSOR, LESSOR's reasonable attorney's fees.

Default and Remedies. IfLessee shall be in default under the Rental Agreement if any of the following events occur: (ai) Lessee fails to make any payment in accordance with the terms of the Rental Agreement, or any other rental agreement with Lessor, and such failure continues for a period of five (5) days, (ii) Lessee fails to comply with any term, provision, conditionother term or provision of the Rental Agreement, or covenant any other rental agreement with Lessor, and such failure continues for a period of this Agreement; ten (b10) the Lessee deserts or vacates the Premises; days after receipt of notice of such failure from Lessor, (ciii) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes bankrupt, insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of its creditors; , (iv) involuntary bankruptcy or receivership proceedings are instituted against Lessee or its direct or indirect parent company and such petition or proceeding is not stayed or withdrawn within forty-five (45) days, (v) Lessor reasonably believes that Lessee is unable to comply with the payment terms of the Rental Agreement, or any other rental agreement with Lessor, or is likely to become bankrupt, insolvent or make an assignment for the benefit of its creditors, (vi) the Equipment is lost, damaged, stolen, destroyed or seized by a governmental agency after it had been placed in the possession of Lessee, (vii) Lessor has a reasonable belief that a material risk of damage to the Equipment exists or that Lessee cannot adequately protect the Equipment or (fvii) a receiver is appointed for the Lessee or Force Majeure event that lasts longer than fifteen (15) days. Upon any of the assets of the Lesseesuch default, then Lessor may at its option, upon prior notice in any of such events, the Lessee shall be in default and the Lessor shall have the option to do writing exercise any one or more of the followingfollowing remedies: (ia) enter suspend Lessee’s right to use the Premises either with or without process of law Equipment and to expelrelated services, remove and put out the Lessee or any other persons thereon, together with all personal property; (iib) terminate this the Rental Agreement; , (iiic) rent said Premises during normal business hours enter any premises owned, operated or controlled by Lessee where any part thereof Equipment is used or otherwise may be found (each, an “Equipment Location”) and remove the same therefrom. Except in the case of gross negligence or willful misconduct, Lessor shall not be guilty of trespass or wrong or liable for any damages because of such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alterremoval of equipment, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: Lessee agrees to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and pay all expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of Lessee incidental to said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveremoval.

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. IfIn the event: (a) Lessee fails to pay any Rent (whether Base Rent or Additional Rent or any other sum due hereunder), within five (5) days after written notice from Lessor provided however after second such notice within a twelve (1 2) month period during the term, no such notice will be required from Lessor; (b) Lessee fails to comply with any other term, provision, condition, condition or covenant of this Agreementlease for fifteen (1 5) days after notice thereof specifying the items in default or additional time as may be reasonably necessary provided Lessee shall have commenced cure within such fifteen (1 5) day period and is diligently completing the same; (bc) the Lessee deserts abandons or vacates the Premises; (cd) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, Code as amended, or under any similar law or statute of the United States or any state thereofthereof (and in the case of a petition filed against Lessee, the same shall not be dismissed within forty-five (45) days after written notice from Lessor); (de) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (ef) the Lessee makes an any assignment for the benefit of creditors; or (fg) a receiver is appointed for the Lessee or any of the assets of Lessee, and the Lesseesame shall not be dismissed within forty-five (45) days after written notice from Lessor, then in any of such events, the events Lessee shall be in default and the and, Lessor shall have the option to do any one or more of the following: (i) following in addition to and not in limitation of any other remedy permitted by law; to enter upon the Premises or any part thereof either with or without the process of law law, and to expel, remove and put out the Lessee or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, Lessor may terminate this Agreement; (iii) rent said Lease or it may, without terminating this Lease, terminate Lessee's right to possession and relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this lease) and at such rental or rentals and upon such other terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said the Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee to the Lessor other than Rent duedue hereunder; second, to the payment of any costs and expenses of such reletting, reletting including, but not limited to, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; third, to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, and if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreementlease, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the of Lessor's part to terminate this Agreement Lease unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time thereafter elect to terminate this Agreement by reason Lease for such previous breach and default. Should Lessor at any time terminate this Lease as a result of any defaultdefault of Lessee hereunder, in addition to any other remedy it Lessor may have, Lessor may recover from Lessee a sum, which at the time of such termination of this Lease, represents the then present value of the excess of the aggregate amount of Base Rent and all Additional Rent under Article 4 which would have been payable by Lessee (conclusively presuming the average monthly Additional Rent under Article 4 to be the same as if it where payable for the year, or if less than 365 days have lapsed since the commencement of this Lease, the partial year, immediately preceding such termination) for the period commencing with such termination of this Lease and ending with the date contemplated as the expiration date hereof, as if this Lease had not so terminated, over the fair market rental value (as reasonably determined by Lessor) of the Premises for such period. Lessor shall have the right to seek redress in the courts at any time to correct or remedy any default of Lessee by injunction or otherwise, without such action constituting or being deemed a termination of this Lease, and Lessor, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid Rent or any other sums due from Lessee to Lessor under this lease which were or are unpaid at the date of termination. In case it should be necessary for Lessor to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any Lessor's rights hereunder, the Lessee agrees in each and every such case to pay to Lessor reasonable attorney's fees.

Default and Remedies. If: If Tenant shall default in the payment of any installment of the Rent or in the payment of any other sum required to be paid by Tenant under this Lease and such default shall continue for five (a5) the Lessee fails to comply with any term, provision, conditiondays after notice from Landlord that payment thereof is due, or covenant if Tenant shall default in the observance or performance of any of the other covenants or conditions in this Agreement; Lease which Tenant is required to observe or perform and such default shall continue for thirty (b30) days after written notice to Tenant, or if a default involves a hazardous condition (meaning the Lessee deserts existence of an imminent threat of harm to any person or vacates imminent threat of material damage to the Premises; (cBuilding or any part thereof or of material damage to any personal property within the Building) and is not cured by Tenant immediately upon written notice to Tenant, or if the interest of Tenant in this Lease shall be levied upon under execution or other legal process, or if any voluntary petition is 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 the Lessee Tenant under any section federal or chapter state bankruptcy or insolvency act and shall not have been dismissed within ninety (90) days following the filing thereof, or if a receiver shall be appointed for Tenant or any of the Federal Bankruptcy Act, as amendedproperty of Tenant by any court and such receiver shall not be dismissed within ninety (90) days from the date of appointment, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes if Tenant shall make an assignment for the benefit of creditors; , or (f) a receiver is appointed for if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant shall abandon the Lessee or any of the assets of the LesseePremises, then in any Landlord may treat the occurrence of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with foregoing events as a breach of this Lease and thereupon at Landlord's option may, without notice or without process demand of law and any kind to expel, remove and put out the Lessee Tenant or any other persons thereonperson, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises exercise one or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option more of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaultfollowing described remedies, in addition to any all other remedy it may have.rights and remedies provided at law or in equity:

Default and Remedies. If: (a) the Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any other sum when due and fails to comply with any term, provision, condition, or covenant of this Agreementcure the breach within ten (10) days; (bii) the Lessee deserts or vacates the Premisesbreaches any of its insurance obligations under Section 9; (ciii) Lessee breaches any of its other obligations and fails to cure that breach within thirty (30) days after written notice from Lessor; (iv) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (v) Lessee or any guarantor or other obligor of the Lessee's obligations hereunder ("Guarantor") becomes insolvent or ceases to do business as a going concern; (vi) any Equipment is illegally used; (vii) a petition is filed by or against the Lessee or any Guarantor of Lessee's obligations to Lessor under any section bankruptcy or chapter insolvency laws and in the event of an involuntary petition, the petition is not dismissed within forty-five (45) days of the Federal Bankruptcy Act, as amended, filing date; (viii) there is a default in or a revocation or anticipatory repudiation of any guarantor's obligations under any similar law guaranty issued in connection with this Agreement; (ix) Lessee or statute any Guarantor shall be in default under any obligation equal to or in excess of $1,000,000.00 for borrowed money, for the deferred purchase price of property or any lease agreement and the applicable grace period with respect thereto shall have expired; (x) 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 laws of the United States or any state 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 (y) Lessor is reasonably satisfied as to the credit worthiness, financial condition, management and operations of such person; (dxi) effective control of Lessee's voting capital stock, issued and outstanding from time to time, is not retained by The Smith & Wollensky Restaurant Group, Inc. ("SWRG") (unless Lesxxx xhall have provided sixty (60) days' prior written notice to Lessor of the Lessee becomes insolvent or makes a transfer proposed disposition of stock and Lessor shall have consented thereto in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditorswriting); or (fxii) as a receiver is appointed for result of or in connection with a material change in the Lessee ownership of SWRG's capital stock, SWRG's debt-to-worth ratio equals or any exceeds twice SWRG's debt-to-worth ratio as of the assets date of the Lessee, then in any of such events, the Lessee shall be in default and the this Lease (unless Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expelgiven its prior written consent thereto). As used herein, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have."

Default and Remedies. If: (a) the Lessee fails An “Event of Default” shall be deemed to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee exist and Tenant shall be in default hereunder if: (i) Tenant fails to pay any Rent when due and such failure continues for more than 3 business days after Landlord has given Tenant written notice of such failure (such notice being in lieu of, and not in addition to, any applicable statutory notice); provided, however, in no event shall Landlord have any obligation to give Tenant more than 1 such notice in any 12-month period, after which there shall be an Event of Default if Tenant fails to pay any Rent when due, regardless of Tenant’s receipt of notice of such nonpayment, and, provided further, there shall be an automatic Event of Default if Tenant fails to pay any Rent when due and an automatic stay of bankruptcy precludes issuance of a default notice; (ii) Tenant fails to bond over a mechanic’s or materialmen’s lien within 10 days after Xxxxxxxx’s demand; (iii) there is any assignment or subletting (regardless of whether the Lessor same might be void under this Lease) in violation of the terms of this Lease; (iv) the occurrence of any default beyond any applicable notice and/or cure period under any guaranty executed in connection with this Lease; (v) Tenant fails to deliver any Landlord- requested estoppel certificate or subordination agreement within 5 business days after receipt of notice that such document was not received within the time period required under this Lease; (vi) Tenant ceases to use the Premises for the Permitted Use or removes substantially all of its furniture, equipment, and personal property from the Premises (other than in the case of a permitted subletting or assignment) or permits the same to be unoccupied for longer than a week; (vii) there is a filing of a voluntary petition for relief by Tenant or any guarantor of this Lease, or the filing of a petition against Tenant or any guarantor of this Lease in a proceeding under the federal bankruptcy or other insolvency laws that is not withdrawn or dismissed within 45 days thereafter, or Xxxxxx’s rejection of this Lease after such a filing, or, under the provisions of any law providing for reorganization or winding up of corporations, the assumption by any court of competent jurisdiction of jurisdiction, custody, or control of Tenant or any substantial part of its property, or of any guarantor of this Lease, where such jurisdiction, custody, or control remains in force, unrelinquished, unstayed, or unterminated for a period of 45 days, or the death or ceasing of existence of Tenant or any guarantor of this Lease, or the commencement of steps or proceedings toward the dissolution, winding up, or other termination of the existence of Tenant or any guarantor of this Lease, or toward the liquidation of either of their respective assets, or the evidence of the inability of Tenant or any guarantor of this Lease to pay its debts as they come due, including without limitation an admission in writing of its inability to pay its debts when due, or any judgment docketed against any guarantor of this Lease which is not paid, bonded, or otherwise discharged within 45 days; or (viii) Tenant fails to observe or perform any of Tenant’s other agreements or obligations under this Lease and such failure continues for more than 30 days after Landlord gives Tenant written notice of such failure, or the expiration of such additional time period as is reasonably necessary to cure such failure (not to exceed 60 days), provided Xxxxxx immediately commences and thereafter proceeds with all due diligence and in good faith to cure such failure. (b) Upon the occurrence of an Event of Default, Landlord, in addition to the other rights or remedies it may have under this Lease, at law, or in equity, and without prejudice to any of the same, shall have the option option, without any notice to do Tenant and pursuant to applicable judicial process, to pursue any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.following remedies:

Default and Remedies. IfThe occurrence of any one or more of the following events ("Events of Default") shall constitute a default under any Lease: (a) the Lessee fails to comply with pay the Monthly Rent or any term, provision, condition, other amount due FMA on or covenant of this Agreementbefore the fifth day after the same is due; (b) any financial statement information or representation or warranty given to FMA is false or misleading as of the Lessee deserts date it was given by or vacates the Premiseson behalf of Lessee; (c) Lessee fails to observe or perform any petition is filed by other term, condition, obligation, agreement or against the Lessee under covenant set forth in such Lease, and such failure continues for a period of 10 days after receipt of written notice thereof from FMA; (d)Lessee assigns or attempts to assign such Lease, or removes, transfers, encumbers, sublets or parts with possession of any section item of Equipment subject to such Lease or chapter attempts to do any of the Federal Bankruptcy Act, as amendedforegoing, or under suffers or permits any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer foregoing to occur except as expressly permitted in fraud of creditorssuch Lease; (e) the Lessee ceases doing business as a going concern, or it or its shareholders or partners take any action looking toward its dissolution or liquidation; (f) Lessee becomes insolvent, or generally fails or admits in writing its inability or unwillingness to pay its debts as they become due, or makes an a general assignment for the benefit of creditors; or (f) a receiver Lessee applies for, acquiesces in or consents to the appointment of any receiver, trustee or any other custodian for it or for all or any substantial part of its property; or such receiver, trustee or other custodian is appointed without its application or consent, and such appointment continues undischarged for the a period of 60 days; or any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy, or insolvency law, or any dissolution or liquidation proceeding is commenced with respect to Lessee and, if such case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced with respect to Lessee and, if such case or proceeding is not commenced by Lessee, it is consented to or acquiesced in by Lessee, or remains for 60 days undismissed; or Lessee takes any action to authorize, or in furtherance of, any of the assets foregoing; (g) an Event of Default by Lessee under any other Lease, or (h) an event of default or event which, with the giving of notice or the passage of time, or both, would constitute a default under any other lease or agreement between FMA and lessee. If an Event of Default occurs, FMA may, at is option, do any or all of the Lessee, then in any of such events, following to the Lessee shall be in default and the Lessor shall have the option to do any one or more of the followingfull extent permitted by law: (i) enter recover from Lessee, as liquidated damages for loss of a bargain and not as a penalty, as to any or all Lessees, an amount equal to the Premises either with or without process present value of law and all Monthly Rent to expel, remove and put out be paid by Lessee during the Lessee remaining Minimum Term or any other persons thereonextended term then in effect, together with all personal propertydiscounted at the rate of 6% per annum, which amount shall be accelerated and become immediately due and payable; (ii) terminate this Agreementsue xxx and recover all rents and other amounts due or to become due with respect to any or all items of Equipment; (iii) rent said Premises require Lessee to assemble all Equipment at Lessee's expense, at a place reasonably designated by FMA; or (iv) remove any physical obstructions for removal of the Equipment from the place where the Equipment is located and take possession of any or all items of Equipment, without notice or demand, wherever the same may be located, disconnecting and separating all such Equipment from any other property, with or without any court order or pre-taking hearing or other process of law. Lessee hereby waives any and all damages occasioned by such retaking. FMA may, at its option, ship, store, repair or lease all Equipment so removed and sell or otherwise dispose of any such Equipment at a private or public sale. FMA may expose Equipment at Lessee's premises at reasonable business hours without being required to remove the Equipment. In the event that Lessee shall have paid to FMA the liquidated damages referred to in the preceding paragraph, FMA hereby agrees to pay to Lessee, promptly after receipt thereof, either (a) if FMA re-leases the Equipment, all rentals or proceeds received from the reletting of the Equipment during the balance of the Minimum Term of the related Schedule or any part thereof successive period then in effect (after deduction of all expenses incurred by FMA), or (h) if FMA sells the Equipment, all proceeds received from the sale (after deduction of the estimated fair market value of the Equipment as of the end of the Minimum Term or at the end of any extended term then in effect and of all expenses incurred by FMA), said amount never to exceed the amount of the liquidated damages paid by Lessee. For purposes of the foregoing, in the event of any reletting by FMA of any item of Equipment, "all rentals or proceeds received from the reletting of the Equipment" shall mean the present value (discounted to the Commencement Date of the re-lease using the interest rate at which FMA has non-recourse financing or a non-recourse financing commitment with respect to such re-lease) of the monthly rent for such term item under re-lease to a third party, taking into account only that monthly rent of such re-lease which is payable on or terms and at such terms and conditions as before the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option last day of the Lessor, rents received by Minimum Term of the Lessor from such reletting shall be applied in order as follows: to related Schedule (or the payment last day of any indebtedness from extended term then in effect with respect to such item of Equipment). Lessee agrees that FMA shall have no obligation to sell the Equipment. Lessee to the Lessor other than Rent due; to the payment of shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by FMA as a result of such reletting, default including, but not limited to, all court costs and reasonable attorney's fees. Lessee hereby agrees that, advertising feesin any event, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is it will be liable for any deficiency in the Rent and additional rent and interest after any sale, lease or other disposition by FMA. The rights afforded FMA hereunder shall not be deemed to be paid by the Lessee under this Agreementexclusive, the Lessee shall pay any such deficiency to the Lessor and such deficiency but shall be calculated in addition to any rights or remedies provided by law. If, upon the termination of the related Schedule as to any item of Equipment, Lessee fails or refuses to return and collected by the deliver possession of such item of Equipment to Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaultprescribed date, in addition to all other rights and remedies available to FMA, Lessee shall be liable to FMA for Monthly Rent applicable so such item of Equipment until the last day of the month in which such item is returned to FMA, and any other remedy it damages FMA may havesuffer by reason of being unable to deliver such item of Equipment to another party.

Default and Remedies. If: (a) Any of the following shall constitute a default by Lessee fails under the Lease (herein "Default"): (i) failure by Lessee to pay any amounts under the Lease when due and such remains unremedied for a period of ten (10) days from the due date; or (ii) failure by Lessee to comply with any termprovisions or perform any of its obligations arising under the Lease or under any other documents or agreements relating to the Lease, provision, conditionand such remains unremedied by Lessee for a period of twenty (20) days; or (iii) any representations or warranties made or given by Lessee in connection with the Lease or the Agreement, or covenant any other document or agreement relating to the Lease or the Agreement, were false or misleading when made; or (iv) subjection of this Agreementthe Equipment to levy or execution or other judicial process which is not or cannot be removed within thirty (30) days from the subjection thereof; or (bv) the Lessee deserts commencement of any insolvency, bankruptcy or vacates the Premises; (c) any petition is filed similar proceedings by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; guarantor of any of Lessee's obligations under the Lease (d) the herein "Guarantor"), including any assignment by Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, and in the case of any such involuntary proceedings, such is not dismissed within thirty (30) days of institution; or (fvi) a receiver is appointed for any act of Lessee which imperils the value of the Equipment or the prospect of full performance of Lessee's obligations under the Lease, including but not limited to the liquidation or dissolution of Lessee or the commencement of any acts relative thereto, or without the prior written consent of Lessor, any sale or other disposition of all or substantially all of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any merger or consolidation of Lessee unless Lessee is the surviving entity, or the cessation of business by Lessee; or (vii) a default by Lessee under any other persons thereon, together with all personal property; agreement (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, including but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelease) with Lessor, or with any assignee of the Lease; or (viii) the death or dissolution of Lessee or of any Guarantor, the withdrawal of any partner of Lessee if Lessee is a partnership, or the inability of Lessee or of any Guarantor of the Lease to perform any of the obligations contained in the Lease or in any applicable guaranty.

Default and Remedies. IfHigh Falls shall be deemed in default under this Agreement upon the occurrence and during the continuance of an Event of Default under any promissory note evidencing any of the Obligations. In addition to all other rights and remedies granted to Genesee by this Agreement, a Mortgage of even date herewith or any note, the UCC and other applicable Governmental Rules, Genesee may, upon the occurrence and during the continuance of any Event of Default, exercise any one or more of the following rights and remedies: (a) collect, receive, appropriate or realize upon the Lessee fails to comply with Collateral or otherwise foreclose or enforce Genesee's security interests in any term, provision, condition, or covenant of all Collateral in any manner permitted by applicable Governmental Rules or in this Agreement; (b) the Lessee deserts notify any or vacates the Premisesall Account Debtors to make payments on Receivables directly to Genesee; (c) direct any petition is filed depository bank or intermediary to liquidate the account(s) maintained by or against the Lessee under it, pay all amounts payable in connection therewith to Genesee and/or deliver any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereofproceeds thereof to Genesee; (d) sell or otherwise dispose of any or all Collateral at one or more public or private sales, whether or not such Collateral is present at the Lessee becomes insolvent place of sale, for cash or makes a transfer credit or future delivery, on such terms and in fraud of creditorssuch manner as Genesee may determine; (e) require High Falls to assemble the Lessee makes an assignment for the benefit of creditorsCollateral and make it available to Genesee at a place to be designated by Genesee; or (f) a receiver enter onto any property where any Collateral is appointed located and take possession thereof with or without judicial process; and (g) prior to the disposition of the Collateral, store, process, repair or recondition any Collateral consisting of goods, perform any obligations and enforce any rights of High Falls under any Related Contracts or otherwise prepare and preserve Collateral for disposition in any commercially reasonable manner and to the Lessee extent Genesee reasonably deems appropriate. In furtherance of Genesee's rights hereunder, High Falls hereby grants to Genesee an irrevocable, non-exclusive license (exercisable without royalty or other payment by Genesee) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which High Falls now or hereafter has any right, title or interest, together with the right of access to all media in which any of the assets of foregoing may be recorded or stored (but only to the Lesseeextent High Falls is not prohibited from granting such irrevocable, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of non-exclusive license under applicable law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or material agreement to which it is a party). In any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment case where notice of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment sale or disposition of any costs and expenses of such relettingCollateral is required, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written High Falls hereby agrees that seven (7) days notice of such intention sale or disposition is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havereasonable.

Default and Remedies. IfEach of the following events shall be deemed to be an event of default: (a) The failure to pay any installment of rent or other money obligation herein required to be paid by Tenant unto the Lessee fails to comply with any term, provision, conditionLandlord, or covenant the default by the Tenant in the performance of or violation of any other term or provision of this Agreementlease, if such default is not cured within fifteen (15) days after written notice by the Landlord; (b) the Lessee deserts The filing or vacates the Premises; (c) any execution or occurrence of a petition is filed in bankruptcy or other insolvency proceeding by or against the Lessee Tenant, or a petition or answer seeking relief under any section or chapter provision of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; , or (f) a receiver is appointed petition or other proceeding by or against the Tenant for the Lessee appointment of a trustee, receiver or liquidator of the Tenant or any of the assets Tenant's properties, or a proceeding by a governmental authority for the dissolution or liquidation of the LesseeTenant; or the levying of a writ of execution or attachment on or against the Tenant's property, then in any or the creation of such events, a mechanic's lien or claim therefor against the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Leased Premises or any part improvements thereon caused by or resulting from any work performed, materials furnished, or obligation incurred by or at the request of the Tenant; and (c) The abandonment or vacating of the Leased Premises or any substantial portion thereof by the Tenant. Should any of the above events of default occur, the Landlord may, without notice to the Tenant, thereupon re-enter and resume possession of the Leased Premises and remove the Tenant and Tenant's property therefrom, and at Landlord's option may either terminate this lease, or, without terminating the lease, lease the Leased Premises or any portion thereof for the account of the Tenant for the remainder of the term or for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisablelandlord shall see fit. Should the Landlord elect to re-let the Leased Premises for a new tenant or tenants, with then the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At Tenant hereunder shall also be liable for the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment cost of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs re- letting, including brokerage and expenses of such reletting, including, but not limited to, reasonable attorney's fees. In addition, advertising fees, and brokerage fees, and to the payment Tenant shall pay for each month of any repairs, renovation, remodeling, redecorations, alterations, and changes in Tenant's unexpired term the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest monthly rental above agreed to be paid by the Lessee under this AgreementTenant, less such part thereof, if any, as the Lessee Landlord shall pay have been able to collect from any such deficiency new tenant or tenants, with the Landlord being expressly entitled to the Lessor and such deficiency shall be calculated and retain as his own property any excess rentals, if any, so collected by the Lessor on a monthly basisLandlord. No such Landlord may, however, should he so desire, without re-entry entering or taking resuming possession of said Premises the Leased Premises, and without terminating this lease, enforce, by all proper and legal suits and other means, his rights hereunder, including the collection of rent. All rights and remedies of Landlord hereunder shall be construed as an election on cumulative, and none shall be exclusive of the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without terminationother, the Lessor may at any time terminate this Agreement by reason of any default, and shall be in addition to any other remedy it may haveat law. Tenant hereby waives any right of redemption to which he or any person claiming under him might be entitled. Waiver of any default shall not operate to waive or in any manner affect any subsequent default hereunder.

Default and Remedies. IfThe following events shall be deemed to be -------------------- events of default by Tenant under this Lease: (ai) Tenant shall fail to pay any installment of Base Monthly Rental, Additional Rent or any other charge or assessment against Tenant pursuant to the Lessee fails terms hereof within five (5) days after notice of failure; (ii) Tenant shall fail to comply with any term, provision, conditioncovenant or warranty made under this Lease by Tenant, other than the payment of the Base Monthly Rental or covenant Additional Rent or any other charge or assessment payable by Tenant, and shall not cure such failure within thirty (30) days after notice thereof to Tenant, as extended as reasonably necessary to effect cure, provided Tenant commences cure and diligently pursues same to completion; (iii) Tenant or any guarantor of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes Lease shall make a transfer in fraud of creditors; (e) the Lessee makes an 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 material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this 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 forty-five (f45) days after the commencement thereof; (v) a receiver is or trustee shall be appointed for the Lessee Prime Premises or any for all or substantially all of the assets of Tenant or of any guarantor of this Lease; (vi) Tenant shall abandon or vacate all or any portion of the LesseePrime Premises, then or fail to take possession thereof as provided in this Lease; (vii) Tenant shall do or permit to be done anything which creates a lien upon the Prime Premises or the Office Complex and such lien is not removed or discharged within fifteen (15) days after the filing thereof; (viii) Tenant shall fail to return a properly executed instrument to Landlord in accordance with the provisions of Paragraph 29 hereof within the time period provided for such return following Landlord's request for same as provided in Paragraph 29; or (ix) Tenant shall fail to return a properly executed estoppel certificate to Landlord in accordance with the provisions of Paragraph 30 hereof within the time period provided for such return following Landlord's request for same as provided in Paragraph 30. Upon the occurrence of any of the aforesaid events of default, without notice or demand of Tenant in any of such eventsinstance, the Lessee shall be in default and the Lessor Landlord shall have the option to do pursue any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.following remedies:

Default and Remedies. If: If Tenant shall default in the payment of Monthly Rent or Additional Rent hereunder when due and such default shall remain uncured for more than ten (a10) days after written notice from Landlord of such default (provided Landlord shall only be obligated to provide such notice one time during any twelve (12) month period during the Lessee fails Lease Term and thereafter a default shall occur if any sum is not paid when due without notice); or if Tenant shall fail to comply with cure any termdefault of Tenant of any obligation set forth in this Lease other than such nonpayment of Monthly Rent or Additional Rent and satisfaction or bonding of liens within thirty (30) calendar days after written notice thereof from Landlord but if such default is not susceptible to cure within such thirty (30) day period, provisionTenant shall not be in default if Tenant promptly commences such cure and diligently and continuously pursues the cure to completion within an additional sixty (60) days; or if Tenant shall permit any liens to remain unbonded or otherwise outstanding of record against the Demised Premises for a period of more than ten (10) days after the filing thereof; or if Tenant is adjudicated bankrupt or a permanent receiver is appointed for Tenant’s property; or if, conditionTenant takes advantage of any debtor relief proceedings under any present or future law whereby any rental hereunder is, or covenant of this Agreementis proposed to be, reduced or payment thereof deferred; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee if Tenant makes an assignment for the benefit of creditors; or if Tenant’s effects should be levied upon or attached under process against Tenant, not satisfied or dissolved or stayed by bond within ten (f10) a receiver is appointed for the Lessee or any of the assets of the Lessee, days after written notice from Landlord to Tenant to obtain satisfaction thereof; then and in any of such eventsevent, the Lessee shall be in default and the Lessor Landlord, at Landlord’s option, shall have the option to do any one or more of the following: right at once either (ia) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a Lease by written notice to Tenant, whereupon this Lease shall end and Landlord shall be entitled to pursue and recover all damages provided by Georgia law to Landlord upon the occurrence of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition or (b) to enter upon the Demised Premises, as Tenant’s agent and without terminating this Lease, and attempt to relet the Demised Premises at the best price obtainable by reasonable effort and Tenant shall be liable to Landlord for, and shall pay to Landlord monthly, any other remedy it may havedeficiency between the amount of Monthly Rent and Additional Rent payable by Tenant hereunder and the price obtained by Landlord on reletting.

Default and Remedies. If: (a) In the Lessee fails to comply with event that: (i) any term, provision, condition, or covenant of this Agreementthe events described in Section 18.1 above shall occur; (bii) the Lessee deserts Tenant abandons or vacates the Premises; (ciii) Tenant fails to pay any petition is filed by or against Rent payable hereunder when and as the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; same becomes due and payable and such failure shall continue for more than five (d5) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditorsdays; or (fiv) a receiver is appointed Tenant fails to perform any other term, covenant or condition of this Lease and such failure continues for the Lessee more than thirty (30) days after receiving notice thereof from Landlord, or, if such default cannot reasonably be cured within said thirty (30) day period, fails to commence to cure such default with all due diligence and dispatch within said thirty (30) day period, or having commenced such cure, shall fail to diligently prosecute such cure to completion; then Landlord, in addition to any other rights and remedies of the assets of the LesseeLandlord at law or in equity, then in any of such events, the Lessee shall be in default and the Lessor shall have the option right to do any one or more terminate Tenant’s right to possession of the following: Premises and either terminate this Lease or have this Lease continue in full force and effect. Should Landlord elect to terminate Tenant’s right to possession 22 of the Premises, then Landlord shall have the right of entry and may remove all persons and property from the Premises, subject to applicable law. Such property so removed may be stored in a public warehouse or elsewhere at the cost and for the account of Tenant. Upon such termination, Landlord, in addition to any other rights and remedies provided by law, shall be entitled to recover from Tenant (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereonall delinquent Rent, together with all personal propertyinterest and late charges; and (ii) terminate this Agreementall costs and expenses of recovering possession, in restoring the Premises to good order and condition, or in remodeling, renovating, or preparing the Premises for reletting; (iii) rent said Premises all costs of reletting, including broker's commissions; (iv) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term hereof after the time of award exceeds the amount of such Rent loss that the Tenant proves could be reasonably avoided; and (v) all other damages caused by Tenant's default. The worth at the time of award of amount referred to in this subparagraph shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%). As used herein, the term "time of award" shall mean either the date upon which Tenant pays to Landlord the amount recoverable by Landlord as hereinabove set forth or the date of entry of any part thereof determination, order or judgment of any court or other legally constituted body, or of any arbitrators determining the amount recoverable, whichever first occurs. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to make claim, prove for such term and obtain in proceedings for bankruptcy or terms insolvency by reason of the termination of the Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and at such terms governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. (b) Should Landlord, following any breach or default of this Lease by Tenant, elect to keep this Lease in full force and conditions as the Lessor in its sole discretion may deem advisable, effect with Tenant retaining the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option possession of the LessorPremises (notwithstanding the fact that Tenant may have abandoned the Premises), rents received by then Landlord, in addition to all other rights and remedies Landlord may have at law or in equity, shall have the Lessor from such reletting shall be applied in order as follows: right to the payment enforce all of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs Landlord’s rights and expenses of such relettingremedies under this Lease, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and the right to recover the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment installments of Rent and additional Rent as they become due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay Lease. Notwithstanding any such deficiency election to the Lessor have this Lease remain in full force and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking effect, Landlord may at any time thereafter elect to terminate Tenant’s right to possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lesseefor any previous breach or default hereunder by Tenant which remains uncured or for any subsequent breach or default. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have(c ) N/A. 20.

Default and Remedies. If: A. If (a) Lessee shall fail to pay any rental payment or any other payment hereunder within five (5) days after the Lessee fails to comply with any term, provision, condition, date when such obligation is due; or covenant of this Agreement; (b) the Lessee deserts shall fail to perform any other term or vacates the Premisescondition of this Lease for a period of ten (10) days after written notice thereof from Lessor to Lessee; or (c) any petition is filed by or against the Lessee proceedings under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or other national or local bankruptcy law or other insolvency laws shall be instituted against Lessee, or a trustee or receiver or similar officer shall be appointed for Lessee or any state of its property, or any of the Equipment shall be attached or levied upon and such proceedings shall not be vacated or fully stayed within fifteen (15) days thereof; or (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes shall make an assignment for the benefit of creditorscreditors or institute proceedings to be adjudicated a bankrupt or insolvent or admit in writing its inability to pay its debts as they become due; or (e) Lessee attempts to remove, sell, transfer, encumber, sublet or part with possession of the Equipment, or assigns or attempts to assign all or any part of this Lease or Lessee's rights hereunder; or (f) Lessee ceases doing business as a receiver going concern, sells substantially all of its assets out of the ordinary course of business, merges or consolidates with any other person, or, if a corporation, sustains a change in the ownership of more than 20% in the aggregate of its issued and outstanding stock of any class except a change of ownership as a result of (x) a transfer to an Affiliate (as defined in the Manufacturing Agreement) or (y) a bona fide reorganization, or abandons any or all of the Equipment; or (g) Lessee is appointed for a corporation and ceases its corporate existence or good standing; or (h) Lessee has made any material misrepresentation (including the failure to disclose a material fact) under this Lease or in connection with any credit or other information submitted or furnished to Lessor, or breached any warranties made by it under this Lease; or (i) any adverse change in the financial condition of Lessee or any of the assets of the Lesseesurety or guarantor shall occur; then, then in any of such eventsevent, the Lessee shall be deemed to have breached this Lease and shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havehereunder.

Default and Remedies. If: (a) It is agreed that if Tenant shall fail to pay the Lessee fails to comply with any term, provision, conditionrent, or covenant of this Agreementany other charges due and owing hereunder, at the time the same shall become due and payable, although no demand shall have been made for the same; (b) the Lessee deserts or vacates the Premises; (c) if Tenant shall violate or fail or neglect to keep and perform any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actcovenants, as amendedconditions and agreements herein contained on the part of Tenant to be kept and performed and such violation, failure or neglect is not cured within sixty (60) days after receipt by Tenant of Landlord's notice of default in each and every such event from thenceforth, and at all times thereafter, at the option of Landlord, Tenant's right of possession shall thereupon cease and determine, and Landlord shall be entitled to possession of the Premises and to re-enter the same without demand of rent or demand of possession and may forthwith proceed to recover possession of the Premises by process of law or otherwise, any notice to quit, or under any similar notice of intention to re-enter the same being hereby expressly waived by Tenant. And, in the event of such reentry by process of law or statute otherwise, Tenant nevertheless agrees to remain answerable for any and all damage, deficiency or loss of rent which Landlord may sustain by such re-entry, including reasonable attorneys' fees and court costs; and in such case, Landlord reserves full power, which is hereby acceded to by Tenant, to relet the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment Premises for the benefit of creditors; Tenant, in liquidation and discharge, in whole or (f) a receiver is appointed for in part, as the Lessee or any case may be, of the assets liability of Tenant under the Lessee, then in any terms and provisions of such events, the Lessee shall be in default and the Lessor shall have the option to do any this Lease. Landlord may exercise its rights hereunder by one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveactions against Tenant.

Default and Remedies. If: (a) the The following shall be deemed events of default with respect to an Equipment Schedule or Purchase Order written pursuant to this Lease: (i) Lessee fails to comply with pay any terminstallment or rent or other charge within twenty (20) days after receipt of written notice of a delinquent payment; (ii) Lessee attempts to remove, provisionsell, conditiontransfer, assign, encumber, or covenant sublet any of this Agreementthe Equipment, except as expressly permitted herein; (biii) Lessee fails to observe or perform any of the other obligations required to be observed or performed by Lessee deserts or vacates the Premiseshereunder within thirty (30) days after receipt of written notice of such failure, or, if more than thirty (30) days are reasonably required, Lessee fails to commence to diligently perform such obligations within such thirty (30) days; (civ) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, ceases doing business as amended, or under any similar law or statute of the United States or any state thereofa going concern; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or (f) an insolvent; files a receiver is appointed petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the Lessee material allegations of a petition filed against it in any such proceeding; consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action to effect its dissolution or liquidation; (v) within sixty (60) days after the assets commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation such proceedings shall not have been dismissed, or if within sixty (60) days after the appointment without Lessee's consent or acquiescence of any trustee, then in any receiver or liquidator of such events, the Lessee shall be in default and the Lessor shall have the option to do any one it or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee all or any other persons thereonsubstantial part of its assets and properties, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting appointment shall not be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havevacated.

Default and Remedies. If: Lessee shall be in default of any Lease if (ai) the Lessee fails to comply with pay Rent within ten (10) days of due date; (ii) Lessee fails to perform or observe or breaches any termcovenant or condition or any representation or warranty in such Lease, provisionand such failure or breach continues unremitted for a period of ten (10) days after written notice from Lessor, condition(iii) Lessee, except as expressly permitted in the Lease, attempts to move, sell, transfer, encumber, or covenant sublet without consent any item of this AgreementProduct leased under such Lease; (biv) the Lessee deserts files or vacates the Premises; (c) any has filed against it a petition is filed by in bankruptcy or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; creditors or consents to the appointment of a trustee or receiver or either shall be appointed for Lessee or for a substantial part of its property without its consent, or (fv) a receiver is appointed for the Lessee or any guarantor of the assets of the Lessee, then in any of such events, the Lessee is declared legally deceased or if Lessee shall be in default and the terminate its existence by merger, consolidation, sale of substantially all of its assets or otherwise. Upon default, Lessor shall have the option to do any may, at its option, take one or more of the followingfollowing actions: (i) enter the Premises either with or without process of law declare all sums due and to expelbecome due under the Schedule immediately due and payable, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; require Lessee to return immediately all Product leased under such Schedule to Lessor in accordance with Section 6 hereof, (iii) rent said Premises without breach of the peace take immediate possession of and remove the Product, (iv) sell any or all of the Product at public or private sale or otherwise dispose of, hold, use or lease to others, or (v) exercise any part thereof for such term right or terms and at such terms and conditions as the remedy which may be available to Lessor in its sole discretion may deem advisableunder applicable law, with including the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At recover damages for the option breach of the LessorSchedule. In addition, rents received by the Lessor from such reletting Lessee shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor liable for reasonable attorney’s fees, other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of resulting from any default, or the exercise of Lessor’s remedies, including placing such Product in the condition required by Section 6 hereof. Each remedy shall be cumulative and in addition to any other remedy it may haveotherwise available to Lessor at law or in equity. No express or implied waiver of any default shall constitute a waiver of any of Lessor’s other rights.

Default and Remedies. IfAn event of default shall occur if: (a) the any rental Payment or any other amount owed by Lessee fails to comply with any term, provision, condition, or covenant of this AgreementLessor hereunder is not paid promptly when due; (b) the Lessee deserts breaches any warranty or vacates the Premises; provision hereof, (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actceases to do business as a going concern, as amendedbecomes insolvent, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, or takes advantage of any law for the relief of debtors; (d) any property of Lessee is attached; (e) a petition in bankruptcy or for an arrangement, reorganization, composition, liquidation, dissolution or similar relief is filed by or against Lessee under any present or future statute, law or regulation; (f) Lessee or its shareholders take any action looking to its dissolution or liquidation; (g) a trustee or receiver is appointed for Lessee or for any substantial part of its property; (h) if there shall occur an (i) appropriation, (ii) confiscation, (iii) retention, or (iv) seizure of control, custody or possession of the Equipment by any governmental authority including, without limitation, any municipal, state, federal or other governmental entity or any governmental agency or instrumentality (all such entities, agencies and instrumentalities shall hereinafter be collectively referred to as "Governmental Authority"); or (i) if anyone in the control, custody or possession of the Equipment or the Lessee is accused or alleged or charged (whether or not subsequently arraigned, indicted or convicted) by any Governmental Authority to have used the Equipment in connection with the commission of any crime (other than a misdemeanor moving violation). Upon the assets occurrence of the Lessee, then in any an event of such events, the default Lessee shall be in default hereunder and Lessor may, at its option, with or without notice to Lessee (a) declare all sums due and to become due hereunder and all other sums then owing by Lessee to Lessor to be immediately due and payable; (b) proceed by appropriate court action or actions or other proceedings either at law or in equity to enforce performance by Lessee of any and all provisions of this Lease and to recover the damages for the breach thereof; (c) require Lessee to assemble the Equipment and deliver same forthwith to Lessor shall have the option at Lessee's expense at such place as Lessor may designate which is reasonably convenient to do any both parties; (d) exercise one or more of the following: (i) enter rights and remedies available to a secured party under the Premises either with Uniform Commerical Code, whether or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertynot this transaction is subject thereto; (iie) terminate this Agreement; (iii) rent said Premises enter, or its agents may enter, without notice or liability or legal process, into any premises where the Equipment may be, or is believed by Lessor to be, and repossess all or any part thereof thereof, disconnecting and separating the same from any other property and using all force necessary and permitted by applicable law, Lessee hereby expressly waiving all further rights to possession of the Equipment after default and all claims for injuries suffered through or loss caused by such term repossession; and/or (f) apply any security deposit or terms other amounts held by Lessor to any indebtedness of Lessee to Lessor. In addition, Lessee agrees to pay, to Lessor, as liquidated damages for loss of the bargain and at such terms not as a penalty, (1) the Stipulated Loss Value plus (2) all expenses of retaking, holding, preparing for sale, selling and conditions as the like, including reasonable attorneys' fees and other legal expenses, less (3) any amount actually received by Lessor from the re-lease, sale or other disposition of the Equipment. Lessee hereby waives any right to trial by jury in any proceeding arising out of this Lease. Nothing herein contained will require Lessor to re- lease, sell or otherwise dispose of the Equipment. No remedy of Lessor hereunder shall be exclusive of any other remedy herein or provide by law, but each shall be cumulative and in addition to every other remedy. A waiver of a default shall not be a waiver of any other or a subsequent default. If allowed by law, "the reasonable fees for attorneys" retained by Lessor shall include the amount of any flat fee, retainer, contingent fee or the hourly charges of any attorney retained by Lessor in its sole discretion may deem advisable, with enforcing any of Lessor's rights hereunder or in the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment prosecution or defense of any indebtedness from litigation related to this Agreement or the transactions contemplated by this Agreement. All notices to Lessee relating hereto will be considered received when delivered in person or mailed to Lessee at the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes address set forth in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement later address designated in writing by reason of any default, in addition to any other remedy it may haveLessee.

Default and Remedies. If: It shall constitute an “Event of Default” hereunder if (a) the Lessee any Borrower fails to comply with make when due any termpayment on the indebtedness hereunder, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; any Borrower fails to perform any of its other agreements contained herein, (c) any Borrower or Subsidiary defaults under the terms or provisions of any other Loan Document or any other agreement, instrument or document executed in connection with or as security for the Revolving Credit Facility, (d) any CPI Seller defaults under the Stock Purchase Agreement, (e) any representation or warranty of any Borrower proves to have been untrue in any material respect when made, (f) any petition in bankruptcy is filed by any Borrower or against the Lessee any Material Subsidiary, or any order granting relief under any section bankruptcy or chapter of the Federal Bankruptcy Act, as amended, or under receivership law is filed with respect to any similar law or statute of the United States Borrower or any state thereof; Material Subsidiary, (dg) any Borrower or any Material Subsidiary permits a monetary judgment against it that could reasonably be expected to have a Material Adverse Effect to remain undischarged for a period in excess of thirty (30) days or (h) any Borrower or any Material Subsidiary dissolves. Upon the Lessee becomes insolvent or makes a transfer occurrence of an Event of Default specified in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or clause (f) a receiver is appointed for above, immediately, and upon the Lessee or occurrence of any other Event of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have Default hereunder at the option of Lender, without notice to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee Borrower or any other persons thereonperson, together the obligation of Lender to make any Advances (or deemed Advances) under the Revolving Credit Facility other than Permitted Dividend Advances with respect to Permitted Dividends for the prior calendar year that have not been previously made shall be terminated, all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as indebtedness of the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alterBorrowers, and change said Premises. At the option each of the Lessorthem, rents received by the Lessor from such reletting to Lender shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent immediately due and payable hereunder and interest thereon; and, if after applying said rentals there is Lender may take any deficiency in the Rent and additional rent and interest to other actions as may be paid permitted by the Lessee under this Agreement, any other Loan Document or any other document or instrument evidencing or securing the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basisRevolving Credit Facility. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written Each Borrower expressly waives presentment, demand, protest, notice of such intention is given to the Lessee. Notwithstanding any such reletting without terminationprotest, the Lessor may at any time terminate this Agreement by reason or other notice of dishonor of any defaultkind including, in addition without limitation, notice of intent to any other remedy it may haveaccelerate the maturity of the indebtedness hereunder and notice of acceleration of the maturity of the indebtedness hereunder.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FG1; (b) (i) enter the Premises either with commencement of any action for the dissolution or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller’s debts under the federal bankruptcy code or any other persons thereonstate or federal law, together with all personal now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have thirty (30)days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that during such thirty (30) day period, (ii) Seller makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, or (iii) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10)days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000, unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such term periods and a stay of execution pending such appeal is obtained; (0 Seller shall breach any covenant, warranty or terms representation set forth herein or same shall be untrue when made; (g) any report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Seller, or by any other person on behalf of Seller, to FGI is not true and correct in any material respect; (h) Seller shall have a federal or state tax lien filed against any of its properties, or shall fail to pay any federal or state tax when due, or shall fail to file any federal or state tax form as and when due and which is not dismissed or paid within fifteen (!5) days; (i) any breach, default, event of default or termination by licensor of any license agreement with respect to Inventory or (j) a material adverse change shall have occurred in Seller’s financial conditions, business, operations or prospects. Upon the occurrence of an Event of Default, all obligations owing to FGI (including the Obligations) shall become immediately due and owing at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of FGI (provided upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall become immediately due and payable without further notice or demand) and FGI shall be applied in order as follows: entitled to the payment any form of equitable relief that may be appropriate without having to establish any indebtedness from the Lessee to the Lessor inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank, in the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, attorney's feesinjunctive or receivership remedies, advertising feesas a result of and Event of Default, Seller waives any requirement that FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGl, in its sole and brokerage feesexclusive discretion, desires to procure and post a bond, FGl may procure and file with the court a bond in an amount up to and not greater than SI0,000 notwithstanding any common or statutory law requirement to the payment contrary. Upon FGI’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any repairsright it may be entitled to, renovationincluding an award of attorney’s fees or costs, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. If: (a) the Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any other sum when due and fails to comply with any term, provision, condition, or covenant of this Agreementcure the breach within ten (10) days; (bii) the Lessee deserts or vacates the Premisesbreaches any of its insurance obligations under Section 9; (ciii) Lessee breaches any of its other obligations and fails to cure that breach within thirty (30) days after written notice from Lessor; (iv) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (v) Lessee or any guarantor or other obligor for the Lessee's obligations hereunder ("GUARANTOR") becomes insolvent or ceases to do business as a going concern; (vi) any Equipment is illegally used; (vii) if Lessee or any Guarantor is a natural person, any death or incompetency of Lessee or such Guarantor; (viii) a petition is filed by or against the Lessee or any Guarantor under any section bankruptcy or chapter insolvency laws and in the event of an involuntary petition, the petition is not dismissed within forty-five (45) days of the Federal Bankruptcy Actfiling date; (ix) Lessee defaults under any other material obligation for (A) borrowed money, as amended(B) the deferred purchase price of property, or (C) payments due under lease agreements and the same are not cured within the applicable cure periods; (x) there is any similar law dissolution, termination of existence, merger, consolidation or statute change in controlling ownership of the United States Lessee or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditorsGuarantor; or (fxi) there is a receiver is appointed for material adverse change in the Lessee's financial condition as determined solely by the Lessor; or (xii) Lessee cancels or any changes the terms of the assets of lockbox agreement with Wachovia Bank, N.A. or AmSouth Bank or moves the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or lockbox account without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part prior written consent, which consent will not be unreasonably withheld. The default declaration shall apply to terminate this Agreement all Schedules unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement specifically excepted by reason of any default, in addition to any other remedy it may haveLessor.

Default and Remedies. If: (a) the Lessee shall be in Default ("Default") if (1) Lessee fails to comply with pay any termRent Payment or any other amount due under this Lease within five (5) days after the same becomes due and payable; (2) Lessee fails to make any payments on any lease or indebtedness of Lessee to Lessor arising independently of this Lease, provision, conditionin each case within five (5) days after the same becomes due and payable; (3) Lessee fails to perform or observe any term or covenant contained in this Lease, or covenant of any other instrument or document executed in connection with this AgreementLease; (b4) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Guarantor becomes insolvent or makes (however defined), ceases business as a transfer in fraud of creditors; (e) the Lessee going concern, makes an assignment for the benefit of creditors, causes a petition of receivership or in bankruptcy to be filed or have the same filed against it (including a petition for reorganization or an arrangement), dies or is judicially declared incompetent; (5) Lessee or any Guarantor has made or furnished to Lessor any warranty, representation or statement which is proven to have been false in any material respect when made or furnished; (6) Lessee attempts to sell or encumber the Equipment, or suffers any levy, seizure or attachment to be made thereof or thereon; or (f7) a receiver Lessee commits or fails to commit any act which results in jeopardizing the rights of Lessor or causes Lessor to deem itself insecure as to its rights, (b) if Lessee is appointed for the Lessee in Default, Lessor, with or any of the assets of the without notice to Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option right to do exercise concurrently or separately, and without any one election of remedies to be deemed made, the following remedies (1) declares all Rent Payments due hereunder immediately due and payable; (2) terminate this Lease; (3) without incurring any liability to Lessee, enter upon Lessee's premises and without any court order or more other process of law remove the following: (i) enter the Premises either Equipment with or without process notice to Lessee; (4) sell or lease the Equipment at public auction or by private sale or lease; (5) bring an action for damages or pursue any other remedy available at law or equity, (c) whether or not Lessor exercises any of law its rights described in the paragraph 11, Lessor may recover from Lessee as liquidated damages, and not as a penalty, a sum equal to: (1) all unpaid Rent Payments including unpaid taxes (together with interest thereon) due up to the date of delivery of the Equipment to Lessor; plus (2) all expenses of any kind incurred by Lessor as a result of Lessee's Default, including costs of recovery, repair, storage, renting and sale, and attorneys' fees and costs; plus (3) all unpaid Rent Payments due and to expel, remove and put out become due after the Lessee or any other persons thereondate of surrender of the Equipment to Lessor, together with all personal propertythe estimated fair market value of the Equipment, both discounted to present value at the Discount Rate; minus (ii4) terminate this Agreement; the proceeds (iiiif any) rent said Premises received or to be received upon re-lease (discounted to present value at the Discount Rate) or actual sale of the Equipment or any part item thereof for such term or terms and at such terms and conditions as the determined by Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting which determination shall be applied in order as follows: conclusive. Lessee understands that there can be no assurance that Lessor will be able to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry lease or taking possession of said Premises shall be construed as an election on sell the Lessor's part to terminate this Agreement unless a written notice of Equipment or any item thereof in such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havecircumstances.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FGI; (b) (i) enter the Premises either with commencement of any action for the dissolution or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller’s debts under the federal bankruptcy code or any other persons thereonstate or federal law, together with now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that, notwithstanding the discretionary nature of the facility described herein, during such thirty (30) day period, FGI shall have no obligations to accept Seller’s offer to sell, assign, transfer, convey or deliver to FGI all personal of Seller’s right, title and interest in and to Seller’s Accounts or otherwise advance any funds hereunder, (ii) Seller makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, or (iii) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10) days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000, unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such term periods and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, warranty or representation set forth herein or same shall be untrue when made; (g) any report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Seller, or by any other person on behalf of Seller, to FGI is not true and correct in any material respect; (h) Seller shall have a federal or state tax lien filed against any of its properties, or shall fail to pay any federal or state tax when due (including extensions), or shall fail to file any federal or state tax form as and when due (including extensions); (i) if a Seller otherwise defaults under the terms and at of any such terms and conditions indebtedness if the effect of such default is to enable the holder of such indebtedness to accelerate the payment of Sellers’ obligations, which are the subject thereof, prior to the maturity date or prior to the regularly scheduled date of payment; or (j) a material adverse change shall have occurred in Seller’s financial conditions, business, operations or prospects (as the Lessor determined by FGI in its sole discretion may deem advisablecommercially reasonable discretion). Upon the occurrence of an Event of Default, with all obligations owing to FGI (including the right to repair, renovate, remodel, redecorate, alter, Obligations) shall become immediately due and change said Premises. At owing at the option of FGI (provided upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall become immediately due and payable without further notice or demand) and FGI shall be applied in order as follows: entitled to the payment any form of equitable relief that may be appropriate without having to establish any indebtedness from the Lessee to the Lessor inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank. In the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, attorney's feesinjunctive or receivership remedies, advertising feesas a result of an Event of Default, Seller waives any requirement that FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGI, in its sole and brokerage feesexclusive discretion, desires to procure and post a bond, FGI may procure and file with the court a bond in an amount up to and not greater than $10,000 notwithstanding any common or statutory law requirement to the payment contrary. Upon FGI’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any repairsright it may be entitled to, renovationincluding an award of attorney’s fees or costs, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havelaw.

Default and Remedies. If16. A. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease, including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for thirty (30) consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (fe) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (if) Upon ten [10] day’s prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such terms rent and upon such other term and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's ’s fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if and if, after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this Agreement, the Lessee Lease. Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate term this Agreement Lease unless a written notice of such intention is be given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveTenant.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord's rights, then Tenant agrees in each and any such case to pay to Landlord, Landlord's reasonable attorney's fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of  % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord's pursuit of any remedy arising hereunder upon Tenant's default.

Default and Remedies. If: If (ai) Lessee defaults in any payment required under this Lease or any Schedules or under any other lease or agreement between Lessor and Lessee, or (ii) Lessee breaches any of the Lessee representations or warranties contained herein or fails to comply with perform any termof the terms, provision, condition, covenants or covenant conditions of this Agreement; Lease or any Schedule or (biii) the Lessee deserts a petition in bankruptcy, arrangement, insolvency or vacates the Premises; (c) any petition reorganization is filed by or against the Lessee under or any section or chapter guarantor of the Federal Bankruptcy Act, as amendedLessee's obligations hereunder, or under any similar law or statute of the United States (iv) Lessee or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud guarantor of creditors; (e) the Lessee Lessee's obligations makes an assignment for the benefit of creditors; , or (fv) without Lessor's written consent, Lessee sells all or a receiver substantial part of Lessee's assets or a majority of Lessee's voting stock is appointed for transferred, or (vi) during the term of the Lease or any Schedule there is a material adverse change in the financial condition of Lessee or any guarantor of Lessee's obligation then Lessor may, to the assets of the Lesseeextent permitted by law, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do exercise any one or more of the followingfollowing remedies: (ia) enter to declare the Premises either entire balance of rent for the full term of any or all Schedules covered hereby immediately due and payable and to similarly accelerate the balance under any other leases or agreements between Lessor and Lessee without notice or demand, (b) to sue for and recover all rents, and other monies xxe and to become due under any or all Schedules hereunder and the residual value of the Equipment covered thereby discounted to the date of default at five (5%) percent per annum; (c) to require Lessee at Lessee's expense, to assemble all the Equipment at a place reasonably designated by Lessor, (d) to remove any physical obstructions for removal of the Equipment from the place where the Equipment is located and take possession of any or all items of Equipment, without demand or notice, 4 whatever same may by located, disconnecting and separating all such Equipment from any other property, with or without any court order or pre- taking hearing or other process of law law, it being understood that facility of repossession in the event of default is a basis for the financial accommodation reflected by this Lease. Lessee hereby waives any and all damages occasioned by such retaking. Lessor may, at its option, use, ship, store, repair or lease all Equipment so removed and sell or otherwise dispose of any such Equipment at a private or public sale. Lessor may expose and resell the Equipment at Lessee's premises at reasonable business hours without being required to expelremove the Equipment. In the event Lessor takes possession of the Equipment, remove Lessor shall give Lessee credit for any sums received by Lessor from the sale, or present value of the rental, of the Equipment computed at the implicit rate of the Schedule after deduction of the expenses of the sale or rental. Lessee shall also be liable for and put out the Lessee or any other persons thereon, together with shall pay to Lessor on demand (a) all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the expenses incurred by Lessor in its sole discretion may deem advisable, connection with the right enforcement of any of Lessor's remedies, including all expenses of repossession, storing, shipping, repairing and selling the Equipment, (b) Lessor's reasonable attorney's fees and (c) interest on all sums due Lessor from the date of default until paid at the rate of one and one-half (1.5%) percent per month, but only to repairthe extent permitted by law. Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired Lease term and owing to such difficulty agree that the provision of this paragraph represents an agreed measure of damages and are not to be deemed a forfeiture or penalty. Whenever any payment hereunder is not made by Lessee within ten (10) days when due, renovateLessee agrees to pay to Lessor, remodelnot later than one month thereafter, redecoratean amount calculated at the rate of ten cents per one dollar of each such delayed payment, alteras an administrative fee to offset Lessor's collection costs, and change said Premisesbut only to the extent allowed by law. At the option Such amount shall be payable in addition to all amounts payable by Lessee as a result of exercise of any of the Lessorremedies herein provided. All remedies of Lessor hereunder are cumulative, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy it may haveshall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or modify the terms of this Lease. A waiver of default by Lessor on any one occasion shall not be deemed a waiver of any other or subsequent default. In the event this Lease is determined to be a security agreement, Lessor's recovery shall in no event exceed the maximum permitted by law.

Default and Remedies. If21. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (I) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, materials, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord.

Default and Remedies. If: 6.1 With respect to each Lease, the Occurrence of any of the following events shall constitute a Default hereunder; (a) a failure by Lessee to pay when due any Rent or other charge required to be paid by Lessee hereunder, and the Lessee fails to comply with any term, provision, condition, or covenant continuance of this Agreementsuch failure for seven days after notice from Lessor; (b) a failure by Lessee to maintain insurance on the Lessee deserts or vacates the PremisesEquipment as required by section 4.2; (c) a failure by Lessee to perform or observe any petition other term or condition of a Lease, which failure is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereofnot cured within thirty days after notice from Lessor; (d) the breach by Lessee becomes insolvent of any term or makes condition of any software license for the Equipment or used in conjunction with the Equipment, provided that such breach has a transfer in fraud material adverse impact on the value or usefulness of creditorsthe Equipment; (e) the Lessee ceases doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, files a petition seeking relief for itself under the Federal Bankruptcy Code or any similar federal or state statute, law or regulation, or files an answer admitting the material allegation of such a petition, or consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the equipment or for Lessee or all or any substantial part of its assets or properties; or (f) a the filing of proceedings against Lessee under Federal Bankruptcy Code or any similar federal or state statute, law or regulation, which have not been dismissed within sixty days of filing, or the appointment without Lessee's consent or acquiescence of any trustee, receiver is appointed or liquidator for the Lessee or any substantial part of Lessee's assets or properties, which appointment has not been vacated within sixty days of appointment; (g) the sale, transfer or disposal by Lessee of all substantially all of its assets or property, or the merger or consolidation of the LesseeLessee with any other entity, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: unless (i) enter Lessee is the Premises either with surviving entity and has a net worth greater than or without process of law and equal to expel, remove and put out its net worth immediately prior to the Lessee merger or any other persons thereon, together with all personal propertyconsolidation; (ii) terminate this Agreementa majority of the surviving entity is retained by the entity holding a majority interest in Lessee; or (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: consents to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of sale, transfer or disposal, such reletting, including, but consent not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay unreasonably withheld or; (h) any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry representation or taking possession warranty of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveLease proves untrue.

Default and Remedies. If: (a) An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Lessee fails to comply with any term, provision, condition, or covenant of Purchased Accounts and the Collateral under this Agreement; (b) , upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter happening of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FG1; (b) (i) enter the Premises either with commencement of any action for the dissolution or without process liquidation of law and Seller, or the commencement of any proceeding to expelavoid any transaction entered into by Seller, remove and put out or the Lessee commencement of any case or proceeding for reorganization or liquidation of Seller’s debts under the federal bankruptcy code or any other persons thereonstate or federal law, together with all personal now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have thirty (30)days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that during such thirty (30) day period, (ii) Seller makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, or (iii) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property; (iic) terminate this AgreementSeller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (iiid) rent said Premises any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any part portion thereof and the same is not released within ten (10)days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000, unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such term periods and a stay of execution pending such appeal is obtained; (0 Seller shall breach any covenant, warranty or terms representation set forth herein or same shall be untrue when made; (g) any report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Seller, or by any other person on behalf of Seller, to FGI is not true and correct in any material respect; (h) Seller shall have a federal or state tax lien filed against any of its properties, or shall fail to pay any federal or state tax when due, or shall fail to file any federal or state tax form as and when due and which is not dismissed or paid within fifteen (!5) days; (i) any breach, default, event of default or termination by licensor of any license agreement with respect to Inventory or (j) a material adverse change shall have occurred in Seller’s financial conditions, business, operations or prospects. Upon the occurrence of an Event of Default, all obligations owing to FGI (including the Obligations) shall become immediately due and owing at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of FGI (provided upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts shall become immediately due and payable without further notice or demand) and FGI shall be applied in order as follows: entitled to the payment any form of equitable relief that may be appropriate without having to establish any indebtedness from the Lessee to the Lessor inadequate remedy at law or other grounds other than Rent due; to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. FGI shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank, in the payment of any costs and expenses of such relettingevent FGI deems it necessary to seek equitable relief, including, but not limited to, attorney's feesinjunctive or receivership remedies, advertising feesas a result of and Event of Default, Seller waives any requirement that 14 FGI post or otherwise obtain or procure any bond. Alternatively, in the event FGl, in its sole and brokerage feesexclusive discretion, desires to procure and post a bond, FGl may procure and file with the court a bond in an amount up to and not greater than SI0,000 notwithstanding any common or statutory law requirement to the payment contrary. Upon FGI’s posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any repairsright it may be entitled to, renovationincluding an award of attorney’s fees or costs, remodeling, redecorations, alterations, and changes in the Premises; event any equitable relief sought by and awarded to FGI is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontract rate, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to 18% per annum or such higher rate as may be paid allowed by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basislaw. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveSection 11.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default hereunder if (i) Lessee fails to pay Rent or any other payment required hereunder within five (5) days of the due date thereof, (ii) Lessee fails to observe, keep or perform any other term or condition of this Lease and such failure continues for twenty (20) days following receipt of written notice thereof from Lessor, (iii) any representation or warranty made by Lessee herein or in any document delivered to Lessor in connection herewith shall prove to be false or misleading, (iv) Lessee defaults under any other obligation to Lessor, or (v) at any time there shall occur under (A) any lease between Lessee and a party other than Lessor as lessor or (B) under any lease wholly or partially guaranteed by Lessee, the exercise by the lessor of its possessory remedies or commencement of legal proceedings by the lessor for default under the lease; provided that the aggregate future payments remaining to be made or guaranteed by Lessee exceed $25,000, and that under a lease described in (B) above within ten days of notice to Lessee of such exercise of remedies and demand for payment by Lessee any such amount guaranteed by Lessee remains unpaid. (b) If Lessee is in default, Lessor shall have the option right to do take any one or more of the followingfollowing actions: (i) enter proceed by appropriate court action or actions at law or in equity to enforce performance by Lessee of the Premises either term and conditions of this Lease and/or recover damages for the breach thereof; and/or (ii) by written notice to Lessee, which notice shall apply to all Schedules hereunder except as specifically excluded therefrom by Lessor, declare due and payable, and Lessee shall without further demand, forthwith pay to Lessor an amount equal to any unpaid Rent then due as of the date of such notice plus, as liquidated damages or loss of the bargain and not as a penalty, an amount equal to the Stipulated Loss Value as set forth in the Schedules, and Lessee shall return the Equipment to Lessor as provided in Section 13. Should Lessee fail to return the Equipment within five (5) days of receipt of such notice, Lessor may, personally, or by its agents, and with or without process notice of law legal process, enter upon the premises where the Equipment is located, without liability for trespass or other damages, and repossess the Equipment free from all claims by Lessee. Return or repossession of the Equipment shall not constitute a termination of this Lease unless Lessor so notifies Lessee in writing. With respect to expelEquipment returned to or repossessed by Lessor, remove if Lessor has not terminated this Lease, Lessor will, in such manner and put out upon such terms as Lessor may determine in its sole discretion, either sell such Equipment at one of more public or private sales or re-lease the Equipment. The proceeds of sale or re-lease shall be applied in the following order or priority: (i) to pay all Lessor's fees, costs and expenses for which Lessee or any other persons thereonis obligated pursuant to (c), together with all personal propertybelow; (ii) terminate this Agreementto the extent not previously paid by Lessee, to pay Lessor its liquidated damages hereunder and all other sums then remaining unpaid hereunder; and (iii) rent said Premises to reimburse Lessee for any sums previously paid by Lessee to Lessor as liquidated damages; and (iv) any surplus shall be retained by Lessor. In the event the proceeds of sale or any part thereof for such term or terms and at such terms and conditions as re-lease are less than the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option sum of the Lessoramounts payable under (i) and (ii), rents received by the Lessee shall pay Lessor from such reletting deficiency, forthwith. The Proceeds of a credit sale or re-lease shall be applied discounted to their present value at the prime rate in order as follows: to effect at the payment inception of any indebtedness from the Schedules plus four hundred (400) basis points (4%). (c) Lessee to the Lessor other than Rent due; to the payment of any shall be liable for all legal and collection fees, costs and expenses arising from Lessee's default and the exercise of Lessor's remedies hereunder, including costs of repossessions, storage, repairs, reconditioning and sale or re-leasing of the Equipment. (d) In the event that any court of competent jurisdiction determines that any provision of this Section 15 is invalid or unenforceable in whole or in part, such relettingdetermination shall not prohibit Lessor from establishing its damages sustained as a result of any breach of this Lease in any action or proceeding in which Lessor seeks to recover such damages. Any repossession of sale or re-lease of the Equipment shall not bar an action for damages for breach of this Lease, including, but not limited to, attorney's fees, advertising feesas hereinabove provided, and brokerage fees, and the bringing of an action or the entry of judgment against Lessee shall not bar Lessor's right to repossess the payment Equipment. No express or implied waiver by Lessor of any repairsdefault shall in any way be, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless be, a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason continuing waiver or a waiver of any future or subsequent default, in addition to any other remedy it may have.

Default and Remedies. If: (a) Lessee shall be in default of any Equipment Schedule upon (i) failure to pay any installment of Monthly Rent or other charge payable by Lessee under such Equipment Schedule as and when the same becomes due and payable and such default continues for a period of five (5) days after written notice; (ii) failure to perform any other term, covenant or condition of such Equipment Schedule or the inaccuracy in any material respect of any representation or warranty made by the Lessee fails in such Equipment Schedule or in any document or certificate furnished to comply with any termthe Lessor in connection therewith, provision, conditionwhich default or inaccuracy shall continue for a period of ten (10) days after written notice; (iii) failure to maintain insurance as required by this Lease; (iv) the making of an assignment by Lessee for the benefit a is creditors or the admission by Lessee in writing of its inability to pay its debts as they become due, or covenant the insolvency of this Agreement; (b) Lessee, or the filing by Lessee deserts of a voluntary petition in bankruptcy, or vacates the Premises; (c) adjudication of Lessee as a bankrupt, or the filing by Lessee of any petition is filed by or against the Lessee answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any section present or chapter future statute, law or regulation, or the filing of any answer by Lessee admitting, or the failure by Lessee to deny, the material allegations of a petition filed against it for any such relief, or the seeking or consenting by Lessee to, or acquiescence by Lessee in, the appointment of any trustee, receiver or liquidator of Lessee or of all or any substantial part of the properties of Lessee, or the inability of Lessee to pay its debts when due, or the commission by Lessee of any act of bankruptcy as defined in the Federal Bankruptcy Act, as amended; (v) failure by Lessee, within sixty (60) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any similar present or future statute, law or statute regulation, to obtain the dismissal of such proceeding or, within sixty (60) days after the appointment, without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of all or any substantial part of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud properties of creditors; (e) the Lessee makes an assignment for the benefit of creditorsLessee, to vacate such appointment; or (fvi) a receiver is appointed for the default by Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or under any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises Equipment Schedule or any part thereof for such term other agreement between Lessee and Lessor or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry assignee or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveSecured Party hereunder.

Default and Remedies. IfAny of the following shall be deemed an “Event of Default”: (ai) the Lessee fails any breach or failure of Customer to comply with observe or perform any term, provision, condition, or covenant of its obligations under this Agreement; (bii) the Lessee deserts dissolution, liquidation, or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter termination of the Federal Bankruptcy Actbusiness of Customer, insolvency or failure of Customer to pay its debts as amended, or under any similar law or statute they mature in the ordinary course of business; the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud making of creditors; (e) the Lessee makes an assignment for the benefit of creditorsthe creditors of Customer; or (f) the filing of a receiver is appointed for the Lessee voluntary petition in bankruptcy by Customer or any against Customer; or other actions of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreementa similar nature; (iii) rent said Premises the taking by any party of any Chassis, or any part thereof for such thereof, upon foreclosure, levy, execution, attachment or other process of law or equity enforced against Customer; or (iv) if, in Milestone’s reasonable opinion, Milestone deems Customer financially insecure or Customer has neglected, abused or misused any Chassis in any way; or Customer is in breach of any representation or warranty or of any other agreement with Milestone or its affiliates. Waiver of any default shall not be a waiver of any other or subsequent default or other condition or term or terms and of this Agreement. Upon the occurrence of an Event of Default, Milestone may, at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alterdiscretion, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy or right it has hereunder or by law: (a) immediately terminate this Agreement by providing notice to Customer; (b) require Customer to make available or deliver any Chassis to the place it was Out-Gated or such location as Milestone may havedesignate; (c) enter upon any premises where any Chassis is located, and without notice or demand, remove such Chassis, whether with or without process of law; and/or (d) render all or any part of the Chassis unusable. Upon the occurrence of an Event of Default, Customer shall immediately pay to Milestone without further demand all unpaid Usage Charges and other sums due under this Agreement. Usage Charges shall continue to accrue on Chassis until such time as those Chassis have been returned to and accepted by Milestone. Customer shall also pay Milestone’s actual costs and expenses incurred in connection with taking possession of any Chassis and all damages incurred and/or the collection of Usage Charges, enforcement, assertion, defense or preservation of Milestone’s rights and remedies under this Agreement. In addition to all collection costs, including reasonable attorney fees, late payment penalties, as provided for in Section 3 (Usage Charges), shall apply. Milestone shall have the right to offset any amounts due from Customer against other funds or property of Customer held by Milestone. The foregoing remedies are cumulative, and any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute. No action taken, or not taken, and no right or remedy waived by Lessor under this Section 12 with respect to an Event of Default by Customer under this Agreement shall diminish or impair in any way any other rights or remedies that M i l e s t o n e may have under this Agreement or applicable law or M i l e s t o n e ’ s right to assert the same right or remedy on a subsequent occasion that had previously been waived by Milestone on a prior occasion.

Default and Remedies. IfSection 13.1 The occurrence of any one or more of the following events shall constitute an Event of Default (herein so called) of Tenant under this Lease: (a) the Lessee if Tenant fails to comply with pay any term, provision, condition, or covenant Rent hereunder as and when such Rent becomes due and such failure shall continue for more than five (5) days after Landlord gives Tenant notice of this Agreementpast due Rent; (b) if Tenant fails to pay Rent on time more than twice in any period of twelve (12) months, notwithstanding that such payments have been made within the Lessee deserts or vacates the Premisesapplicable cure period; (c) if the Premises become vacant, deserted, or abandoned for more than ten (10) consecutive Business Days or if Tenant fails to take possession of the Premises on the Commencement Date or promptly thereafter; (d) if Tenant permits to be done anything which creates a lien upon the Premises and fails to discharge or bond such lien or post such security with Landlord as is required by Article 11; (e) if Tenant violates the provisions of Article 8 by attempting to make an unpermitted assignment or sublease; (f) if Tenant fails to maintain in force all policies of insurance required by this Lease and such failure shall continue for more than ten (10) Business Days after Landlord gives Tenant notice of such failure; (g) if any petition is filed by or against the Lessee Tenant or any guarantor of this Lease under any present or future section or chapter of the Federal Bankruptcy Act, as amendedCode, or under any similar law or statute of the United States or any state thereofthereof (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as the case may be, within sixty (60) days of commencement), or if any order for relief shall be entered against Tenant or any guarantor of this Lease in any such proceedings; (dh) the Lessee if Tenant or any guarantor of this Lease becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee creditors or makes an assignment for the benefit of creditors; (i) if a receiver, custodian, or (f) a receiver trustee is appointed for the Lessee Premises or any for all or substantially all of the assets of Tenant or of any guarantor of this Lease, which appointment is not vacated within sixty (60) days following the Lessee, then in any date of such events, the Lessee shall be in default and the Lessor shall have the option appointment; or (j) if Tenant fails to do any one perform or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or observe any other persons thereon, together with all personal property; (ii) terminate terms of this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor Lease and such deficiency failure shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written continue for more than thirty (30) days after Landlord gives Tenant notice of such intention is given failure, or, if such failure cannot be corrected within such thirty (30) day period, if Tenant does not commence to correct such default within said thirty (30) day period and thereafter diligently prosecute the correction of same to completion within a reasonable time and in any event prior to the Lessee. Notwithstanding any time a failure to complete such reletting without termination, the Lessor may at any time terminate this Agreement by reason correction could cause Landlord to be subject to prosecution for violation of any defaultlaw, in addition rule, ordinance or regulation or causes, or could cause, a default under any mortgage, underlying lease, tenant leases or other agreements applicable to any other remedy it may havethe Premises.

Default and Remedies. If: (a) Each of the following is an “Event of Default” hereunder and under any and all Leases then in effect: (1) Lessee fails to pay within five days of the day when due any installment of rent or within 5 business days of written notice from Lessor any other sum owing by Lessee under any Lease; (2) Lessee fails to maintain insurance in respect of any Unit as required herein, or sells, leases, subleases, assigns, conveys, encumbers or suffers to exist any lien or charge (other than Permitted Liens) against, any Unit without Lessor’s prior consent, or any Unit is subjected to levy, seizure or attachment; (3) Lessee fails to perform and comply with any term, provision, conditionother covenant or obligation under any Lease, or covenant any progress payment, assignment, security or other agreement related to any Lease or Unit (together, “Related Agreements”) and, if curable, such failure continues for 30 days after written notice thereof by Lessor to Lessee, (4) any representation, warranty or other written statement made to Lessor in connection with this Agreement, any Lease, Related Agreement, or any guaranty, by Lessee or any person providing such guaranty (“Guarantor”), including financial statements, proves to have been incorrect in any material respect when made and remains material, provided, if curable, is not cured within 30 days of written notice thereof from Lessor to Lessee; (5) Lessee, without the prior written consent of Lessor, (x) enters into any merger or consolidation with, or sells or transfers all, substantially all or any substantial portion of its assets to, or enters into any partnership or joint venture other than in the ordinary course of business with, any entity, (y) dissolves, liquidates or ceases or suspends the conduct of business, or ceases to maintain its existence, or (z) enters into or suffers any transaction or series of transactions as a result of which Lessee is directly or indirectly controlled by persons or entities not affiliates of Lessee as of the date of this Agreement, except that, notwithstanding the foregoing, Lessee shall be permitted, without the consent of Lessor, to merge, consolidate, undergo a change of ownership, or transfer all, substantially all, or any substantial portion of its assets to any entity, provided the successor (or, in the case of asset transfer, transferee) entity (“Successor”): (A) has an unsecured debt rating of “BBB” or better as determined by Standard & Poor, or “Baa” or better as determined by Xxxxx’x, (B) is an affiliate of Lessee as of the date of this Agreement, or (C) is an entity having: (X) a “Net Worth” (as defined hereinbelow) of not less than $175,000,000.00, and (Y) a “Cash Flow Leverage Ratio” (as defined hereinbelow) of not more than 3.5 to 1.0, in each case, so long as the Successor expressly agrees to assume all obligations of Lessee hereunder and Guarantor (or any successor thereto) executes and delivers such documents or agreements as Lessor may reasonably request to guaranty (or affirm its guaranty of) the obligations of Lessee or the Successor hereunder; provided, however, Guarantor shall not be permitted to transfer all, substantially all or any substantial portion of its assets unless either: (i) if fifty percent (50%) or less of Guarantor’s assets are transferred, Guarantor remains obligated under its guaranty and meets the qualifications set forth in either (A) or (C) hereinabove, or (ii) if more than fifty percent (50%) of Guarantor’s assets are transferred, the transferee thereof assumes the obligations of Guarantor under the guaranty and meets the qualifications set forth in (A) or (C) hereinabove; (b6) the Lessee deserts or vacates the Premises; (c) undertakes any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditorscreditors or commences any voluntary case or proceeding for relief under the Bankruptcy Code, or any other law for the relief of debtors, or takes any action to authorize or implement any of the foregoing; (7) the filing of any petition or application against Lessee under any law for the relief of debtors, including proceedings under the Bankruptcy Code, or for the subjection of property of Lessee to the control of any court, receiver or agency for the benefit of creditors if such petition or application is consented to by Lessee or not dismissed within 60 days from the date of filing; (8) any payment default or other event of default occurs under any other bilateral or multi-lateral lease, or credit, or other agreement or instrument to which Lessee and Lessor or any affiliate of Lessor are now or hereafter party; (9) any payment default or other event of default occurs under any other lease, or credit, or other agreement or instrument or any combination thereof to which Lessee is now or hereafter party and under which there is outstanding (on a present value basis for all future rent, in the case of leases), owing or committed an aggregate amount greater than $5,000,000.00; (10) the repudiation of or breach or default under any guaranty relating to any Lease; or (f11) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment occurrence of any indebtedness from the Lessee event described in clauses (5), (6), (7), (8) or (9) of this Section with reference to the Lessor other than Rent due; “any Guarantor” in lieu of “Lessee” (except as such application to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there Guarantor is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveexpressly modified hereinabove).

Default and Remedies. If: (a) Any of the following shall constitute a default by Lessee fails under the Lease (herein "Default"): (i) failure by Lessee to pay any amounts under the Lease when due and such remains unremedied for a period of ten (10) days from the due date; or (ii) failure by Lessee to comply with any termprovisions or perform any of its obligations arising under the Lease or under any other documents or agreements relating to the Lease, provision, conditionand such remains unremedied by Lessee for a period of twenty (20) days; or (iii) any representations or warranties made or given by Lessee in connection with the Lease or the Agreement, or covenant any other document or agreement relating to the Lease or the Agreement, were false or misleading in a material way when made; or (iv) subjection of this Agreementthe Equipment to levy or execution or other judicial process which is not or cannot be removed within thirty (30) days from the subjection thereof; or the imposition of any unauthorized lien on or transfer of the Equipment by or through Lessee; or (bv) the Lessee deserts commencement of any insolvency, bankruptcy or vacates the Premises; (c) any petition is filed similar proceedings by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; guarantor of any of Lessee's obligations under the Lease (d) the herein "Guarantor"), including any assignment by Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment any Guarantor for the benefit of creditorscreditors and in the case of any such involuntary proceedings, such is not dismissed within thirty (30) days of institutions; or the inability of Lessee to generally pay its debts as they become due; or (fvi) a receiver is appointed for any act of Lessee which imperils the value of the Equipment or the prospect of full performance of Lessee's obligations under the Lease, including but not limited to the liquidation or dissolution of Lessee or the commencement of any acts relative thereto, or without the prior written consent of Lessor, any sale or other disposition of all or substantially all of the assets of the Lessee, then or any merger or consolidation of Lessee unless Lessee is the surviving entity, or the cessation of business by Lessee; or (vii) a default by Lessee under any other agreement or note with Lessor, or with any assignee of the Lease; or (viii) the death or dissolution of Lessee or of any Guarantor, the withdrawal of any partner of Lessee if Lessee is a partnership, or the inability of Lessee or of any Guarantor of the Lease to perform any of the obligations contained in the Lease or in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveapplicable guaranty.

Default and Remedies. Section 20.1 If: , during the term of this Lease, (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes Tenant shall make an assignment for the benefit of creditors; , or (b) a voluntary petition be filed by Tenant under any law having for its purpose the adjudication of Tenant as a bankrupt or the extension of the time of payment, composition, adjustment, modification, settlement or satisfaction of the liabilities of Tenant, or the reorganization (other than a reorganization not involving the liabilities of Tenant) or the liquidation of Tenant, or (c) an involuntary petition be filed against Tenant under any law having for it purpose the adjudication of Tenant as a bankrupt or the extension of the time of payment, composition, adjustment, modification, settlement or satisfaction of the liabilities of Tenant, or the reorganization (other than a reorganization not involving the liabilities of Tenant) or liquidation of Tenant and such petition is not dismissed within sixty (60) days or (d) a permanent receiver be appointed for any of the property of Tenant by reason of the insolvency of Tenant, or (e) a temporary receiver be appointed for any of the property of Tenant by reason of the insolvency of Tenant and such temporary receiver is not discharged or removed within sixty (60) days, or (f) a receiver is appointed for the Lessee any governmental authority or any officer thereof, duly authorized (other than as provided in (d) and (e) above), shall take possession of the assets business or property of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement Tenant by reason of the insolvency of Tenant, or (g) Tenant is adjudicated a bankrupt, the occurrence of any defaultsuch contingency shall be deemed a breach of this Lease and the Landlord, at its option, in addition to any other remedy rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the Demised Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without Landlord, or its representatives, being deemed guilty of trespass or becoming liable for any loss or damages which may be occasioned thereby.

Default and Remedies. If: (a) In the Lessee event the business being conducted in the Leased Premises shall at any time be subsequently terminated, or if Tenant fails to comply operate in accordance with any term, provision, conditionthe provisions of Paragraph 5 hereof, or covenant in the event Tenant shall be in default in the payment of this Agreement; any installment of rent herein reserved more than ten (b10) days after the Lessee deserts due date of such installment, or vacates in the Premises; (c) event Tenant shall be in default in the performance of any petition is filed by or against the Lessee under any section or chapter other of the Federal Bankruptcy Actterms, as amendedcovenants, conditions or provisions herein contained binding upon Tenant after Landlord has given Tenant five(5) days prior written notice of such non-performance, or under any similar law or statute of in the United States or any state thereof; (d) the Lessee becomes event Tenant shall become insolvent or makes shall make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of its creditors; , or (f) in the event a receiver is shall be appointed for Tenant or a substantial part of its property and such receiver is not removed with five (5) days after appointment, or if any Hazardous Material is released in, on or about the Lessee or any of the assets of the LesseeLeased Premises, then in any of such events, the Lessee shall be in default and the Lessor Landlord shall have the option right (in addition to do any one or more all other rights and remedies provided by law) to terminate this Lease, to re-enter and take possession of the following: (i) enter the Premises either with Leased Premises, peaceable or by force, to remove any property therein, without process of law liability for damage to, and without obligation to store, such property, and to expelclean up any released Hazardous Material, remove and put out the Lessee cost of which shall constitute additional rent hereunder. In the event of any termination, Landlord may (but shall be under no obligation to) relet the Leased Premises, or any other persons thereonpart thereof, together with from time to time, in the name of Landlord or Tenant, without further notice, for such terms, on such conditions and for such uses and purposes as Landlord, in its sole discretion, may determine, and Landlord may collect and receive all personal property; (ii) terminate this Agreement; (iii) rents derived therefrom and apply the same, after deduction of all appropriate expenses, to the payment of the rent said payable hereunder, Tenant remaining liable for any deficiency. Landlord shall not be responsible or liable for any failure to so relet the Leased Premises or any part thereof thereof, or for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right any failure to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of collect any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveconnected therewith.

Default and Remedies. If: (a) Each of the following is an “Event of Default” hereunder and under any and all Leases then in effect: (1) Lessee fails to pay when due any installment of rent or other sum owing by Lessee under any Lease; (2) Lessee fails to maintain insurance in respect of any Unit as required herein, or sells, leases, subleases, assigns, conveys, encumbers, or suffers to exist any lien or charge against, any Unit without Lessor’s prior consent, or any Unit is subjected to levy, seizure or attachment; (3) Lessee fails to comply with the provisions of Section 10(c), and such failure is not cured within two (2) business days following receipt by Lessee of written notice thereof from the Lessor; (4) Lessee fails to comply with the provisions of Section 10(d); (5) Lessee fails to perform and comply with any term, provision, conditionother covenant or obligation under any Lease, or covenant any progress payment, assignment, security or other agreement related to any Lease or Unit (together, “Related Agreements”) and, if curable, such failure continues for 30 days after written notice thereof by Lessor to Lessee; (6) any representation, warranty or other written statement made to Lessor in connection with this Agreement, any Lease, Related Agreement, or any guaranty, by Lessee or any person providing such guaranty (“Guarantor”), including financial statements, proves to have been incorrect in any material respect when made; (7) Lessee (x) enters into any merger or consolidation with, or sells or transfers all, substantially all or any substantial portion of its assets to, or enters into any partnership or joint venture other than in the ordinary course of business with, any entity, without the prior written consent of Lessor, which consent may be withheld for any valid credit or business consideration Lessor reasonably deems important, (y) dissolves, liquidates or ceases or suspends the conduct of business, or ceases to maintain its existence, or (z) enters into or suffers any transaction or series of transactions as a result of which Lessee is directly or indirectly controlled by persons or entities not affiliates of Lessee as of the date of this Agreement, without the prior written consent of Lessor, which consent may be withheld for any valid credit or business consideration Lessor reasonably deems important; (b) the 8) Lessee deserts or vacates the Premises; (c) undertakes any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditorscreditors or commences any voluntary case or proceeding for relief under the Bankruptcy Code, or any other law for the relief of debtors, or takes any action to authorize or implement any of the foregoing; (9) the filing of any petition or application against Lessee under any law for the relief of debtors, including proceedings under the Bankruptcy Code, or for the subjection of property of Lessee to the control of any court, receiver or agency for the benefit of creditors if such petition or application is consented to by Lessee or not dismissed within 60 days from the date of filing; (10) any payment default or other event of default occurs under any other bilateral or multi-lateral lease, or credit, or other agreement or instrument to which Lessee and Lessor or any affiliate of Lessor are now or hereafter party; (11) the repudiation of or breach or default under any guaranty relating to any Lease; or (f12) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment occurrence of any indebtedness from the Lessee event described in clauses (7), (8), (9), or (10) of this Section with reference to the Lessor other than Rent due; to the payment “any Guarantor” in lieu of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the “Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have”.

Default and Remedies. IfThe occurrence of any of the following events shall be events of default hereunder: (a) the Lessee fails Seller shall fail to comply with pay any indebtedness to WFBC when due or repurchase any Account when required hereunder; Seller shall breach any term, provision, conditionpromise, warranty, representation or covenant of under this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law other agreements, contracts, between Seller and WFBC or statute obligation to WFBC; the appointment of any receiver or trustee of all or a substantial portion of the United States or any state thereofassets of Seller; (d) the Lessee becomes Seller shall become insolvent or makes unable to pay debts as they mature, shall make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditorscreditors or shall voluntarily file a petition under the United States Bankruptcy Code or any similar law; any involuntary petition in bankruptcy shall be filed against Seller and is not dismissed within 60 days or (f) a receiver an order for relief is appointed entered against Seller under the United States Bankruptcy Code; any levies, attachment, executions, tax assessments or similar process shall be issued against the Collateral; any financial statements, profit and loss statements, or schedules, other statements or documents furnished by Seller to WFBC are false or incorrect in any material respect; any documents submitted by Seller to WFBC for the Lessee or any purchase of the assets of the Lesseean Account are mistaken, then fraudulent, incorrect and/or erroneous in any material respect, or if the Seller fails to submit any document required by WFBC under this Agreement for the purchase of such eventsthat Account or if any guarantor withdraws a guaranty of this agreement. Upon the occurrence of an event of default, the Lessee shall be in default WFBC may declare immediately due and the Lessor shall have the option payable, and to do any one or more charge back, all indebtedness of the following: Customer to WFBCI, including without limitation (i) enter the Premises either with or without process of law outstanding purchased Accounts and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisableall other fees, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, as required hereunder and brokerage fees, and exercise any or all rights available to a secured creditor with respect to the payment Seller and the Collateral (as defined below) under the Uniform Commercial Code (the "UCC"). After the occurrence of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment an event of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition interest shall accrue on any unpaid balance due to any other remedy it may haveWFBC at the default rate of 18%.

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisApproved 9/97 by KAR Legal Counsel; Reviewed by KAR Legal Counsel 06/07 Landlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Xxxxxx agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Xxxxxxxx has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. IfIf you or any guarantor: (a) the Lessee fails fail to fully and timely comply with any term, provision, condition, or covenant provision of this AgreementContract or any other agreement with SEI; (b) the Lessee deserts provide any incorrect or vacates the Premisesmisleading information to SEI; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes become insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an suffer or acquiesce to any assignment for the benefit of creditors; or (fd) a receiver is appointed for the Lessee die or cease conducting business, or if any Item(s) shall be lost, damaged or destroyed, you will be in default, whereupon, SEI may without notice or liability to you or any of guarantor, to the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the followingmaximum extent permitted under applicable law: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or cancel this Contract and/or any other persons thereonagreement between you and SEI (including without limitation, together with all personal propertyany Purchase Option); (ii) terminate this Agreementyour rental; (iii) rent said Premises seek relief from any automatic stay; (iv) recover, lock or disable any part thereof one or more Item(s) without being guilty of trespass, breaking and entering, interference with your rights with respect to such Item(s) (including any right(s) of peaceful and quiet use and possession thereof), or other transgression (for such term or terms which you agree to indemnify, defend and at such terms hold harmless SEI); (v) perform your obligations hereunder on your behalf, without being obligated to do so; (vi) purchase replacement Item(s) as necessary; (vii) recover from you and/or any guarantor (as joint and conditions as the Lessor in its sole discretion may deem advisableseveral obligors) SEI’s associated direct and indirect damages, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses (including without limitation, Rent for the remainder of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this AgreementTerm, the Lessee shall pay full new replacement cost of the subject Item(s), the cost of repair/replacement parts and labor, packing, shipping, assembly, drayage, customs, taxes, insurance and attorneys’ fees); (viii) commence seizure and/or foreclosure proceedings with respect to any such deficiency to the Lessor lien or security interest in favor of SEI; (ix) appear in court and such deficiency confess judgment on your behalf; and/or (x) pursue any other rights and/or remedies available hereunder, at law or in equity (all of which shall be calculated and collected by the Lessor on a monthly basisdeemed cumulative). No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without terminationXXXXXX IRREVOCABLY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST LESSEE UPON ANY DEFAULT OR BREACH BY LESSEE OF ANY OBLIGATION UNDER THIS LEASE OR ANY OTHER AGREEMENT WITH SEI, the Lessor may at any time terminate this Agreement by reason of any defaultOR WITH RESPECT TO ANY OTHER INDEBTEDNESS DUE FROM LESSEE TO SEI FOR ALL UNPAID RENT AND OTHER AMOUNTS DUE HEREUNDER OR THEREUNDER, in addition to any other remedy it may have.TOGETHER WITH INTEREST ON ALL UNPAID AND OVER DUE AMOUNTS AT THE LESSER OF: (A) 1.5% PER MONTH, OR

Default and Remedies. If: (a) This Sublease is upon the Lessee fails to comply with any term, provision, condition, that if the Sublessee shall neglect or covenant fail to perform or observe any of this Agreement; (b) the Lessee deserts Sublessee's covenants contained herein, or vacates if the Premises; (c) any estate hereby created shall be taken on execution, or by other process of law, or to the extent permitted by law, if a petition is shall be filed by or against the Lessee Sublessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States Bankruptcy Code or acts amendatory thereof or supplemental thereto, or if any state thereof; (d) assignment shall be made of the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment Sublessee's property for the benefit of creditors; , or (f) if a receiver is receiver, or other similar officer shall be appointed for to take charge of all or any part of the Lessee Sublessee's property by a court of competent jurisdiction, or if Sublessee vacates, deserts or abandons the Premises or discontinues the conduct of its business therein, then, and in any of the assets said cases (notwithstanding any license of any former breach of covenant or waiver of the Lessee, then benefit thereof or consent in any of such eventsa former instance), the Lessee shall be in default Sublessor lawfully may, without demand or notice, enter into and upon the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as in the Lessor in its sole discretion may deem advisable, with name of the right to repair, renovate, remodel, redecorate, alterwhole, and change said Premises. At repossess the option same as of the LessorSublessor's former estate and expel the Sublessee and those claiming through or under the Sublessee and remove their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, rents received by and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon entry as aforesaid, this Sublease shall terminate; and the Lessor from Sublessee covenants that, in case of such reletting shall termination or of termination under the provisions of law for the Sublessee's default, the Sublessee will, at the election of the Sublessor, which election may be applied in order as followsmade or changed at any time: (a) pay to the payment of any indebtedness from the Lessee Sublessor sums equal to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest other payments to be paid by the Lessee under Sublessee at the same times and in the same installments as specified in this AgreementSublease during the remainder of the term, less the Lessee shall net amount received by the Sublessor from reletting the Premises, after deducting all costs and expenses incurred in connection with such reletting; or, (b) pay any such deficiency to the Lessor Sublessor, as damages, such a sum as at the time of such termination or at the time to which installments under (a) above shall have been paid represents the excess of the rent and such deficiency shall other payments to be calculated and collected paid hereunder by the Lessor on a monthly basis. No such re-entry or taking possession Sublessee above the rental value of the Premises for the remainder of said Premises shall term; or, (c) indemnify the Sublessor against loss of the rent and other payments to be construed as an election on paid hereunder by the Lessor's part to terminate this Agreement unless a written notice Sublessee from the time of such intention is given termination or from the time to which installments under (a) above shall have been paid to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason expiration of any default, in addition to any other remedy it may havesaid term.

Default and Remedies. IfSubsection (a)(iii) is hereby amended and replaced with the following: "Debtor breaches any of its insurance obligations under Section 4 and such breach could result in a reduction or termination of coverage in any material respect;" Subsection (aa)(iv) is hereby amended and replaced with the Lessee fails to comply with following: "Debtor breaches any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee its other material obligations under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of Debt Documents and fails to cure that breach within thirty (30) days after written notice from Secured Party;" Subsection (a)(v) is hereby amended and replaced with the Lesseefollowing: "Any warranty, then representation or statement made by Debtor in any of such events, the Lessee Debt Documents or otherwise in connection with any of the Indebtedness shall be false or misleading in default and any material respect at the Lessor shall have the option to do any one or more of the followingtime made;" CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS The undersigned hereby certifies: (i) enter that he/she is the Premises either with or without process Asst. Secretary of law and to expelBeyond Genomics, remove and put out the Lessee or any other persons thereonInc., together with all personal propertya Delaware corporation; (ii) terminate this Agreementthat the following is a true, accurate and complete transcript of resolutions duly adopted at a meeting of the Board of Directors of said Corporation duly held on the 1st day of August, 2001, at which a quorum was present, and that the proceedings were in accordance with the Articles and by-laws of said Corporation; and, (iii) rent that said Premises resolutions have not been amended or revoked, and are in full force and effect: "RESOLVED, that each of the officers of this Corporation, whose name appears below, or the duly elected or appointed successor in office of any or all of them, be and hereby is authorized and empowered in the name and on behalf of this Corporation to borrow from General Electric Capital Corporation or its successors and assigns (hereinafter referred to as "Secured Party") from time to time, such sum or sums of money as in the judgment of such officer or officers the Corporation may require and to execute on behalf of the Corporation and to deliver to Secured Party in the form required by Secured Party a promissory note or notes of this Corporation evidencing the amount or amounts borrowed or any part thereof for renewals and/or extensions thereof, such term note or terms notes to bear such rate of interest and at be payable in such installments and on such terms and conditions as the Lessor in its sole discretion such officer may deem advisableagree to by his signature thereon. FURTHER RESOLVED, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option that any of the Lessoraforesaid officers, rents received by the Lessor from such reletting shall or his duly elected or appointed successor in office, be applied in order as follows: and hereby is authorized and empowered to the payment of do any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such relettingacts, including, but not limited to, attorney's feesthe mortgage, advertising feespledge, or hypothecation from time to time with Secured Party of any or all the assets of this Corporation to secure such loan or loans and brokerage feesany other indebtedness or obligations, now existing or hereafter arising, of this Corporation to Secured Party, and to execute in the payment name of and on behalf of this Corporation, any repairschattel mortgages, renovationnotes, remodelingsecurity agreements, redecorationsfinancing statements, alterationsrenewal, extension or consolidation agreements, and changes any other instruments or agreements deemed necessary or proper by Secured Party in respect of the collateral securing any indebtedness of this Corporation, and to affix the seal of this Corporation to any mortgage, pledge, or other such instrument if so required or requested by Secured Party. FURTHER RESOLVED, that each said officer of this Corporation is hereby authorized to do and perform all other acts and deeds that may be requisite or necessary to carry fully into effect the foregoing resolutions. FURTHER RESOLVED, that the officers referred to in the Premises; foregoing resolutions, their names and signatures are as follows: NAME TITLE SIGNATURE N. Xxxxxxx Xxxx President /s/ N. XXXXXXX XXXX FURTHER RESOLVED, that Secured Party is authorized to rely upon the payment aforesaid resolutions until receipt by it of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given any changes, which changes of whatever nature shall not be effective as to Secured Party to the Lessee. Notwithstanding any such reletting without termination, extent that it has theretofore relied upon the Lessor may at any time terminate this Agreement by reason of any default, aforesaid resolutions in addition to any other remedy it may havethe above form."

Default and Remedies. If: Lessee shall be in default of any Lease if (ai) the Lessee fails to comply with pay Rent within ten (10) days of due date; (ii) Lessee fails to perform or observe or breaches any termcovenant or condition of any representation or warranty in such Lease, provisionand such failure or breach continues unremitted for a period of ten (10) days after written notice from Lessor; (iii) Lessee, conditionexcept as expressly permitted in the Lease, attempts to move, sell, transfer, encumber, or covenant sublet without consent any item of this AgreementProduct leased under such Lease; (biv) the Lessee deserts files or vacates the Premises; (c) any has filed against it a petition is filed by in bankruptcy or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; creditors or consents to the appointment of a trustee or receiver or either shall be appointed for Lessee or for a substantial part of its property without its consent, or (fv) a receiver is appointed for the Lessee or any guarantor of the assets of the Lessee, then in any of such events, the Lessee is declared legally deceased or if Lessee shall be in default and the terminate its existence by merger, consolidation, sale of substantially all of its assets or otherwise. Upon default, Lessor shall have the option to do any may, at its option, take one or more of the following: following actions; (i) enter the Premises either with or without process of law declare all sums due and to expelbecome due under the Schedule immediately due payable, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; require Lessee to return immediately all Product leased under such Schedule to Lessor in accordance with Section 6 hereof, (iii) rent said Premises without breach of the peasx xxxe immediate possession of and remove the Product; (iv) sell any or all of the Product at public or private sale or otherwise dispose of, hold, use or lease to others, or; (v) exercise any part thereof for such term right or terms and at such terms and conditions as the remedy which may be available to Lessor in its sole discretion may deem advisableunder applicable law, with including the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At recover damages for the option breach of the LessorSchedule. In addition, rents received by the Lessor from such reletting Lessee shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, liable for reasonable attorney's fees, advertising fees, other costs and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of expenses resulting from any default, or the exercise of Lessor's remedies, including placing such Product in the condition required by Section 6 hereof. Each remedy shall be cumulative and in addition to any other remedy it may haveotherwise available to Lessor at law or in equity. No express or implied waiver of any default shall constitute a waiver of any of Lessor's other rights.

Default and Remedies. If: (a) Lessee shall be in default under this Agreement and each Lease if any of the foregoing occur: (i) Lessee fails to comply with pay Rent or any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee other payment due and owing under any section or chapter Lease, including an tax indemnity set forth in Section 18, within five (5) days of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state due date thereof; (dii) any representation or warranty made by Lessee herein or in any document delivered to Lessor in connection herewith shall prove to be false or misleading and the Lessee becomes insolvent false or makes a transfer in fraud misleading nature of creditorssuch representation or warranty is not corrected within thirty (30) days following receipt of written notice thereof from Lessor; (eiii) a breach of the covenant set forth in Section 18(b) or Section 26(c) shall have occurred; (iv) a Lease fails to be considered a “true lease” for federal income tax purposes as a result of any act, omission, breach of warranty or covenant or misrepresentation by Lessee; (v) Lessee makes an assignment dissolves, or assigns its assets for the benefit of creditors, or enters any bankruptcy or reorganization proceeding; (vi) (A) any Assigned Agreement (as defined in the Lessee Security Agreement) has been terminated without the prior written approval of Lessor or (fB) any default has occurred and is continuing under any provision of an Assigned Agreement and any cure period provided thereunder has terminated without such default having been cured; (vii) Lessee fails to observe, keep or perform any other term or condition of this Agreement or any other Lease Document and such failure continues for thirty (30) days following receipt of written notice from Lessor; (viii) Lessee undergoes a receiver is appointed for change in ownership or control of any type without the prior written approval of Lessor; (ix) Lessor fails to have a valid and perfected security interest in and security title to the Collateral (as defined in the Lessee Security Agreement), free and clear of any Liens other than Permitted Liens and/or (x) any “Event of Default” has occurred and is continuing under any lease that currently or may hereinafter exist between Lessor and any affiliate of the assets Lessee (each of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expelthrough (x), remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have“Default”).

Default and Remedies. IfAny of the following shall be deemed an “Event of Default”: (ai) the Lessee fails any breach or failure of Customer to comply with observe or perform any term, provision, condition, or covenant of its obligations under this Agreement; (bii) the Lessee deserts dissolution, liquidation, or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter termination of the Federal Bankruptcy Actbusiness of Customer, insolvency or failure of Customer to pay its debts as amended, or under any similar law or statute they mature in the ordinary course of business; the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud making of creditors; (e) the Lessee makes an assignment for the benefit of creditorsthe creditors of Customer; or (f) the filing of a receiver is appointed for the Lessee voluntary petition in bankruptcy by Customer or any against Customer; or other actions of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreementa similar nature; (iii) rent said Premises the taking by any party of any Chassis, or any part thereof for such thereof, upon foreclosure, levy, execution, attachment or other process of law or equity enforced against Customer; or (iv) if, in Milestone’s reasonable opinion, Milestone deems Customer financially insecure or Customer has neglected, abused or misused any Chassis in any way; or Customer is in breach of any representation or warranty or of any other agreement with Milestone or its affiliates. Waiver of any default shall not be a waiver of any other or subsequent default or other condition or term or terms and of this Agreement. Upon the occurrence of an Event of Default, Milestone may, at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alterdiscretion, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy or right it has hereunder or by law: (a) immediately terminate this Agreement by providing notice to Customer; (b) require Customer to make available or deliver any Chassis to the place it was Out-Gated or such location as Milestone may havedesignate; (c) enter upon any premises where any Chassis is located, and without notice or demand, remove such Chassis, whether with or without process of law; and/or (d) render all or any part of the Chassis unusable. Upon the occurrence of an Event of Default, Customer shall immediately pay to Milestone without further demand all unpaid Usage Charges and other sums due under this Agreement. Usage Charges shall continue to accrue on Chassis until such time as those Chassis have been returned to and accepted by Milestone. Customer shall also pay Milestone’s actual costs and expenses incurred in connection with taking possession of any Chassis and all damages incurred and/or the collection of Usage Charges, enforcement, assertion, defense or preservation of Milestone’s rights and remedies under this Agreement. In addition to all collection costs, including reasonable attorney fees, late payment penalties, as provided for in Section 3 (Usage Charges), shall apply. Milestone shall have the right to offset any amounts due from Customer against other funds or property of Customer held by Milestone. The foregoing remedies are cumulative, and any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute. No action taken, or not taken, and no right or remedy waived by Lessor under this Section 12 with respect to an Event of Default by Customer under this Agreement shall diminish or impair in any way any other rights or remedies that M i l e s to ne may have under this Agreement or applicable law or Mi l e s t o n e ’ s right to assert the same right or remedy on a subsequent occasion that had previously been waived by Milestone on a prior occasion.

Default and Remedies. If: If an Event of Default (aas defined in the Loan Agreement) shall occur and be continuing or shall exist, the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter entire unpaid balance of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such eventsprincipal, the Lessee shall be in default accrued interest, and all other sums evidenced by the Loan Agreement, the Note, and the Lessor shall have other Loan Documents or evidenced or secured by this Mortgage shall, at the option to do of Mortgagee, become immediately due and payable without notice or demand, and in the event of any such Event of Default, Mortgagee may forthwith, and without further delay, undertake any one or more of the following: (i) enter [1] Foreclosure. Institute an action of mortgage foreclosure, or take such other action as the Premises either with law may allow, at law or without process of law in equity, for the enforcement thereof and to expel, remove and put out realization on the Lessee mortgage security or any other persons thereonsecurity that is herein or elsewhere provided for, and proceed thereon to final judgment and execution thereon for the entire unpaid balance of the principal indebtedness, with interest, at the rates and pursuant to the methods of calculation specified in the Loan Agreement, the Note, and the other Loan Documents and this Mortgage to the date of default and thereafter at the rate provided in the Loan Agreement, the Note and the other Loan Documents, together with all personal propertyother sums secured by this Mortgage, all costs of suit, interest at the rates and pursuant to the methods of calculation specified in the Loan Agreement, the Note, and the other Loan Documents and this Mortgage on any judgment obtained by Mortgagee from and after the date of sale of the Property (which may be sold in one parcel or in such parcels, manner or order as Mortgagee shall elect) until actual payment is made of the full amount due Mortgagee, and reasonable attorneys’ fees, without further stay, any law, usage or custom to the contrary notwithstanding; (ii) terminate [2] Entry. Without application to any court with the irrevocable consent of Mortgagor, which consent is evidenced by Mortgagor’s execution of this Agreement; (iii) rent said Premises Mortgage, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part thereof of the Property, and each and every part thereof, and may exclude Mortgagor, its agents and servants wholly therefrom without liability for trespass, damages or otherwise and Mortgagor agrees to surrender possession to Mortgagee on demand after the happening of any Event of Default; and having and holding the same, may use, operate, manage and control the Property and conduct the business located at the Land and Improvements, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such term entry, Mortgagee, at the expense of Mortgagor or terms the Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Property whereof it shall become possessed as aforesaid, may complete the construction of the buildings, structures and improvements and in the course of such completion may make such changes in the contemplated or completed buildings, structures and improvements as it may deem desirable and may insure the same; and likewise, from time to time, at the expense of Mortgagor, Mortgagee may make all necessary or proper repairs, renewals and replacements and such terms useful alterations, additions, betterments and conditions improvements thereto and thereon as the Lessor in its sole discretion to it may deem advisable, with ; and in every such case Mortgagee shall have the right to repairmanage and operate the Property and to carry on the business related to the real property and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and in addition to Mortgagee’s right to collect all earnings, renovaterevenues, remodelrents, redecorateroyalties, alterissues, profits and income prior to taking possession of the Property, Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, royalties, issues, profits and income of the Property located at the Land and Improvements and every part thereof, and change said Premises. At after deducting the option expenses of conducting that business and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the LessorProperty or any part thereof, rents received as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it properly engaged and employed, Mortgagee shall apply the Lessor from such reletting shall be applied in order moneys arising as follows: aforesaid to the payment of any indebtedness the Debt. Should Mortgagee collect all earnings, revenues, rents, royalties, issues, profits and income from the Lessee to Property, the Lessor other than Rent due; to the moneys so collected shall not be substituted for payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and the Debt nor can they be used to cure the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havewithout prior written consent of Mortgagee.

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and TGeneatntmshoarllepfaryoamnyhstutcph:/d/efwicwienwcy.gteotLfoarnmdlosr.doragnd such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. If: (aA) the Lessee fails If (i) CUSTOMER shall fail or refuse to comply with pay any term, provision, conditioncharges under this VLSA when due, or covenant (ii) CUSTOMER shall fail or refuse to perform any other term of this Agreement; VLSA for five (b5) the Lessee deserts or vacates the Premises; (c) any petition days after written notice thereof is filed sent to CUSTOMER by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedPENSKE TRUCK LEASING, or under any similar law or statute of the United States (iii) CUSTOMER or any state thereof; (d) the Lessee becomes guarantor of CUSTOMER's obligations shall become insolvent or makes make a bulk transfer in fraud of creditors; (e) the Lessee makes its assets or make an assignment for the benefit of creditors; , or (fiv) CUSTOMER or any guarantor of CUSTOMER's obligations shall file or suffer the filing against it of a receiver is appointed petition under the Bankruptcy Code or under any other insolvency law or law providing for the Lessee relief of debtors, or (v) if any representation or warranty made by CUSTOMER herein or in any document furnished by CUSTOMER or guarantor of CUSTOMER's obligations shall prove to be incorrect in any material respect (hereinafter the assets "Events of the LesseeDefault"), then in any of such events, the Lessee Events of Default PENSKE TRUCK LEASING shall be entitled to pursue the remedies specified in default and the Lessor shall have following paragraph. Upon the option to do any happening of one or more of the following: (i) enter the Premises either preceding Events of Default, PENSKE TRUCK LEASING may, with or without terminating this VLSA, with or without demand or notice to CUSTOMER, and with or without any court order or process of law law, take immediate possession of, and remove, any and all Vehicles covered by this VLSA wherever located, and/or retain and refuse to expeldeliver and/or re-deliver to CUSTOMER, remove the Vehicle(s), without PENSKE TRUCK LEASING being liable to CUSTOMER for damages caused by such taking of possession. Whether or not it shall have exercised its right to take possession of the Vehicles upon the happening of any of the Events of Default, PENSKE TRUCK LEASING may, with or without terminating this VLSA as to one (1) or more Vehicles, require CUSTOMER upon five (5) days' written notice to CUSTOMER, to, at PENSKE TRUCK LEASING's option, either purchase the Vehicle(s) or make the alternative payment in accordance with Article 16, and put out in addition, pay to PENSKE TRUCK LEASING the Lessee or total of the lease charges and any other persons thereonguaranteed mileage charges for all such Vehicles up to the date upon which CUSTOMER could have terminated this VLSA by exercise of its rights under Article 16, together with the sum of all personal property; charges due and unpaid to the date of PENSKE TRUCK LEASING's notice to CUSTOMER under this paragraph. In the event that CUSTOMER shall fail to purchase the Vehicle (iior, at PENSKE TRUCK LEASING's option, make the alternative payment), and pay all other sums provided in the preceding paragraph, PENSKE TRUCK LEASING may sell the Vehicle(s) terminate this Agreement; at one (iii1) rent said Premises or any part thereof for such term more public or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisableprivate sales, with or without notice to CUSTOMER, and with or without having the right to Vehicle(s) at the sale. The proceeds of the sale, less PENSKE TRUCK LEASING's expenses of retaking, storage, repair, renovateand resale, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from obligations due to PENSKE TRUCK LEASING by CUSTOMER under this VLSA or otherwise. CUSTOMER shall remain liable for the Lessee to balance due PENSKE TRUCK LEASING under the Lessor other than Rent due; to the payment of any costs preceding paragraph and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is for any deficiency in the Rent balance of any sums due PENSKE TRUCK LEASING under any other lease or indebtedness. If PENSKE TRUCK LEASING is unable to sell the Vehicle upon terms and additional rent within a period of time satisfactory to it, or it shall elect not to sell the Vehicle, then PENSKE TRUCK LEASING may retain the Vehicle, crediting CUSTOMER with the then Net Fair Market Value of the Vehicle (defined as the highest appraisal of Fair Market Value (wholesale) received by PENSKE TRUCK LEASING from two (2) or more independent vehicle dealers, less all expenses and interest costs incurred by it). The Net Fair Market Value of the Vehicle shall be applied to CUSTOMER's obligations to PENSKE TRUCK LEASING and CUSTOMER shall remain liable for any sums due to PENSKE TRUCK LEASING under this VLSA or otherwise. All amounts to be retained by PENSKE TRUCK LEASING and any balance to be paid by the Lessee CUSTOMER under this Agreement, the Lessee VLSA shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall not be construed as an election on a penalty, but as liquidated damages for the Lessorbreach of this VLSA, and as PENSKE TRUCK LEASING's part reasonable return for the use of the Vehicles and for their depreciation. In addition, PENSKE TRUCK LEASING may proceed by appropriate court action to terminate enforce the terms of this Agreement unless a written notice VLSA or to recover damages for the breach of any of its terms. In the event PENSKE TRUCK LEASING takes possession of or retains any Vehicle and there is, at the time of taking or retention, in, upon or attached to the Vehicle any property or things of value belonging to CUSTOMER or in CUSTOMER's custody or control, PENSKE TRUCK LEASING is authorized to take possession of such intention is given to items and either hold the Lessee. Notwithstanding any such reletting without terminationitems for CUSTOMER or place them in storage for CUSTOMER, the Lessor may at any time terminate this Agreement by reason CUSTOMER's sole cost and risk of any default, in addition to any other remedy it may haveloss or damage.

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate this Agreement Lease unless a written notice of such intention is given to Tenant. Tenant agrees that, notwithstanding Landlord’s possession of the LesseePremises, Tenant shall remain liable for and shall pay Landlord an amount equal to the entire rent payable to the end of the then applicable term of this Lease. Notwithstanding This amount may either (i) be accelerated and become payable at once, or (ii) become due and be payable monthly, at the sole option of Landlord. In addition, Tenant shall be liable for and shall pay to Landlord any such loss or deficiency sustained by Landlord because of Tenant’s default; In case the Premises are relet, Tenant shall pay the difference between the amount of rent payable during the remainder of the then applicable Lease term and the net rent actually received by Landlord during the term after deducting all expenses for repairs, alterations, recovering possession and reletting without terminationthe same, which difference shall either (i) accrue and be payable monthly, or (ii) be accelerated and become payable at once, at Landlord’s sole option. Landlord shall have the Lessor may right and remedy to seek redress in the courts at any time terminate to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Agreement Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by reason court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any defaultof Landlord’s rights, then Xxxxxx agrees in each and any such case to pay to Landlord, Xxxxxxxx’s reasonable attorney’s fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any other payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord’s pursuit of any remedy it may havearising hereunder upon Xxxxxx’s default.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) and, Lessor may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the Lessor, rents Commercial Industrial Lease Contract 2005 received by the Lessor from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee to the Lessor other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basismonthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement Lease unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Lessee the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Lessor shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Lessee by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Lessor, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Lessee to Lessor under this Lease which were or are unpaid at the date of termination. If it is necessary for Lessor to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Lessor's rights, then Lessee agrees in each and any such case to pay to Lessor, Lessor's reasonable attorney's fees. In addition to the remedies set forth herein, Lessee shall pay a late charge in the amount of 5.0%(FIVE) of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Lessor's pursuit of any remedy arising hereunder upon Lessee's default.

Default and Remedies. If: (a) Lessor may in writing declare this Agreement in default if: (i) Lessee breaches its obligation to pay rent or any other sum when due and fails to cure the breach within ten (10) days; (ii) Lessee breaches any of its insurance obligations under Section 9; (iii) Lessee breaches any of its other obligations and fails to cure that breach within thirty (30) days after written notice from Lessor; (iv) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any material respect; (v) Lessee or any guarantor or other obligor for the Lessee fails ’s obligations hereunder( “Guarantor”) becomes insolvent or ceases to comply with any term, provision, condition, or covenant of this Agreementdo business as a going concern; (bvi) the Lessee deserts or vacates the Premisesany Equipment is illegally used; (cvii) if Lessee or any Guarantor is a natural person, any death or incompetency of Lessee or such Guarantor; or (viii) a petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any Guarantor under any bankruptcy or insolvency laws and in the event of an involuntary petition, the petition is not dismissed within forty-five (45) days of the assets filing date. The default declaration shall apply to all Schedules unless specifically excepted by Lessor. (b) After a default, at the request of Lessor, Lessee shall comply with the provisions of Section I 0(a). Lessee hereby authorizes Lessor to peacefully enter any premises where any Equipment may be and take possession of the LesseeEquipment. Lessee shall immediately pay to Lessor without further demand as liquidated damages for loss of a bargain and not as a penalty, the Stipulated Loss Value of the Equipment (calculated as of the rent payment date prior to the declaration of default), and all rents and other sums then due under this Agreement and all Schedules. Lessor may terminate this Agreement as to any or all of the Equipment. A termination shall occur only upon written notice by Lessor to Lessee and only as to the units of Equipment specified in any such notice. Lessor may, but shall not be required to, sell Equipment at private or public sale, in bulk or in parcels, with or without notice, and without having the Equipment present at the place of such eventssale. Lessor may also, but shall not be required to, lease, otherwise dispose of or keep idle all or part of the Lessee Equipment. Lessor may use Lessee’s premises for a reasonable period of time for any or all of the purposes stated above without liability for rent costs, damages or otherwise. The proceeds of sale, lease or other disposition, if any, shall be applied in default and the Lessor shall have the option to do any one or more following order of the followingpriorities: (i) enter the Premises either with to pay all of Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or without process otherwise disposing of law and to expelEquipment; then, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but extent not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be previously paid by the Lessee, to pay Lessor all sums due from Lessee under this Agreement; then (iii) to reimburse to Lessee any sums previously paid by Lessee as liquidated damages; and (iv) any surplus shall be retained by Lessor. Lessee shall immediately pay any deficiency in (i) and (ii) above. (c) The foregoing remedies are cumulative, and any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute. Lessee waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising. Lessee shall pay Lessor’s actual attorney’s fees incurred in connection with the enforcement, assertion, defense or preservation of Lessor’s rights and remedies under this Agreement, or if prohibited by law, such lesser sum as may be permitted. Waiver of any default shall not be a waiver of any other or subsequent default. (d) Any default under the terms of this or any other agreement between Lessor and Lessee may be declared by Lessor a default under this and any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basisother agreement. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have12.

Default and Remedies. IfIn the event that: (1) Tenant shall fail to pay any installment of fixed minimum rent, additional rent, or any other charge provided in this Lease, or any portion thereof, when due and payable, and the same shall remain unpaid for a period of ten (10) days thereafter; or (2) Tenant shall be in default under any other provisions of this Lease and so remain for a period of thirty (30) days after Landlord, by written notice, has informed Tenant of such default (in the case of a default which cannot with due diligence be cured within a period of thirty (30) days, Tenant shall have such additional time to cure same as may reasonably be necessary, provided Tenant proceeds promptly and with due diligence to cure such default after receipt of said notice); or (3) (a) the Lessee fails to comply with any term, provision, conditionTenant, or covenant Guarantor if any, shall file in any court a petition in bankruptcy or insolvency or for reorganization or arrangement under the applicable Federal or State bankruptcy laws, or for the appointment of this Agreementa receiver or trustee of all or a portion of Tenant's or Guarantor's property; or (b) an involuntary petition of the Lessee deserts kind referred to in (3) (a) of this Paragraph A shall be filed against Tenant, or vacates Guarantor if any, and such petition shall not be vacated or withdrawn within sixty (60) days after the Premisesdate of filing thereof; or (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedTenant, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes Guarantor if any, shall make an assignment for the benefit of creditorscreditors other than in the ordinary course of business; or (fd) Tenant, or Guarantor if any, shall be adjudicated a receiver is appointed bankrupt; or (4) Tenant shall vacate or abandon the demised premises and leave same vacated or abandoned for a period of fourteen (14) days; or (5) Tenant shall assign or sublet the demised premises in violation of Article Eighteen of this Lease, then Landlord may elect by written notice to Tenant to terminate Tenant's right to possession only, without terminating this Lease, and Landlord may, at Landlord's option, enter into the demised premises and take and hold possession thereof, without terminating the Lease or releasing Tenant, or Guarantor if any, in whole or in part, from Tenant's obligation to pay rent hereunder for the Lessee or any of full stated term at the assets of the Lessee, then in any of such events, the Lessee shall be in default time and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency manner provided in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may haveLease.

Default and Remedies. If: Lessee shall be in default of any Lease if (ai) the Lessee fails to comply with pay Rent within ten (10) days of due date; (ii) Lessee fails to perform or observe or breaches any termcovenant or condition or any representation or warranty in such Lease, provisionand such failure or breach continues unremitted for a period of ten (10) days after written notice from Lessor; (iii) Lessee, conditionexcept as expressly permitted in the Lease, attempts to move, sell, transfer, encumber, or covenant sublet without consent any item of this AgreementProduct leased under such Lease; (biv) the Lessee deserts files or vacates the Premises; (c) any has filed against it a petition is filed by in bankruptcy or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; creditors or consents to the appointment of a trustee or receiver or either shall be appointed for Lessee or for a substantial part of its property without its consent, or (fv) a receiver is appointed for the Lessee or any guarantor of the assets of the Lessee, then in any of such events, the Lessee is declared legally deceased or if Lessee shall be in default and the terminate its existence by merger, consolidation, sale of substantially all of its assets or otherwise. Upon default, Lessor shall have the option to do any may, at its option, take one or more of the following: following actions, (i) enter the Premises either with or without process of law declare all sums due and to expelbecome due under the Schedule immediately due and payable, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; require Lessee to return immediately all Product leased under such Schedule to Lessor in accordance with Paragraph 6 hereof, (iii) rent said Premises without breach of the peace take immediate possession of and remove the Product; (iv) sell any or all of the Product at public or private sale or otherwise dispose of, hold, use or lease to others, or; (v) exercise any part thereof for such term right or terms and at such terms and conditions as the remedy which may be available to Lessor in its sole discretion may deem advisableunder applicable law, with including the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At recover damages for the option breach of the LessorSchedule. In addition, rents received by the Lessor from such reletting Lessee shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, liable for reasonable attorney's fees, advertising fees, other costs and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of expenses resulting from any default, or the exercise of Lessor's remedies, including placing such Product in the condition required by Paragraph 6 hereof. Each remedy shall be cumulative and in addition to any other remedy it may haveotherwise available to Lessor at law or in equity. No express or implied waiver of any default shall constitute a waiver of any of Lessor's other rights.

Default and Remedies. If: Borrower shall be deemed in default under -------------------- this Borrower Security Agreement upon the occurrence of an "Event of Default" under (and as the term "Event of Default" is defined in) the Credit Agreement. Upon the occurrence of any Event of Default which has not been expressly waived pursuant to the Credit Agreement, the Administrative Agent shall at the request and direction of the Lenders (which request and direction must be in writing if so requested by the Administrative Agent), without notice to or demand on Borrower, and in addition to all rights and remedies available to the Secured Parties, at law or in equity or otherwise, (a) foreclose or otherwise enforce the Lessee fails to comply with Administrative Agent's security interest for the benefit of the Secured Parties in the Borrower Collateral in any term, provision, condition, manner permitted by law or covenant of provided for in this Borrower Security Agreement; (b) sell or otherwise dispose of the Lessee deserts Borrower Collateral or vacates any part thereof at one or more public or private sales at any place or places, including, without limitation, any broker's board or securities exchange, whether or not such Borrower Collateral is present at the Premisesplace of sale, for cash or credit or future delivery on such terms and in such manner as the Administrative Agent may determine; (c) any petition is filed require Borrower to assemble the Borrower Collateral and/or books and records relating thereto and make such available to the Administrative Agent at a place to be designated by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereofAdministrative Agent; (d) recover from Borrower all costs and expenses, including, without limitation, attorneys' fees, incurred or paid by the Lessee becomes insolvent Administrative Agent in exercising any right, power or makes a transfer in fraud of creditorsremedy provided by this Borrower Security Agreement or by law; (e) the Lessee makes an assignment for the benefit of creditorsenter into property where any Borrower Collateral or books and records relating thereto are located and take possession thereof with or without judicial process; or and (f) a receiver is appointed for prior to the Lessee or any disposition of the assets Borrower Collateral, prepare it for disposition in any manner and to the extent the Administrative Agent deems appropriate. Borrower shall be given five (5) Business Days' prior notice of the Lesseetime and place of any public sale or of the time after which any private sale or other intended disposition is to be made, then in which notice Borrower hereby agrees shall be deemed reasonable notice thereof. Upon any of such eventssale or other disposition pursuant to this Borrower Security Agreement, the Lessee shall be in default and the Lessor Administrative Agent shall have the option right to do deliver, assign and transfer to the purchaser thereof the Borrower Collateral or portion thereof and transfer to the purchaser thereof the Borrower Collateral or portion thereof so sold or disposed of. Each purchaser at any one such sale or more other disposition (including any Secured Party) shall hold the Borrower Collateral free from any claim or right of whatever kind, including any equity or right of redemption of Borrower and Borrower specifically waives (to the following: (iextent permitted by law) enter the Premises either with all rights of redemption, stay or without process appraisal which it has or may have under any rule of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises statute now existing or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havehereafter adopted.

Default and Remedies. If: Dealer will be in default if (a) the Lessee Dealer fails to comply with pay any term, provision, condition, Rent or covenant of this Agreementany other amount within 30 days after its due date; (b) the Lessee deserts Dealer fails to perform any other term or vacates the Premisescondition of this Agreement within 30 days of Dealer's receipt of a written notice of such failure; (c) any petition is filed material representation or warranty made by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States Dealer or any state thereofguarantor in connection with this Agreement or any guaranty is untrue; (d) the Lessee becomes insolvent Dealer or makes any guarantor dissolves, ceases to do business as a transfer in fraud going concern, merges, consolidates with or into or reorganizes with any entity or transfers all or substantially all of creditorsits assets or stock without Hyster’s prior written consent (which shall not be unreasonably withheld); (e) the Lessee Dealer or any guarantor becomes insolvent, makes an assignment for the benefit of creditors, or is subject to a petition filed by or against it under any bankruptcy or insolvency law; or (f) any individual Dealer or guarantor dies or has a receiver guardian appointed or (g) Dealer is appointed for the Lessee or any of the assets of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or under any other persons thereonrental or agreement with Hyster (“Other Agreement”) after the expiration of any cure or grace period. Upon Dealer's default, together with Hyster may, in its sole discretion, (a) declare a default and exercise all personal property; of its rights and remedies under any Other Agreement, (iib) terminate this Agreement; , (iiic) recover from Dealer, as compensation for Hyster’s loss and not as a penalty, (i) any Rent and other sums then due and (ii) all Rent and other sums to become due plus, if the Equipment is not returned, an amount equal to Hyster’s estimate of the fair market value of the Equipment (“Estimated FMV”) and (d) demand Dealer return the Equipment to Hyster. The amount set forth in (c)(ii) above shall be discounted to present value at the rate of 5% or if such rate is not permitted by law, at the lowest permitted rate. The amount in subsection (c) shall be the agreed upon damages and is called “Hyster’s Loss”. Hyster may also charge interest up to 1.5% per month, or the highest legal rate, if less ("Default Rate"), from the default date until paid. If Dealer fails to return the Equipment, Hyster may peacefully enter the premises where the Equipment is located, with or without notice or legal process, and repossess the Equipment. If Hyster obtains possession of the Equipment, Hyster may sell or rent said Premises the Equipment, as-is or any part thereof for otherwise, to such term or terms persons and at upon such terms and conditions as the Lessor in its sole discretion Hyster may deem advisabledetermine at one or more public or private sales, with or without notice to the right to repair, renovate, remodel, redecorate, alterDealer, and change said Premiseswithout any warranties of title or otherwise. At the option of the Lessor, rents received by the Lessor from such reletting Hyster shall be applied in order as follows: to the payment of any indebtedness deduct from the Lessee to sale proceeds the Lessor other than Rent due; to the payment of any reasonable costs and expenses of such relettingrepossession, includingrepair, but not limited tostorage and disposition of the Equipment, attorney's fees, advertising feesthe Estimated FMV of the Equipment, and brokerage fees, all other expenses (including attorneys’ fees and costs) reasonably incurred by Hyster in connection with the enforcement of this Agreement and apply the net proceeds to the payment Dealer's obligations. Hyster may defer applying any non-cash proceeds of disposition to Hyster’s Loss until Hyster receives cash proceeds. Dealer shall be liable for any deficiency. No right or remedy is exclusive of any repairs, renovation, remodeling, redecorations, alterations, other provided herein or permitted by law or at equity. All rights and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency remedies shall be calculated cumulative and collected by the Lessor on a monthly basis. No such re-entry may be enforced concurrently or taking possession of said Premises shall be construed as an election on the Lessor's part individually from time to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havetime.

Default and Remedies. If: (a) If an Event of Default occurs, then in each such case the Lessee fails Secured Party may declare the Obligations to comply with be due and payable immediately, by a notice in writing to the Company, and upon any termsuch declaration, provisionthe Obligations shall become immediately due and payable; provided, conditionhowever, or covenant of this Agreement; (b) that the Lessee deserts or vacates Obligations shall become immediately due and payable without the Premises; (c) any petition is filed by or against the Lessee under any section or chapter requirement of the Federal Bankruptcy Act, giving of any notice upon an Event of Default occurring as amended, or under any similar law or statute the result of the United States Company being dissolved or liquidated (or any state thereofjudgment, order or decree therefor shall be entered); (d) or if a creditors’ committee shall have been appointed for the Lessee becomes insolvent business of the Company; or makes if the Company shall have made a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditorscreditors or shall have been adjudicated bankrupt and if not an adjudication based on a filing by the Company, it shall not have been dismissed within thirty (30) days, or shall have filed a voluntary petition in bankruptcy or for reorganization or to effect a plan or arrangement with creditors or shall fail to pay its debts generally as such debts become due in the ordinary course of business (except as contested in good faith and for which adequate reserves are made in such party’s financial statements); or (f) shall file an answer to a creditor’s petition or other petition filed against it, admitting the material allegations thereof for an adjudication in bankruptcy or for reorganization; or shall have applied for or permitted the appointment of a receiver is or trustee or custodian for any of its property or assets; or such receiver, trustee or custodian shall have been appointed for any of its property or assets (otherwise than upon application or consent of the Lessee Company) and shall not have been removed within thirty (30) days; or if an order shall be entered approving any petition for reorganization of the Company and shall not have been reversed or dismissed within thirty (30) days; or if the Company shall take any action (corporate or other) authorizing or in furtherance any of the assets of the Lessee, then actions described above in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havesubsection.

Default and Remedies. IfIf any of the following shall occur: (a) Tenant shall fail, for any reason, to make any payment of Rent as and when the Lessee fails same is due to comply with any termbe paid hereunder and such default shall continue for fifteen (15) days after such payment was due, provision, condition, whether or covenant of this Agreementnot notice is given to Tenant; (b) Tenant shall fail, for any reason, to perform any other covenant, condition, agreement or other obligation on the Lessee deserts part of Tenant to be observed or vacates performed pursuant to this Lease (other than the payment of any Rent) and such default shall continue for fifteen (15) days after written notice thereof or such shorter period as expressly provided herein; (c) Any of the policies of Landlord's insurance on the Premises or any part or contents thereof shall be actually or threatened to be cancelled or adversely changed as a result of any use of occupancy of or contents in the Premises; (cd) any petition is filed by or against Tenant shall purport to make a Transfer affecting the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedPremises, or under the Premises shall be used by any similar law person or statute of the United States or for any state thereof; (d) the Lessee becomes insolvent or makes a transfer purpose, other than in fraud of creditorscompliance with and as expressly authorized by this Lease; (e) Tenant or any other person occupying any portion of the Lessee makes Premises shall make an assignment for the benefit of creditorscreditors or become bankrupt or insolvent or take the benefit of any statute for bankrupt or insolvent debtors or make any proposal, assignment, arrangement or compromise with its creditors or, if any steps are taken or action or proceedings commenced by any person for the dissolution, winding-up or other termination of Tenant's existence or liquidation of its assets; or (f) a receiver is A trustee, receiver, receiver-manager, agent or other like person shall be appointed for the Lessee or any in respect of the assets or business of Tenant or any other occupant of the LesseePremises; (g) Tenant attempts to or does abandon the Premises or remove or dispose of any goods and chattels from the Premises so that there would not, then in any the event of such eventsremoval or dispose, be sufficient goods of Tenant on the Premises subject to distress to satisfy all arrears of Rent payable under this Lease and all Rent payable hereunder for a further period of at least twelve (12) months, or if the Premises shall be vacant or unoccupied for a period of five (5) consecutive days or more without the prior written consent of Landlord; (h) Tenant makes any sale in bulk affecting any property on the Premises (other than in conjunction with a Transfer approved in writing by Landlord and made pursuant to all applicable legislation); (i) This Lease or any goods or other property of Tenant shall at any time be sized or taken in execution or attachment which remains unsatisfied for a period of five (5) days or more; and (j) Termination or re-entry by Landlord is permitted under any provision of this Lease or at law; Then, without prejudice to and in addition to any other rights and remedies to which Landlord is entitled pursuant hereto or at law, the Lessee then current and the next three (3) months' Rent shall be in default forthwith due and the Lessor payable and Landlord shall have the option to do any one or more following rights and remedies, all of which are cumulative and not alternative, to: (a) terminate this Lease in respect of the following: whole or any part of the Premises by written notice to Tenant; if this Lease is terminated in respect of part of the Premises, this Lease shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of Rent and any other appropriate adjustments shall be made in such manner as shall be determined by Landlord; (ib) enter the Premises either with or without process as agent of law Tenant and as such agent to expel, remove relet them for whatever term (which may be for a term extending beyond the Term) and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such on whatever terms and conditions as the Lessor Landlord in its sole discretion may deem advisabledetermine and to receive the rent therefor and, with as the right agent of Tenant, to repairtake possession of any furniture, renovatefixtures, remodelequipment, redecoratestock or other property thereon and, alterupon giving written notice to Tenant, to store the same at the expense and change said Premises. At the option risk of Tenant or to sell or otherwise dispose of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage feessame at public or private sale without further notice, and to make such alterations to the payment Premises in order to facilitate their reletting as Landlord shall determine, and to apply the net proceeds of the sale of any repairsfurniture, renovationfixtures, remodelingequipment, redecorations, alterations, and changes in stock or other property or from the reletting of the Premises; to , less all expenses incurred by Landlord in making the payment Premises ready for reletting and in reletting the Premises, on account of Rent and additional the Rent due and payable hereunder to become due under Lease and interest thereon; and, if after applying said rentals there is Tenant shall be liable to Landlord for any deficiency in the Rent and additional rent and interest to be paid for all such expense incurred by the Lessee under this Agreement, the Lessee shall pay any Landlord as aforesaid; no such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said or performing alterations to or reletting of the Premises by Landlord shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention or termination is given by Landlord to Tenant; (c) remedy or attempt to remedy any default of Tenant in performing any repairs, work or other covenants of Tenant hereunder and, in so doing, to make any payments due or claimed to be due by Tenant to third parties and to enter upon the Lessee. Notwithstanding Premises, without any liability to Tenant therefor or for any damages resulting thereby, and without constituting a re-entry of the Premises or termination of this Lease, and without being in breach of any of Landlord's covenants hereunder and without thereby being deemed to infringe upon any of Tenant's rights pursuant hereto, and, in such case, Tenant shall pay to Landlord forthwith upon demand all amounts paid by Landlord to third parties in respect of such default and all reasonable costs of Landlord in remedying or attempting to remedy any such reletting default plus ten (10%) percent of the amount of such costs of Landlord" inspection and supervision plus a further ten (10%) percent for overhead and profit; (d) obtain damages from Tenant including, without limitation, if this Lease is terminated by Landlord, all deficiencies between all amounts which would have been payable by Tenant for what would have been the balance of the Term, but for such termination, the Lessor may at any time terminate this Agreement and all net amounts actually received by reason Landlord for such period of any default, in addition to any other remedy it may have.time; and

Default and Remedies. If24. In the event: (a) the Lessee Tenant fails to comply with any term, provision, condition, or covenant of this AgreementLease including the payment of all monies due; (b) the Lessee Tenant deserts or vacates the PremisesPremises for 30 consecutive days or more without notice to Landlord and without making the current rental payment; (c) any Any petition is filed by or against the Lessee Tenant under any section Section or chapter Chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a A receiver is appointed for the Lessee Tenant or any of the assets of the Lessee, Tenant; then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: (i1) Upon ten (10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to, and not in limitation of, any other remedy permitted by law; to enter upon the Premises or any part thereof, either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; or (ii2) Landlord may terminate this Agreement; (iii) rent Lease, or it may from time to time, without terminating this Lease, relet said Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent due; rent and additional rent due hereunder, second to the payment of any costs cost and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, fees and real estate brokerage fees, and to the payment of any repairs, renovationrenovations, remodeling, redecorations, alterations, alterations and changes in the Premises; third to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals monies there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee shall pay any such deficiency to the Lessor and such TDenoanwt nshloalal dpaeydafnryosmuchhtdtepf:ic/i/enwcwy two .Ltiadndylfoorrdmansd.csoumch deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the LessorLandlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to Tenant. If Tenant vacates or abandons the LesseePremises, any property that Tenant leaves on the Premises shall be deemed to have been abandoned and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale in accordance with applicable law as Landlord shall determine in its sole discretion. Notwithstanding The proceeds of any public or private sale of Tenant's property, or the then current fair market value of any property retained by Landlord, shall be applied by Landlord against (i) the expenses of Landlord for removal, storage or sale of the property; (ii) the arrears of rent or future rents payable under this Lease; and (iii) any other damages to which Landlord may be entitled hereunder. Notwithstanding, any such reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Lease for such previous breach and default. Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have., it may recover from Tenant the amount at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. In case it should be necessary for Landlord to bring any action under this Lease, to consult or place said Lease or any amount payable by Tenant thereunder with an attorney concerning or for the enforcement of any of Landlord's rights hereunder, then Tenant agrees in each and any such case to reimburse Landlord for its reasonable attorney's fees. All other remedies herein provided shall be cumulative to all other rights or remedies herein given to Landlord by law. A waiver by Landlord of any default by Tenant in the performance of any of the covenants, terms or conditions hereof shall not be considered or treated as a waiver of any subsequent or other default as to the same or any other matter. If Tenant shall default in the performance of any covenant, agreement, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant, without notice in the case of emergency. Bills for any expense incurred by Landlord in connection with any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option and shall be due and payable by Tenant upon notice of the amount or amounts and the amount or amounts thereof shall be deemed to be Additional Rent under this Lease. Tenant shall promptly give to Landlord notice as herein provided of any defects in the Premises including the failure of Landlord to do anything required to be done by law or by the terms of this Lease or the doing or permitting to be done anything prohibited by law or by the terms of this Lease. Unless Tenant has given said notice and Landlord has failed to commence to cause the cure of said defect within ten (10) days after receipt of said notice, Tenant shall have no right to terminate the said Lease or to declare a forfeiture and in no event shall rent xxxxx except as in this Lease specifically provided. Landlord shall not be obligated to notify Tenant of the due date of rent nor demand payment thereof on its due date, the same being expressly waived by Tenant. The acceptance of any sums of money from the Tenant that is less than the actual amount owed is considered a partial payment and does not relieve Tenant from the full amount that is owed Landlord. SECURITY DEPOSIT

Default and Remedies. If: (a) the Lessee If at any time Tenant fails to comply with (i) pay any term, provision, conditionsum within seven days after the same has become due under this Lease, or covenant of this Agreement; (bii) the Lessee deserts or vacates the Premises; (c) within fifteen days after notice fails to remedy any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or default with respect to any of the assets other provisions, covenants or conditions of the Lesseethis Lease to be kept or performed by Tenant, then in the event of any of such events, the Lessee shall be in default and the Lessor failure Landlord shall have the option right to do any one or more of the following: (i) enter reenter the Premises either with or without process of law and to expel, remove all persons and put out the Lessee all or any other persons thereonproperty therefrom, by any suitable action or proceeding at law, without being liable for any prosecution therefor or damages resulting therefrom, and repossess and enjoy the Premises, together with all personal property; (ii) terminate this Agreement; (iii) rent said additions, alterations and improvements, and Landlord may, at its option, repair, alter, remodel and/or change the character of the Premises as it may deem fit and charge Tenant the cost therefor, and/or at any time relet the Premises or any part thereof for such term or terms and at such terms and conditions parts thereof, as the Lessor agent of Tenant or otherwise. The exercise by Landlord of any right granted in its sole discretion may deem advisable, with the right sentence immediately preceding shall not relieve Tenant from the obligation to repair, renovate, remodel, redecorate, altermake all rental payments, and change said Premisesto fulfill all other covenants required by this Lease, at the time and in the manner provided herein. At Tenant, throughout the option remaining term hereof, shall pay Landlord, no later than the last day of each month during the term, the then current excess, if any, of the Lessorsum of the unpaid rentals and costs to Landlord resulting from such default by Tenant over the proceeds, rents if any, received by the Lessor Landlord from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, includingif any. Landlord shall not be required to relet the Premises nor exercise any other right granted to Landlord hereunder, but not limited tonor shall Landlord be under any obligation to minimize Tenant’s loss as a result of Tenant's default. If Landlord attempts to relet the Premises, attorney's fees, advertising fees, Landlord shall be the sole judge as to whether a proposed tenant is suitable and brokerage fees, and to acceptable. In the payment event of a breach by Tenant of any repairsof the covenants or provisions hereof, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee Landlord shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any defaulthave, in addition to any other remedy remedies which it may havehave the right to invoke, any remedy allowed at law or in equity to enforce Landlord’s rights or any of them, as if re-entry and other remedies were not herein provided. Landlord shall not be in default in the performance of any of its obligations in this Lease unless and until Landlord shall have failed to perform such obligation within fifteen days, or such additional time as is reasonably required to correct any such default after notice by Tenant to Landlord properly specifying the default. The various rights, options, elections, powers, and remedies contained in this Lease shall be construed as cumulative and no one of them shall be exclusive of any of the others, or of any other legal or equitable remedy which either party might otherwise have in the event of breach or default in the terms hereof, and the exercise of one right or remedy by such party shall not impair its right to any other right or remedy until all obligations upon the other party have been fully performed. Landlord, and any person, firm, or corporation comprising Landlord shall not have any personal liability with respect to any of the provisions of this Lease. Tenant's sole recourse shall be against the Premises, and the real and personal property comprising the same for the satisfaction of any of Tenant's claims and remedies.

Default and Remedies. IfIf any of the following shall occur: Tenant fails, for any reason, to make any payment of Rent as and when the same is due to be paid hereunder and such default continues for five (a5) days after such payment was due, whether or not notice is given to Tenant; Tenant fails, for any reason, to observe or perform any obligation of Tenant pursuant to this Lease other than the Lessee fails to comply with payment of any termRent, provision, conditionand such default continues for fifteen (15) days in the event that third parties are affected; otherwise thirty (30) days, or covenant such shorter period in the event of this Agreementan emergency as expressly provided herein, or in case there is no emergency, such longer period as is necessary to cure such default, after notice thereof to Tenant; (b) any of Landlord's insurance policies on the Lessee deserts Project are actually or vacates threatened to be cancelled or adversely changed as a result of any use of or contents in the Premises; (c) Tenant shall purport to make a Transfer affecting the Premises, or the Premises shall be used by any petition is filed by person or against the Lessee under for any section purpose, other than in compliance with this Lease; Tenant or chapter any other occupant of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Premises makes an assignment for the benefit of creditors generally or becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal or arrangement with creditors, or Tenant makes any sale in bulk of any property on the Premises (other than in conjunction with a Transfer approved in writing by Landlord and made pursuant to all applicable legislation), or steps are taken for the winding up or other termination of Tenant's existence or liquidation of its assets; a trustee, receiver, receiver-manager, or (f) a receiver similar person is appointed for the Lessee or any in respect of the assets or business of the Lessee, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option occupant of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; Tenant attempts to or does abandon the payment Premises, or if the Premises are vacant or unoccupied for a period of five (5) consecutive days or more without the prior written consent of Landlord; this Lease or any other property of Tenant in the Premises is at any time seized or taken in execution which remains unsatisfied for a period of five (5) days or more; termination or re-entry by Landlord is permitted under any provision of this Lease or at law; then the then current and the next three (3) months' Rent and additional Rent shall be forthwith due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.rights or remedies to which Landlord is entitled hereunder or at law, Landlord shall have the following rights and remedies, which are cumulative and not alternative, namely:

Default and Remedies. IfIn the event: (a) the Lessee LESSEE fails to comply with any term, provision, condition, or covenant of this Agreementlease; (b) the Lessee LESSEE deserts or vacates the Premisespremises; (c) any petition is filed by or against the Lessee LESSEE under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; , (d) the Lessee LESSEE becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee LESSEE makes an any assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee LESSEE or any of the assets of the LesseeLESSEE, then in any of such events, the Lessee events LESSEE shall be in default and the Lessor and, LESSOR shall have the option to do any one or more of the following: following upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law; to enter upon the Premises premises or any part thereof either with or without process of law law, and to expel, remove and put out the Lessee LESSEE or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, LESSOR may terminate this Agreement; (iii) lease or it may from time to time, without terminating this lease, rent said Premises premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this lease) and at such rental or rentals and upon such other terms and conditions as the Lessor LESSOR in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premisespremises. At the option of the LessorLESSOR, rents received by the Lessor LESSOR from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee LESSEE to the Lessor LESSOR other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, including but not limited to, to attorney's fees, advertising fees, and brokerage fees, alterations and changes in the premises; third, to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, and if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee LESSEE under this Agreementlease, the Lessee LESSEE shall pay any such deficiency to the Lessor LESSOR and such deficiency shall be calculated and collected by the Lessor on a monthly basisLESSOR monthly. No such re-entry or taking possession of said Premises premises shall be construed as an election on the Lessorof LESSOR's part to terminate this Agreement lease unless a written notice of such intention is be given to the LesseeLESSEE. Notwithstanding any such reletting without termination, the Lessor may LESSOR may, at any time thereafter elect to terminate this lease for such previous breach and default. Should LESSOR at any time terminate this Agreement lease by reason of any default, default in addition to any other remedy it may have., it may recover from LESSEE the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this lease for the balance of the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise, without such resulting or being deemed a termination of this lease, and LESSOR, whether this lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent reserved in this lease for the balance or the term hereof over the then reasonable rental value of the premises for the same period LESSOR shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of LESSEE by injunction or otherwise, without such resulting or being deemed a termination or not, shall have the absolute right by court action or otherwise to collect any and all amounts or unpaid rent or unpaid additional rent or any other sums due from LESSEE to LESSOR under this lease which were or are unpaid at the date of termination. In case it should be necessary for LESSOR to bring any action under this lease, to consult or place said lease or any amount payable by LESSEE hereunder with an attorney concerning or for the enforcement of any LESSOR'S rights hereunder, the LESSEE agrees in each and any such case to pay to LESSOR, LESSOR'S reasonable attorney's fees,

Default and Remedies. If: (a) the Lessee Tenant fails to comply with any term, provision, condition, condition or covenant of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premises; (c) any petition is filed by or against the Lessee Tenant under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee Tenant makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee Tenant or any of the assets of the LesseeTenant, then in any of such events, the Lessee Tenant shall be in default and the Lessor Landlord shall have the option to do any one or more of the following: upon ten (i10) days prior written notice, excepting the payment of rent or additional rent for which no demand or notice shall be necessary, in addition to and not in limitation of any other remedy permitted by law, to enter upon the Premises either with or without process of law law, and to expel, remove and put out the Lessee Tenant or any other persons thereon, together with all personal property; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without terminating this Lease, rent said Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rental or rentals and upon such other terms and conditions as the Lessor Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premises. At the option of the LessorLandlord, rents received by the Lessor Landlord from such reletting shall be applied in order as follows: first to the payment of any indebtedness from the Lessee Tenant to the Lessor Landlord other than Rent duerent and additional rent due hereunder; second, to the payment of any costs and expenses of such reletting, including, but not limited tolimited, attorney's ’s fees, advertising fees, fees and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, alterations and changes in the Premises; : third, to the payment of Rent rent and additional Rent rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent rent and additional rent and interest to be paid by the Lessee Tenant under this AgreementLease, the Lessee Tenant shall pay any such deficiency to the Lessor Landlord and such deficiency shall be calculated and collected by the Lessor on a monthly basisLandlord monthly. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's Landlord’s part to terminate this Agreement Lease unless a written notice of such intention is given to the LesseeTenant. Notwithstanding any such reletting without termination, the Lessor Landlord may at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, it may recover from Tenant the worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Premises for the same period. Landlord shall have the right and remedy to seek redress in the courts at any time to correct or remedy any default of Tenant by injunction or otherwise, without such resulting or being deemed a termination of this Lease, and Landlord, whether this Lease has been or is terminated or not, shall have the absolute right by court action or otherwise to collect any and all amounts of unpaid rent or unpaid additional rent or any other sums due from Tenant to Landlord under this Lease which were or are unpaid at the date of termination. If it is necessary for Landlord to bring any action under this Lease, to consult with an attorney concerning or for the enforcement of any of Landlord’s rights, then Xxxxxx agrees in each and any such case to pay to Landlord, Xxxxxxxx’s reasonable attorney’s fees. In addition to the remedies set forth herein, Tenant shall pay a late charge in the amount of % of any payment due hereunder which remains unpaid on the tenth day after same is otherwise due hereunder. Said late charge shall be deemed additional rent, and the assessment or collection of same shall not limit or delay Landlord’s pursuit of any remedy arising hereunder upon Xxxxxx’s default.

Default and Remedies. If: (a) the Lessee fails to comply with any term, provision, condition, or covenant of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer If Sublessee shall default in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or fulfilling any of the assets terms, covenants or agreements hereof or of the LesseeLease, then in any of such events, the Lessee shall be in default and the Lessor shall have the option to do any one or more of the following: (i) enter in the Premises either with or without process case of law a monetary default, such default continues for a period of five (5) business days after Sublessee's receipt of written notice thereof, and to expel, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate in the case of a non-monetary default, such default continues for a period of fifteen (15) days after Sublessee's receipt of written notice thereof, or such longer period as may be necessary if such default cannot reasonably be cured within fifteen (15) days, provided that Sublessee commences to cure such default within fifteen (15) days and thereafter proceeds to diligently complete the same, Sublessor may give Sublessee three (3) days' written notice of intention to end the term of this Agreement; (iii) rent said Premises or any part thereof for such term or terms Sublease, and at such terms and conditions as the Lessor in its sole discretion may deem advisableend of said period, the Sublease Term shall expire with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At same effect as if that day were the option date hereinbefore set forth for the expiration of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment Sublease Term without a necessity of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises any other act on Sublessor's part, any requirement for any other act or notice by Sublessor being hereby waived by Sublessee. If the Sublease is terminated, Sublessee shall be construed and remain liable to Sublessor for damages as hereinafter provided and Sublessor shall be entitled to recover forthwith from Sublessee as damages an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given amount equal to the Lesseetotal of; (i) all sums remaining unpaid at the time of termination of the Sublease, and (ii) the amount of all other sums that would have been payable hereunder if the Sublease had not been terminated, less the net proceeds, if any, of any reletting of the Leased Premises, after deducting all of Sublessor's reasonable expenses in connection with such reletting. Notwithstanding any such reletting without termination, No provisions of the Lessor may at any time terminate this Agreement Sublease shall limit or prejudice the right of Sublessor to prove or obtain as liquidated damages by reason of any defaulttermination of the Sublease, an amount equal to the maximum allowed by any statute or rule of law in addition effect at the time, when, and governing the proceedings in which, such damages are to any other remedy it may havebe proved, whether or not such amount be greater, equal to, or less than the amount referred to above.

Default and Remedies. If: In the event that Lessee (a) the Lessee fails to comply with pay all or any termportion of the base rent, provision, condition, additional rent or covenant of this Agreementany other sum due from Lessee hereunder when due; (b) the Lessee deserts or vacates the Premisesfails to cease all conduct prohibited hereby immediately upon receipt of written notice from Lessor; (c) fails to take actions in accordance with the provisions of written notice from Lessor to remedy Lessee's failure to perform any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actterms, as amendedcovenants and conditions hereof, or under any similar law or statute of the United States or any state thereof; (d) fails to continuously conduct business in the Lessee becomes insolvent or makes a transfer in fraud of creditorspremises as herein required; (e) commits an act in violation of this Lease which Lessor has previously notified Lessee to cease more than once in any year; (f) becomes bankrupt, insolvent or files any debtor proceeding, takes or has taken against it any petition of bankruptcy; takes action or has action taken against it for the Lessee appointment of a receiver for all or a portion of Lessee's assets; files a petition for a corporate reorganization; makes an assignment for the benefit of creditors, or if in any other manner Lessee's interest hereunder shall pass to another by operation of law (any or all of the occurrences in this said Paragraph 28(f) shall be deemed a default on account of bankruptcy for the purposes hereof and such default on account of bankruptcy shall apply to and include any Guarantor of this Lease); (g) commits waste to the premises; or (fh) a receiver is appointed for the Lessee or any otherwise in breach of the assets of the Lessee, 's obligations hereunder and shall not have cured same within ten (10) days following written notice from Lessor; then in any of such events, the Lessee shall be in default hereunder and Lessor may, at its option and without notice to Lessee, terminate Lessee's right to possess of the premises and without terminating this Lease re-enter and resume possession of the premises and/or declare this Lease terminated, and may thereupon, in either event, remove all persons and property from the premises, with or without resort to process of any court, either by force or otherwise. Notwithstanding such re-entry by Lessor, Lessee hereby agrees to indemnify and hold Lessor harmless from any and all loss or damage which Lessor may incur by reason of the termination of this Lease and/or Lessee's right to possession hereunder. In no event shall Lessor's termination of this Lease and/or Lessee's right to possession of the premises abrogate Lessee's agreement to pay rent and any other charges due hereunder for the full term hereof. Following re-entry of the premises by Lessor, Lessee shall continue to pay all such rent and any other charges as same become due under the terms of this Lease together with all other expenses incurred by Lessor in regaining possession until such time, if any, as Lessor relets same and the premises are occupied by such successor, it being understood that Lessor shall have no obligations to mitigate its damages by reletting the option to do any one or more of the following: (i) enter the Premises either with or without process of law and to expelpremises. Upon reletting, remove and put out the Lessee or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents sums received by the Lessor from such reletting new lessee by Lessor shall be applied in order as follows: first to payment of costs incident to reletting; any excess shall then be applied to any indebtedness to Lessor from Lessee other than for base rent and additional rents and any excess shall then be applied to the payment of any indebtedness from the base rent and additional rent due and unpaid. The balance, if any, between all amounts to be received hereunder and sums received by Lessor on reletting, shall be paid by Lessee to the Lessor other than Rent due; in full at such times as may be specified in a notice from Lessor to the payment Lessee. Lessee shall have no right to any proceeds of any costs and expenses reletting that remain following application of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes same in the Premises; manner set forth herein. In addition to Lessor's rights and remedies as specified above, Lessor shall, in the payment event of Rent and additional Rent Lessor's default, also have the right to accelerate the rent for the balance of the Lease Term and, upon Lessor's election, the same shall be immediately due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency in the Rent and additional rent and interest by Lessee to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written notice of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may have.

Default and Remedies. If: (a) The Borrowers shall be deemed in default under this Security Agreement upon the Lessee fails to comply with any term, provision, condition, or covenant occurrence and during the continuance of this Agreement; (b) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter an Event of the Federal Bankruptcy ActDefault, as amended, or under any similar law or statute of that term is defined in the United States or any state thereof; (d) Credit Agreement. In addition to all other rights and remedies granted to the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any of the assets of the Lessee, then in any of such eventsLender by this Security Agreement, the Lessee shall be in default Credit Agreement, the other Loan Documents, the UCC and other applicable Governmental Rules, the Lessor shall have Lender may, upon the option to do occurrence and during the continuance of any Event of Default, exercise any one or more of the followingfollowing rights and remedies: (ia) collect, receive, appropriate or realize upon the Collateral or otherwise foreclose or enforce the Lender’s security interests in any or all Collateral in any manner permitted by applicable Governmental Rules or in this Security Agreement; (b) notify any or all Account Debtors to make payments on Receivables directly to the Lender; (c) direct any Depositary Bank or Intermediary to liquidate the account(s) maintained by it, pay all amounts payable in connection therewith to the Lender and/or deliver any proceeds thereof to the Lender; (d) sell or otherwise dispose of any or all Collateral at one or more public or private sales, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as the Lender may determine; (e) require the Borrowers to assemble the Collateral and make it available to the Lender at a place to be designated by the Lender; (f) enter the Premises either onto any property where any Collateral is located and take possession thereof with or without process judicial process; and (g) prior to the disposition of law the Collateral, store, process, repair or recondition any Collateral consisting of goods, perform any obligations and enforce any rights of the Borrowers or their Subsidiaries under any Dealership Contracts, any Rental Company Contracts or the Fleet Owner Agreement, or otherwise prepare and preserve Collateral for disposition in any manner and to expelthe extent the Lender deems appropriate. In furtherance of the Lender’s rights hereunder, remove and put out the Lessee Borrowers hereby grant to the Lender an irrevocable, non-exclusive license (exercisable without royalty or other payment by the Lender) to use, license or sublicense any patent, trademark, tradename, copyright or other persons thereonintellectual property in which any Borrower now or hereafter has any right, title or interest, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right of access to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option all media in which any of the Lessor, rents received by the Lessor from such reletting shall foregoing may be applied in order as follows: to the payment recorded or stored. In any case where notice of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment sale or disposition of any costs and expenses of such reletting, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to the payment of any repairs, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there Collateral is any deficiency in the Rent and additional rent and interest to be paid by the Lessee under this Agreementrequired, the Lessee shall pay any such deficiency to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless a written Borrowers hereby agree that seven (7) days notice of such intention sale or disposition is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havereasonable.

Default and Remedies. If: (a) If Client defaults in the Lessee fails to comply with performance of any term, provision, condition, or covenant provision of this Agreement; (b) the Lessee deserts , suspends business voluntarily or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actinvoluntarily, as amended, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment for the benefit of creditors; or (f) , has a receiver is appointed for appointed, petitions voluntarily or involuntarily under the Lessee Bankruptcy Code or any amendment thereof, or a creditor's committee is named for Client, or in the event of occurrence of any act whatsoever amounting to a business failure by Client, or if Client fails to notify TCI of any change in senior management or key contacts or violates the assets requirements of the LesseeParagraph 14 relating to a transfer of its business, then in any of such eventsor does not meet Client's minimum monthly volume requirement as stated on attached Rate Sheet, the Lessee shall be in default and the Lessor TCI shall have the option following rights and remedies in addition to do all rights and remedies provided in this Agreement, in the Uniform Commercial Code---Secured Transactions, or provided under any one or more of the followingother law, such rights and remedies being cumulative and not exclusive: (ia) enter Client will, on demand, repurchase from TCI all the Premises either with or without process of law outstanding and to expelunpaid Accounts, remove and put out will pay TCI therefore the Lessee or any other persons aggregate principal amount owing thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: to the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited toplus charges accrued thereon, attorney's fees, advertising feesinterest at the prime rate in effect at the date of default at Bank of America of Chicago, all expenses of collection, and brokerage feesother charges or expenses paid or incurred by TCI in respect of Accounts, Debtors, Clients, or guarantors, or in the prosecution or defense of any actions in respect of this Agreement, or Accounts purchased hereunder, less any amounts payable by TCI to Client hereunder, and upon Client’s failure to repurchase, TCI may liquidate Accounts and other Collateral by sale at public or private sale, on ten (10) days written notice by first class mail to Client, or on such notice as may be required from any right or equity of redemption of Client, and the net proceeds of such sale shall be applied against the repurchase price and TCI shall be entitled to any surplus, and Client shall pay any deficiency; (b) TCI may, at any time, enter upon any premises in which the Collateral or any part thereof may be located, and without resistance or interference by the Client, take possession of the Collateral; and dispose of all or any part of the Collateral on any premises of the Client; require the Client to assemble and make available to TCI all or any part of the Collateral at any place and time designated by TCI which is reasonable and convenient to TCI and the Client; remove all or any part of the Collateral from any premises on which any part may be located for the purpose of effecting sale or other disposition thereof; sell, resell, lease, assign and deliver, or otherwise dispose of, the Collateral or any part thereof in its existing condition or following any commercially reasonable preparation or processing, at public or private proceedings, in one or more parcels at the same or different times with or without having the Collateral at the place of sale or other disposition, for cash, upon credit or for future delivery, and in connection therewith TCI may grant options, at such place and time or times and to such persons, firms or corporations as TCI deems appropriate, and without demand for performance or any notice or advertisement whatsoever except that where applicable law requires reasonable notice of sale or other disposition, the Client hereby agrees that ten (10) days notice by first class mail, postage prepaid, to any address of the Client set forth on this Agreement, of the place and time of any public sale or of the place and time after which any private sale or other disposition may be made, shall be deemed reasonable notice of such sale or other disposition; or liquidate or dispose of the Collateral or any part thereof in any other commercially reasonable manner. Client hereby waives all equity and right of redemption. TCI may buy any part or all of the Collateral at any public sale and, if any part of or all of the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, TCI may buy at private sale, all free from any equity or right of redemption which is hereby waived and released by the Client, and TCI may make payment therefor by credit bidding all or part of the total amount Client owes TCI hereunder; (c) TCI may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling, leasing and the like, to reasonable attorney's fees if this Agreement is referred to an attorney for enforcement, to all legal expenses, court costs, collection charges, travel and other expenses which may be incurred by TCI in attempting to collect the payment of any repairsobligations to Client or to enforce this Agreement and realize upon the Collateral, renovationor in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and then to payment of any obligation to TCI, remodelingin such order as to principal or interest as TCI may desire; and the Client shall at all times be and remain liable and, redecorationsafter crediting the net proceeds of sale or other disposition as aforesaid, alterationswill pay TCI on demand any deficiency remaining, including interest thereon and the balance of any above-described expenses at any time unpaid, with any surplus to be paid to TCI; (d) TCI shall have the right to notify the U.S. Postal Service authorities to change the address for the delivery of mail addressed to Client to such address as TCI may designate and Client hereby grants to TCI an irrevocable Power of Attorney coupled with an interest to sign and execute all forms necessary for the change o f address, and changes Client hereby designates TCI as its agent to receive and open Client's mail; (e) It is agreed by and between the parties that the bankruptcy, insolvency or dissolution of any guarantor of this Agreement or the purported or attempted termination or repudiation of any guaranty of this Agreement, in whole or in part shall be deemed an incident of default with respect to this Agreement; (f) because the Premises; factoring fee percentage rates on the rate sheets are based on a minimum monthly volume of Accounts Client will be assigning to TCI for the payment term of Rent this Agreement, Client agrees that during the term of this Agreement (and additional Rent including any renewal or extension terms) Client will owe monthly factoring fees which are at least equal to an amount determined by multiplying the factoring fee percentage rates (for all discounts, interest and other factoring fees) set forth on attached rate sheets times the minimum monthly volume requirement of Client invoices as set forth on attached rate sheets, and such minimum amount of factoring fees (less factoring fees paid by Client) will accrue and accumulate during this Agreement and will be due and payable hereunder and interest thereon; andin full upon the demand of TCI or, if after applying said rentals there no demand is made, upon termination of this Agreement for any reason. The failure of TCI to collect such volume deficiency charge during any period shall not constitute a waiver by TCI of that right; (g) TCI may hold Client reserves in an amount equal to Client's default until that point in time that the default has been satisfied; (h) TCI may, at its option and without notice, adjust any rates, charges, or fees as set forth herein and in the Rent and additional rent and interest rate sheet; (i) TCI, in its sole discretion, may elect to be paid waive any default by Client under the Lessee under this AgreementAgreement or otherwise. If TCI elects to waive such default, it may, without notice to client, charge client a fee (the Lessee shall pay any such deficiency to the Lessor and such deficiency "Default Waiver Fee"). The Default Waiver Fee shall be the greater of one hundred twenty-five percent (125%) of any monetary damage or twenty-five dollars ($25.00). TCI may collect any Default Waiver Fee incurred by Client either directly from Client or as provided in paragraphs 1 and 2 of the Agreement. Default charges, at the election of TCI, may be calculated and collected by from the Lessor on a monthly basis. No such re-entry or taking possession date of said Premises shall be construed as an election on the Lessor's part to terminate this Agreement unless and are cumulative; (j) In the event Client has a written T-Chek fuel account and is in default hereunder, Client hereby authorizes TCI and T-Chek to transfer funds between the T-Chek fuel account and TCI; and (k) TCI could take the money from any of the Client’s deposit accounts without prior notice following the occurrence of such intention is given to a default (or even in the Lessee. Notwithstanding any such reletting without termination, absence of default) under the Lessor may at any time terminate this Agreement by reason of any default, in addition to any other remedy it may havefactoring agreement.