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) 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 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. 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. 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) 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. 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. 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. 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. 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. 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. 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) Each of the following shall constitute an event of default hereunder and under any and all Schedules then in effect: (1) nonpayment when due of any installment of rent or other sum owing by Lessee fails hereunder, under any and all Schedules or under any other agreement between Lessor and Lessee if such nonpayment continues for five (5) days; (2) Lessee's failure to perform and comply with any termprovision of Section 6, provisionSection 9, condition, Section 16 or covenant Section 20(b) hereof or with any provision of this Agreementany Schedule; (b3) the Lessee deserts Lessee's failure to perform and comply with any other provision 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, condition hereunder or under any similar law Schedule if such failure continues for fifteen (15) days after written notice thereof by Lessor to Lessee; (4) Lessee's attempt to sell or statute encumber any item of the United States Equipment without Lessor's prior written consent, or the attachment of any lien to any such item in favor of anyone other than Lessor, or any state thereofattempted levy, seizure of, or attachment on such item; (d5) any representation or warranty made by Lessee to Lessor hereunder or under any Schedule, certificate, agreement, instrument or other statement, including income and financial statements, proves to have been incorrect in any material respect when made; (6) the Lessee becomes insolvent or makes a transfer in fraud suspension of creditorsLessee's present business; (e7) the Lessee makes an Lessee's general assignment for the benefit of creditorscreditors or commencement of any voluntary case or proceeding for relief under the United States Bankruptcy Code, or any other present or future law for the relief of debtors, or the taking of any action to authorize or implement any of the foregoing; (8) the filing of any petition or application against Lessee under any present or future law for the relief of debtors, including proceedings under the United States Bankruptcy Code, or for the subjection of property of debtors 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 sixty (60) days from the date of filing; (9) a default exists under any agreement or instrument of Lessee's with or in favor of Lessor or any direct or indirect affiliate of Lessor; or (f10) a receiver is appointed for the Lessee attempted repudiation of this Lease 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 Schedule or any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises obligation hereunder 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 thereunder 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) 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 Collateral under this Agreement; (b) , at law, in equity, under statute and otherwise, 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, unless such failure is due to an administrative or technical error or banking system disruption affecting the transfer of funds, which error is remedied within 3 business days; (b) (i) enter the Premises either with commencement of any action for the dissolution, winding up 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 or Seller’s debts under any federal, provincial, state or other bankruptcy or insolvency legislation or any other persons thereonlegislation, together 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, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with all personal property; respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding, (ii) terminate this Agreement; 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, (iii) rent said Premises the appointment of a receiver, receiver and manager, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property, or (iv) any other Insolvency Proceeding is 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, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding; (c) Seller 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; (d) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, their Related Rights, 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 (or the equivalent thereof in any currency), 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 period and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, other obligation, warranty or terms representation set forth herein and such breach continues for fifteen (15) days or any such warranty or representation 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 when so furnished; (h) Seller shall have a federal, provincial, state or other tax lien filed against any of its properties, or shall fail to pay any federal, provincial, state or other tax when due, or shall fail to file any federal, provincial, state or other tax form as and when due; (i) an Event of Default or Default has occurred or is continuing under the Canadian SASA; or (j) a material adverse change shall have occurred in Seller’s financial condition, 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 payable 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, that, upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts 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 become immediately due and payable hereunder without further notice or demand) 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 FGI shall be calculated and collected entitled to all rights it has by the Lessor on law as a monthly basis. No such re-entry or taking possession of said Premises shall be construed secured creditor, including 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 form of equitable relief that may be appropriately obtained through legal process without having to establish any inadequate remedy at law or other remedy it may havegrounds other than to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. All post-judgment interest shall bear interest at the greater of the contract rate and 18% per annum.

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. IfIn the event: (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 who might be thereon, together with all personal propertyproperty found therein; (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, 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 to the Lessor other than Rent due; to the payment of any costs and expenses of such reletting, including, but not limited Tenant 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. IfSection 23.1 The occurrence of any one or more of the following events shall constitute an event of default under this Lease: (a) if Tenant shall fail to pay any Rental or other sums payable by Tenant hereunder, including without limitation all sums to be paid to Landlord pursuant to the Lessee fails to comply with any termWork Agreement, provision, condition, as and when such Rental or covenant of this Agreementother sums become due and payable and such failure shall continue for more than five (5) days after notice; (b) if Tenant shall fail to perform or observe any covenant or obligation hereunder or any of the Lessee deserts or vacates Rules and Regulations and such failure shall continue for more than ten (10) days after notice; or, if such failure cannot be corrected within such 10-day period, if Tenant does not commence to correct same within said 10-day period and thereafter diligently prosecute the Premisescorrection of same to completion; (c) if any petition is filed by or against the Lessee Tenant or any guarantor of Tenant's obligations under this Lease under any section or chapter of the present or any future Federal Bankruptcy ActCode or under any similar law or statute of the United States or any state thereof (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as amendedthe case may be, within sixty (60) days of its commencement), or if any order for relief shall be entered against Tenant or any guarantor of Tenant's obligations under this Lease in proceedings filed under any section or chapter of the present or any future Federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof; (d) the Lessee if Tenant or any guarantor of Tenant's obligations under this Lease becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee if Tenant or any guarantor of Tenant's obligations under this Lease makes an assignment for the benefit of creditors; or (f) if a receiver receiver, custodian, or trustee is appointed for the Lessee Tenant or any guarantor of Tenant's obligations under this Lease or for any of the assets of Tenant or any guarantor of Tenant's obligations under this Lease, which appointment is not vacated within sixty (60) days of the Lessee, then in any date of such events, the Lessee appointment; or (g) if Tenant shall be in default and the Lessor shall have the option fail or refuse to do any one move into or more take possession of the following: Premises within thirty (i30) 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 days 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 haveCommencement Date.

Default and Remedies. If: If Tenant (ai) the Lessee fails to comply with pay Minimum Base Rent or any termadditional rent due under this Lease at the time and in the manner required by this Lease and such failure continues for a period of ten (10) days after delivery of written notice from Landlord to Tenant, provisionmore than twice during a twelve (12) month consecutive period, Txxxxx's third failure to pay Minimum Base Rent or any additional rent due within ten (10) days of the time and in the manner required by this Lease within such twelve (12) consecutive month period shall be an immediate default by Tenant without any requirements for the delivery of any prior written notice; (ii) fails to perform any other condition, stipulation or covenant agreement of this AgreementLease and such failure continues for a period of thirty (30) days from the date Tenant receives written notice of such default (unless such default is of a nature that it cannot be reasonably cured within said thirty (30) day period and Tenant commences to cure such default within such thirty (30) day period and thereafter pursues same with good faith and due diligence to completion); or, (biii) is the Lessee deserts subject of a lawsuit for involuntary bankruptcy or vacates the Premises; (c) any petition is filed by adjudged a voluntary or against the Lessee under any section or chapter of the Federal Bankruptcy Actinvoluntary bankrupt, 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) , or, if there is a receiver is appointed for the Lessee or any to take charge 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 in the State or without process of Federal courts, Landlord may, at its option, declare this Lease in default, and shall, in addition to all remedies at law and or in equity available to expelLandlord, 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 have 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; terminate this Lease and, if after applying said rentals there is any deficiency in subject to Landlord’s duty to mitigate losses, declare the entire Minimum Base Rent and additional rent and interest any other charges, for the balance of the Lease Term due and payable immediately. Landlord shall also have the option, without terminating this Lease, to resume possession and re-Lease or re-rent the Premises for the remainder of the Lease Term for the account of Tenant. Landlord shall not be required to pay Tenant any surplus of any sums received by Landlord on a reletting of the Premises in excess of the Minimum Base Rent or additional rent to be paid by Txxxxx as provided in this Lease. In 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 event Tenant is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate this Agreement by reason in default of any defaultnon-monetary term of this Lease, and Tenant has not cured the default within thirty (30) days of the date of Landlord's notice (unless such default is of a nature that it cannot be reasonably cured within said thirty (30) day period and Tenant commences to cure such default within such thirty (30) day period and thereafter pursues same with good faith and due diligence to completion), in addition to Lxxxxxxx's other remedies provided in this Lease, Landlord may cure the default and charge Tenant as additional rent the cost of such cure plus a fifteen percent (15%) service charge. Without waiving any other remedy it may haveavailable rights and remedies, Landlord shall be entitled to a late charge, payable as additional rent, on any payment not made when due equal to the greater of eighteen percent (18%) per annum or the maximum percentage permitted by law. A service charge of one hundred dollars ($100.00) will be assessed, as additional rent, for handling a returned check. In the event suit is brought under this Lease, the prevailing party shall be awarded attorneys fees and costs whether incurred before trial, at trial or on appeal.

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: (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: (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.

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) 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: (ia) enter Seller shall fail to pay as and when due any amount owed to FGI; (b) There shall be commenced by or against Seller any voluntary or involuntary case under the Premises either with or without process of law and to expelFederal Bankruptcy Code, remove and put out the Lessee or any other persons thereonassignment for the benefit of creditors, together with all personal propertyor appointment of a receiver or custodian; (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 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 a final judgment for the payment of money in excess of $10,000.00, 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 periods and a stay of execution pending such appeal is obtained; (f) Seller shall breach any indebtedness from the Lessee 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 the Lessor 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; or (i) A material adverse change shall have occurred in Seller’s financial conditions, business or operations. Upon an Event of Default, all obligations due FGI shall become immediately due and owing and FGI shall be entitled to any form of equitable relief that may be appropriate without having to establish any 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 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 $10,000.00 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. 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: (a) The occurrence of any of the following events shall constitute an event of default ("Event of Default") under a Schedule: (i) nonpayment by Lessee fails of Rent or any other sum payable by its due date which is not cured within ten days from due date; (ii) failure by Lessee to comply with perform or observe any other material term, provision, condition, covenant or covenant condition of this Agreement, any Schedule, or any applicable software license agreement, which is not cured within ten (10) days after notice thereof from Lessor; (iii) insolvency by Lessee; (iv) Lessee's filing of any proceedings commencing bankruptcy, or the filing of an involuntary petition against Lessee involving a substantial part of Lessee's property or the appointment of any receiver not dismissed within sixty (60) days from the date of said filing or appointment; (v) The subjection of a substantial part of Lessee's property or any part of the Asset(s) to any levy, seizure, assignment or sale for or by any creditor of Lessee or governmental agency; (vi) Any representation or warranty made by Lessee in this Master Lease Agreement, a Schedule, or in any document furnished by Lessee to Lessor in connection therewith or with the acquisition or use of the Asset(s) shall be untrue in any material respect; (vii) any termination of an applicable software license agreement unless due to Lessors actions. (viii) a change of control of Lessee which materially changes the financial structure of Lessee, whether by merger, acquisition or asset sale or otherwise, provided that, in the event of such change of control, Lessor's written consent shall constitute a waiver of this restriction and if, but only if, Lessee provides Lessor with such information as Lessor requests regarding the change of control, Lessor shall not unreasonably withhold consent. In the event of any sale of assets by Lessee as part of a change of control, all of Lessee's assets sold shall remain available to satisfy a judgment for Lessor arising from a default under this Lease regardless of provisions in the asset sale agreement absolving the purchaser of such liability; or (ix) Lessee winds up, dissolves or otherwise terminates its corporate existence, or consolidates with or merges with or into any entity, or sells, leases or otherwise transfers substantially all of its assets to any entity, or incurs a substantial amount of indebtedness other than in the ordinary course of its business, or engages in a leveraged buy-out or any other form of corporate reorganization, including conversion to Sub 'S' corporation status. (b) Upon the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter occurrence of the Federal Bankruptcy Actan Event of Default and during continuance thereof Lessor may, as amendedin its sole discretion, 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 By notice to Lessee, terminate any or without process of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertySchedules; (ii) terminate this AgreementProceed by appropriate court action to enforce the performance of the terms of the Schedule and/or recover damages; (iii) rent said Premises Whether or any part thereof not the Schedule is terminated, upon notice to Lessee, take possession of the Asset(s) wherever located, without demand, liability, court order or other process of law, and for such term purposes Lessee hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where such Asset(s) is/are located or cause Lessee, and Lessee hereby agrees, to return such Asset(s) to Lessor in accordance with the requirements of Section 12(a) hereof; (iv) By notice to Lessee, to the extent permitted by law, declare immediately due and payable and recover from Lessee, as liquidated damages and not as a penalty, the sum of (a) the Casualty Value set forth on the Schedule as of the date of default, or if Casualty Values are not shown on such Schedule, all Rent due during the remainder of the Schedule Term; (b) all Rent and other amounts due and payable on or before the date of default; and (c) costs, fees (including all attorneys' fees and court costs), expenses and (d) interest on (a) and (b) from the date of default at 1 1/2% per month or portion thereof (or the highest rate allowable by law, if less) and, on (c) from the date Lessor incurs such fees, costs or expenses. Upon Lessor's receipt of all monies due under 14 (b)(iv) above, Lessor shall pass title of the Asset(s) under the Schedule that is in default to Lessee. (c) Upon return or repossession of the Asset(s), Lessor shall use reasonable efforts to sell, re-lease or otherwise dispose of such Asset(s) in such commercially reasonable manner and upon such commercially reasonable terms and at such terms and conditions as the Lessor may determine in its sole discretion may deem advisable(the amount, with the right to repairif any, renovate, remodel, redecorate, alter, and change said Premises. At the option of the Lessor, rents received by the which Lessor from such reletting certifies it obtained through remarketing 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 conclusively presumed 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.the

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. 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. IfThe 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 where such default shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; (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 thirty (30) days after written notice thereof from Landlord to Tenant (provided that if the nature of Tenant’s obligation is such that more than thirty (30) days are required for performance, then Tenant shall not be deemed in default if Tenant commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion); (c) any petition is filed the making by or against the Lessee under any section or chapter Tenant 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 creditors; (d) the filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (e) the filing by any creditor of Tenant of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (f) a receiver is appointed for the Lessee attachment, execution or any other judicial seizure of all or substantially all of the assets of Tenant or Tenant’s leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. In 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 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 thereafter, without further notice or demand, rectify or cure such default, and any sums reasonably expended by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any such default or breach by Tenant, Landlord shall have the right to continue the Lease in 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 in accordance with the provisions of California Civil Code Section 1951.4 or other applicable Law, or Landlord shall have the right at any 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 California statutory remedies, including without limitation, those set forth in California Civil Code Section 1951.2 . Such efforts as Landlord may make to mitigate the damages caused by Tenant’s breach of this Lease shall not constitute a waiver of Landlord’s right to recover damages against Tenant hereunder, nor shall anything herein contained affect Landlord’s right to indemnification against Tenant for any liability arising prior to the termination of this Lease for personal injuries or property damage. Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the Premises by Tenant, shall not constitute a termination of this Lease, or of Tenant’s right of possession hereunder, unless and until Landlord elects to do so in writing, and until such time Landlord shall have the right to enforce all of its rights and remedies under this Lease, including the right to recover rent, and all other payments to be made by Tenant hereunder, as they become due. Failure of Landlord to terminate this Agreement Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver of Landlord’s right to do so. The parties hereto agree that acts of maintenance or preservation or efforts to release the Premises, or the appointment of a receiver upon the initiative of the Landlord to protect its interests under this Lease shall not constitute a termination of Tenant’s right of possession for the purposes of this Section unless accompanied by reason a written notice from Landlord to Tenant of Landlord’s election to so terminate. Acceptance of rental hereunder shall not be deemed a waiver of any defaultdefault or a waiver of any of Landlord’s remedies. All of Landlord’s rights and remedies shall be cumulative and not exclusive, and in addition to any other remedy it may haverights or remedies expressly set forth herein, Landlord shall have all rights and remedies available to Landlord at law or in equity .

Default and Remedies. If: (a) the If Lessee fails to comply with pay any termRent, provisionTaxes, conditionAdditional Charges or other amount that Lessee is required to pay under this Lease within ten (10) days after the same is due and payable, or covenant if Lessee fails to observe, keep or perform any other provision of this Agreement; (b) the Lessee deserts Lease required to be observed, kept or vacates the Premises; (c) any petition is filed performed 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 right to do exercise any one or more of the followingfollowing remedies: (ia) declare the entire amount of Rent, Taxes and Additional Charges hereunder for the remainder of the Term immediately due and payable without notice or demand to Lessee; (b) xxx for and recover all Rents, Taxes, Additional Charges and other payments, then accrued or thereafter accruing; (c) enter the Premises either with Premises, without being liable for trespass, and take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law; Lessee hereby waives any and all damages and claims occasioned by such taking of possession; (d) terminate this Lease; and (e) pursue any other remedy at law and to expelor in equity. Notwithstanding any termination, remove and put out the Lessee repossession or any other persons thereonaction which Lessor may take, 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 Lessee shall be applied in order as follows: to and remain liable for the payment full performance of any indebtedness from all obligations on the part of the Lessee to the Lessor other than Rent due; to the payment be performed under this Lease. All of any costs and expenses of such reletting, including, but not limited to, attorneyLessor's fees, advertising feesremedies are cumulative, and brokerage feesmay be exercised concurrently or separately. Lessee’s obligations to pay Rent, Taxes and to Additional Charges shall survive the expiration or termination of this Lease. Lessor may charge interest at the rate of 1.5% per month on any Rent, Taxes or Additional Charges that are not paid within ten (10) days after the date on which such payment of any repairswas due. Lessee shall also pay Lessor’s reasonable attorney’s fees and court costs incurred in collecting Rent, renovation, remodeling, redecorations, alterations, and changes in the Premises; to the payment of Rent and additional Rent Additional Charges or other amounts 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 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 in enforcing its remedies under 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: 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 obligations, or (vii) an "Event of Default", [as defined in the Secured Business Loan Agreement dated as of March 4, 1998, as may be amended from time to time, (the "Credit Agreement"), between Lessee and Bank of America National Trust and Savings Association (the "Lender")], (after all applicable cure periods have run), shall be a default under the Lease. Lessee will promptly deliver to Lessor copies of all notices received by Lessee from the Lender or delivered by Lessee (or officer of Lessee) to the Lender to the effect that an Event of Default has occurred under the Credit Agreement, Lessee will also promptly deliver to Lessor written notice of the assets occurrence of any such Event of Default, if Lessee has not otherwise notified Lessor in accordance with the Lesseeimmediately preceding sentence, then in any of such eventsLessor may, to the Lessee shall be in default and the Lessor shall have the option to do extent permitted by law, exercise 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.the

Default and Remedies. If13.1 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) the Lessee deserts or vacates the Premisesif an Event of Default in Tenant's obligation to pay Rent hereunder occurs more than twice in any period of twelve (12) months; (c) if the Premises are abandoned; (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 section 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, rule, ordinance or regulation or causes, or could cause, a default under any mortgage, underlying lease, tenant leases or other agreements applicable to the Project. The provisions of any notice given pursuant to the foregoing will be in lieu of, and not in addition to to, any other remedy it may havenotice required under applicable law (including, without limitation, California Code of Civil Procedure Section 1161 regarding unlawful detainer actions and any successor statute or similar law).

Default and Remedies. If: (a) If an Event of Default occurs, then in each such case Sxxxxxxxxx may declare the Lessee fails Obligations to comply with be due and payable immediately, by a notice in writing to Airbee, 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, the result of Airbee being dissolved or under any similar law or statute of the United States 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 Airbee; or makes if Airbee 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 Airbee, 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 the Lessee any of its property or assets (otherwise than upon application or consent of Airbee) and shall not have been removed within thirty (30) days; or if an order shall be entered approving any petition for reorganization of Airbee and shall not have been reversed or dismissed within thirty (30) days; or if Airbee 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. 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) 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 Lessee Tenant fails to comply with any term, provision, condition, or covenant material term of this AgreementLease; (b) the Lessee Tenant deserts or vacates the Premisespremises; (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 thereofbankruptcy law; (d) the Lessee Tenant becomes insolvent or makes a transfer in fraud of creditors; (e) the Lessee or 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 anyone or more of the following: upon thirty (i30) 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 Tenant or any other persons who might be thereon, together with all personal propertyproperty found therein; (ii) and, Landlord may terminate this Agreement; (iii) Lease or it may from time to time, without termination this Lease, rent said Premises the premises or any part thereof for such term or terms (which may be for a term extending beyond the lease term) and at such rent and upon such terms and conditions as the Lessor s Landlord in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, alter and change said Premisesthe 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 towithout limitation, attorney's attorneys’ fees, advertising fees, fees and brokerage fees, and to the payment payment, exclusive of renovation for a new tenant, of any repairs, renovation, remodeling, redecorations, alterationsrent, and changes in the Premises; to the payment of Rent and additional Rent interest, due and payable hereunder and interest thereon; under this Lease, and, if after applying said rentals there is any deficiency in such rents against the Rent rent and additional rent and interest to be paid by the Lessee Tenant must pay Landlord 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 Lease there remains a monthly basis. No such re-entry or taking possession of said Premises the premises shall be construed as an election on the Lessor's Landlord’s part to terminate or accept a surrender of this Agreement Lease unless Landlord gives Tenant a prior written notice of such intention is given thereafter elect to the Lesseeterminate this Lease for such previous breach and default. Notwithstanding any such reletting without termination, the Lessor may 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 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 lease term over the then reasonable rental value of the premises for the same period. The parties shall have the right and remedy to seek redress in the courts at any times to correct or remedy any default by injunction or otherwise, without such result being deemed a termination of or acceptance of surrender of this Lease, and Landlord, whether this Lease has been terminated or not, shall have the absolute right by court action or other wise 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 either party uses an attorney to enforce its rights or to collect any amount payable under this Lease, then in each case the prevailing party shall receive reasonable attorneys’ fees and expenses incurred by it from the other party.

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 all personal now or hereafter enacted for the relief of debtors, whether instituted by or against Seller; provided however, that Seller shall have forty-five (45) days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that during such forty-five (45) 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; (f) 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; or (i) 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 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. 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: 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 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 ten (10) business days of the due date thereof, and the such default shall continue for a period of 10 days after receipt of written notice thereof, (ii) Lessee fails to observe, keep or perform any other term or condition of this Lease and such failure continues for thirty (30) 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, or (iv) Lessee defaults under any other obligation to Lessor. (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 terms 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. Lessee shall return the Equipment to Lessor as provided in Section 13. Should Lessee fail to return the Equipment within fifteen (15) business days of receipt of legal 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 a commercially reasonable manner, and put out upon such terms as Lessor may determine in its sole discretion, either sell such Equipment at one or 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. 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, after written notice to Lessee. (c) 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 liable for all reasonable 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 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) Any of the Lessee fails following shall constitute a default by Borrower hereunder (herein "Default"): (i) failure by Borrower to pay any amounts hereunder or under the Note when due and such remains unremedied for a period of ten (10) days from the due date; or (ii) failure of Borrower to comply with any term, provision, condition, provisions or covenant perform any of this Agreementits obligations arising under the Agreement or under any other documents or agreements related hereto and such remains unremedied by Borrower for a period of twenty (20) days; or (b) the Lessee deserts or vacates the Premises; (ciii) any petition representations or warranties made or given by Borrower in connection with the Agreement or any other document or agreement related hereto were false or misleading in a material way when made; or (iv) subjection of the Equipment to levy or execution or other judicial process which is filed 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 Borrower; or (v) commencement of any insolvency, bankruptcy or 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 Borrower or any state thereof; guarantor of any of Borrower's Obligations (d) the Lessee becomes insolvent herein "Guarantor"), including any assignment by Borrower or makes a transfer in fraud of creditors; (e) the Lessee makes an assignment any Guarantor 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 the inability of Borrower to generally pay its debts as they become due; or (fvi) a receiver is appointed for any act of Borrower which imperils the Lessee value of the Equipment or the prospect of full performance of the Obligations, including but not limited to the liquidation or dissolution of Borrower or the commencement of any acts relative thereto, or without the prior written consent of Lender, any sale or other disposition of all or substantially all of the assets of Borrower, or any merger or consolidation of Borrower unless Borrower is the Lesseesurviving entity, then or the cessation of business by Borrower; or (vii) a default by Borrower under any other agreement or note with Lender or any assignee of the Agreement and/or Note; or (viii) the death or dissolution of Borrower or of any Guarantor, the withdrawal of any partner if Borrower is a partnership, or the inability of Borrower or of any Guarantor hereunder to perform any of the obligations contained herein 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. If: (a) In the Lessee fails to comply with event the business being conducted in the Demised Premises shall at any term, provision, conditiontime be substantially terminated, or covenant in the event Tenant shall default in the payment of this Agreement; (b) any installment of rent herein reserved, or in the Lessee deserts or vacates event Tenant shall default in the Premises; (c) performance of any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Actterms, as amendedcovenants, conditions or provisions herein contained binding upon Tenant and such default shall not be remedied within thirty (30) days after written notice thereof shall have been given by Landlord to Tenant, or under any similar law in the event Tenant shall be adjudicated a bankrupt or statute of the United States or any state thereof; (d) the Lessee becomes 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 the Lessee Tenant or any a substantial part of the assets of the Lesseeits property and such receiver is not removed within thirty (30) days after appointment, 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 institute appropriate judicial proceedings to regain possession of the following: (i) enter the Premises either with or without process of law Demised Premises, to terminate this Lease and to expelremove any property therein, remove without liability for damage to, and put out without obligation to store, such property. In the Lessee event of the regaining of possession of the Demised Premises as aforesaid, Landlord may (but shall be under no obligation to) relet the Demised Premises, or any part thereof, from time to time, without further notice, for such term or terms, on such conditions, and for such uses and purposes, as Landlord, in its sole and absolute discretion, may determine, and may collect and receive all rents derived therefrom and apply the same, after deduction of all appropriate expenses (including, without limitation, attorneys fees and other persons thereoncosts of collection) to the payment of the rent payable hereunder, together with all personal property; (ii) terminate this Agreement; (iii) rent said Tenant remaining liable for any deficiency. Landlord shall not be responsible or liable for any failure to so relet the Demised Premises or any part thereof for such term thereof, or terms and at such terms and conditions as of any failure to collect any rent connected therewith, but will make reasonable efforts to re-lease the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Demised Premises. At Anything in this paragraph to the option contrary notwithstanding, Landlord agrees to give written notice of the Lessor, rents received by the Lessor from such reletting shall be applied a default in order as follows: to the payment of any indebtedness from the Lessee to the Lessor installment of rent or any other amount or amounts due hereunder provided, and so long as, no more than Rent due; to the payment of any costs and expenses two (2) 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 default notices shall be calculated and collected by the Lessor on a monthly basis. No such re-entry or taking possession required 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 Landlord during 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 year.

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 Buyer shall be in default under this Security Agreement if it fails to pay the purchase price for the purchased goods in accordance with the applicable payment terms. Upon the occurrence of an event of default hereunder, and at any time thereafter, Seller may exercise, without further notice, all rights and remedies of a secured party under the Lessor shall have Uniform Commercial Code of any applicable jurisdiction. In addition, Seller may exercise the option following rights and remedies to do any one the extent permitted by law, with or more without judicial process or the aid and assistance of the followingothers: (i) enter upon any premises on which any of the Premises either with purchased goods may be located and, without resistance or without process interference by Buyer, take possession of law and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertypurchased goods; (ii) terminate this Agreementrequire Buyer, at Buyer's expense, to assemble and make available to Seller any part or all of the purchased goods at any place and time designated by Seller and reasonably convenient to both parties; and (iii) rent said Premises sell, resell, lease, assign and deliver, grant options to purchase or otherwise dispose of any part or all of the purchased goods in their then-existing condition or following any commercially reasonable preparation or processing, at public or private sale(s), or by contract(s), in one or more parcels, for cash and/or credit, upon such terms, at such places and times and to such persons as Seller deems best, all without demand or notice of any kind to Buyer or any part thereof for such term other person, except that, where an applicable statute requires reasonable notice of sale or terms other disposition, Buyer hereby agrees that the giving of five (5) days' written notice shall be deemed reasonable notice. The rights, powers and at such remedies given to Seller by this Security Agreement shall be in addition to all rights, powers and remedies given Seller by virtue of any statute, rule of law or any of the other terms and conditions as the Lessor set forth herein. Any forbearance, failure, or delay by Seller in its sole discretion may deem advisableexercising any right, with the right power or remedy under this Security Agreement shall not be deemed to repairbe a waiver of such right, renovate, remodel, redecorate, alterpower or remedy, 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 any single or partial exercise of any indebtedness from the Lessee right, power or remedy under this Security Agreement shall not be deemed to the Lessor other than Rent due; to the payment be a wavier of such right, power or remedy, and any single or partial exercise of any costs and expenses of such relettingright, 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 power or remedy under this AgreementSecurity Agreement shall not preclude the further exercise thereof; and every right, the Lessee power and remedy of Seller shall pay any continue in full force and effect until such deficiency to the Lessor and such deficiency shall be calculated and collected right, power or remedy is specifically waived 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 instrument in writing executed by reason of any default, in addition to any other remedy it may haveSeller.

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: 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. IfThe occurrence of any one or more of the following events shall constitute a default ("Default") of this Agreement by Seller: (ai) the Lessee fails failure of Seller to comply with repurchase any term, provision, condition, or covenant of this AgreementPurchased Account when required pursuant to Paragraph 7 hereof; (bii) the Lessee deserts failure of Seller to perform any other covenant or vacates the Premisesagreement contained herein; (ciii) if any petition is filed by warranty or against representation of seller made herein shall be untrue; (iv) the Lessee under any section dissolution or chapter termination of the Federal Bankruptcy Act, as amended, or under any similar law or statute existence of the United States Seller or any state thereofof Seller's guarantors hereof (Guarantor); (dv) the Lessee becomes insolvent death of any Seller or makes a transfer in fraud of creditorsGuarantor if Seller or Guarantor shall be an individual; (evi) the Lessee makes if Seller or Guarantor shall file or have filed against it a petition in bankruptcy or for reorganization or adjustment of its debts or if Seller or Guarantor shall make an assignment for the benefit of creditors; (vii) if a tax lien shall be filed against Seller; (viii) if a judgment shall be entered against Seller which is not promptly satisfied or if a levy or attachment shall be filed against Seller or its property; (fix) a receiver is appointed for if the Lessee or ratio of Indebtedness divided by Eligible Purchased Accounts is, at any time, in excess of the assets of Maximum Advance Rate; (x) if the Lessee, then in Indebtedness exceeds the Maximum Indebtedness; and/or (xi) if Purchaser shall deem itself insecure for any of such events, reason whatsoever. In the Lessee event a Default shall be in default and the Lessor occur: i) Purchaser shall have the option right to do any one or more require Seller to immediately repurchase all of the following: (i) enter Purchased Accounts for an amount equal to the Premises either with or without process of law Indebtedness then owed by Seller to Purchaser plus all Charges and to expel, remove and put out the Lessee or any other persons thereon, together with all personal propertyamounts due Purchaser; (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 advisableSeller shall pay to Purchaser all other 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 losses caused to it by reason of such relettingDefault, including, but not limited toto reasonable attorneys' fees, court costs, other collection expenses and all other expenses and costs incurred or paid by Purchaser to obtain performance or to enforce any covenant or agreement of Seller hereunder; and iii) Purchaser shall have the right to enforce all rights which it may have with respect to the security interest granted to it pursuant to this agreement and specifically, but not by way of limitation, to notify all Account Debtors of Seller's Accounts to make all payments directly to Purchaser, to notify and require the U.S. Post Office to deliver Seller's mail to Purchaser, and to open Seller's mail and take and endorse for deposit in the name of Seller all payments received upon any of Seller's Accounts and to deposit same for benefit of Purchaser. In addition to the Charges in Paragraph 3 above, Seller shall pay Purchaser a late payment charge equal to eighteen per cent (18%) per annum of any amounts not paid when due to the date of payment thereof. To the extent permitted by law, Seller hereby irrevocably authorizes any attorney of any court of record to appear for Seller in such court, in term time or vacation, at any time after a default hereunder and confess judgment against Seller, without process in favor of Purchaser, its successors or assigns, for such amount as may appear due, owing and unpaid hereunder, together with costs of collection including reasonable attorney's fees, advertising feesand to waive and release all errors which may intervene in any such proceedings, and brokerage feesconsent to immediate execution upon such judgment, hereby ratifying 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 confirming all that said rentals there is any deficiency in the Rent and additional rent and interest to be paid attorney may do 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 havevirtue hereof.

Default and Remedies. If: (a) In the Lessee fails event of (a) any failure of Sublessee to comply with pay any termrental or of the charges due hereunder when due, provision, conditionwhich failure continues for five (5) business days after receipt of written notice from Sublessor, or covenant of this Agreement; (b) any failure to operate its business pursuant to Section 8 for the Lessee deserts purpose specified in Section 7 hereof, or vacates the Premises; if Sublessee shall permit this Sublease to be taken under any writ of execution, (c) any the filing by Sublessee of a petition is filed by seeking relief under the Bankruptcy Code or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedstate insolvency statute, or under any similar law the appointment of a trustee or statute of the United States receiver for Sublessee, or any state thereof; (d) any failure to perform any other of the Lessee becomes insolvent material terms, conditions or makes a transfer in fraud covenants of creditors; this Sublease Agreement or the Lease to be observed or performed by Sublessee, after Sublessor provides Sublessee notice under the provision of Section 13 (d) of the Lease, or (e) any material default under any other obligation of Sublessee hereunder, then Sublessor, or its successors or assigns, as the Lessee makes an assignment case may be, besides other rights or remedies it may have, shall have the right to declare this Sublease terminated and the Term ended (in which event, this Sublease and the Term hereof shall expire, cease and terminate with the same force and effect as though the date set forth in any required notice were the date originally set forth herein and fixed for the benefit of creditors; or (f) a receiver is appointed for the Lessee or any expiration of the assets Term, and Sublessee shall vacate and surrender the Sublet Premises but shall remain liable for all obligations arising during the balance of the Lesseeoriginal stated Term as hereafter provided as if this Sublease had remained in full force and effect) and Sublessor shall have the right to bring a special proceeding to recover possession from Sublessee holding over and/or Sublessor may, then in any of such events, without notice, pursuant to applicable legal process re-enter the Lessee shall be in default Sublet Premises either by force or otherwise, and dispossess, by summary proceedings or otherwise, Sublessee and the Lessor shall have the option to do any one legal representative of Sublessee or more of the following: (i) occupancy of the Sublet Premises and remove Sublessee’s effects and hold the Sublet Premises as if this Sublease had not been made. Sublessee hereby waives the service of notice of intention to re-enter the Premises either with or without process of law and to expel, remove and put out the Lessee or any other persons thereonnotice otherwise provided by law, together with all personal property; (ii) terminate it being agreed that this Agreement; (iii) rent said Sublease constitutes notice to Sublessee, or to institute legal proceedings to that end. Sublessee further waives any right under any present or future law to redeem the Sublet Premises or any part thereof for such term or terms and at such terms and conditions as the Lessor after entry of a judgment in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At the option favor 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 haveSublessor.

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. 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) 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 Collateral under this Agreement; (b) , at law, in equity, under statute and otherwise, 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, winding up 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 or Seller’s debts under the Bankruptcy Code or any other persons thereonstate or federal law now or hereafter enacted, together 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, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with all personal property; respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding, (ii) terminate this Agreement; 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) rent said Premises the appointment of a receiver, receiver and manager, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property; provided, however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding; (c) Seller 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; (d) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, their Related Rights, 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 (or the equivalent thereof in any currency), 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 period and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, warranty or terms representation set forth herein and such breach continues for ten (10) days or the 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 when so furnished; (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; or (i) a material adverse change shall have occurred in Seller’s financial condition, 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 payable 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, that, upon the Lessoroccurrence of an Event of Default under clause (b) above, rents received by the Lessor from all such reletting amounts 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 become immediately due and payable hereunder without further notice or demand) 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 FGI shall be calculated and collected entitled to all rights it has by the Lessor on law as a monthly basis. No such re-entry or taking possession of said Premises shall be construed secured creditor, including 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 form of equitable relief that may be appropriately obtained through legal process without having to establish any inadequate remedy at law or other remedy it may havegrounds other than to establish that its Collateral is subject to being improperly used, moved dissipated or withheld from FGI. All post-judgment interest shall bear interest at the greater of the contract rate and 18% per annum.

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) 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. 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. If: (a) Time is of the Lessee fails to comply with any term, provision, condition, or covenant essence of this Agreement; (b) , and if Xxxxx defaults in the Lessee deserts payment of any sum due hereunder or vacates in the Premises; (c) performance of any petition is filed by other Agreement or against the Lessee under any section obligation herein contained 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 Xxxxx becomes insolvent or makes a transfer bankrupt or admits in fraud of creditors; (e) the Lessee writing inability to pay Xxxxx’s debts as they mature, or makes an assignment for the benefit of creditors; , or (f) a receiver is appointed if bankruptcy, reorganisation, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any other law for the Lessee relief of debtors are instituted by or against Hirer or if Equipment is levied upon or is otherwise seized or taken from Hirer by or on behalf of any other person each of which events is hereby called “an event of default” then Radlink may at any time thereafter by written notice to Xxxxx immediately terminate this Agreement and/or declare the rent payable in respect of the assets unexpired term of this Agreement immediately due and payable. Property in the LesseeEquipment shall at all times remain with Radlink and in an event of default Radlink after giving the Hirer seven (7) days written notice as herein provided may retake and hold possession of Equipment before, then in pending or after any of such eventsaction to recover any sums hereunder, the Lessee shall be in default free from all claims whatsoever by, through or under Hirer and the Lessor shall have the option to do any one or more of the following: (i) enter the Premises either Radlink may with or without notice and with or without legal process of law and to expel, remove and put out the Lessee or enter upon any other persons thereon, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises premises where Equipment or any part thereof for may be found recover equipment using such term or terms and at such terms and conditions force as the Lessor in its sole discretion may deem advisable, with the right be reasonably necessary so to repair, renovate, remodel, redecorate, alterdo, 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 repossess Equipment without termination, the Lessor may at any time terminate this Agreement by reason of any default, in addition prejudice to any other remedy which it might have on account of Xxxxx’s default; and Radlink may haveas a matter of right retain all payments made hereunder and recover in full rent declared due and payable as aforesaid as well as other damages, if any, that Radlink may have sustained as a consequence of Xxxxx’s default, and neither the recovery of a judgement in such action or the collection of any portion of such rent or such damages shall be deemed inconsistent with or to waive or prevent any other right or remedy Radlink herein above provided for or referred to or existing under applicable law, it being understood and agreed that each and all of the rights and remedies of Radlink in this Agreement are cumulative to and not in lieu of each and every other such right and remedy. Any provision hereof prohibited by applicable law shall be ineffective to the extent of any such prohibition but no other provisions hereof shall thereby be invalidated. Notwithstanding the foregoing Xxxxx agrees that where and to the extent the conflicting or prohibiting provision of applicable law may be waived by Xxxxx, such provisions are hereby waived.

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. IfIn the event: (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 right, without the need for demand or notice, in addition to do and not in limitation of any one or more of the following: (i) 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 who might be thereon, together with all personal propertyproperty found therein; (ii) and Landlord may 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 PremisesLease. 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 Should Landlord at any time terminate this Agreement Lease by reason of any default, in addition to any other remedy it may have, 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, and Landlord 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 this Lease or any amount payable by Tenant hereunder 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 pay to Landlord, Landlord’s reasonable attorney’s fees. If Tenant shall fail to pay when due any amount payable to Landlord under this Lease, Tenant shall pay to Landlord a “late charge” of $.05 for each dollar so overdue to defray part of the cost of collection. In addition, all delinquent payments shall accrue interest at a rate equal to the lesser of 1.5% per month or the maximum amount permitted by law, from the due date of such payment and shall constitute additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord upon demand.

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) the making of an assignment by Lessee for the benefit of its 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; (iv) 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 (fv) 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. If: (a) the Lessee fails If Tenant shall fail to comply with any term, provision, conditionpay either Base Rent or Additional Rent when due, or covenant any other sums of this Agreement; money becoming due hereunder, and does not remedy such default within five (b5) days after written notice thereof, or if Tenant shall default in the Lessee deserts or vacates the Premises; (c) performance of any petition is filed by or against the Lessee under any section or chapter other of the Federal Bankruptcy Actterms, as amendedconditions, or under covenants contained in this Lease Agreement to be observed or performed by it and does not remedy such default within thirty (30) days after written notice thereof or does not, within such thirty (30) days, commence such act or acts as shall be necessary to remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any similar law debtor proceedings, or statute file in any court pursuant to any statute, either of the United States or of any state thereof; (d) the Lessee becomes insolvent a petition in bankruptcy or makes insolvency or for reorganization, or file or have filed against it a transfer in fraud of creditors; (e) the Lessee makes an assignment petition for the benefit appointment of creditors; or (f) a receiver is appointed or trustee for the Lessee all or any substantially all of the assets of Tenant, or if Tenant makes an assignment, or if Tenant shall abandon the LesseePremises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, or if the Commercial General Liability Insurance required by Tenant is cancelled as is set forth in Paragraph 138 of this Lease then in any of such events, event the Lessee shall be in default and the Lessor Landlord shall have the option immediate right of reentry without resort to do any one or more legal process and the right to terminate and cancel this Lease. Without terminating the Lease, Landlord shall have the right to re-enter and take possession 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 and repossess the same as of the Landlord's former estate and expel the Tenant and those claiming through or under the Tenant, and remove the effects of both or either with force, if necessary, without being deemed guilty in trespass or of a forcible entry or detainer and without prejudice to any remedies for arrears of rent or preceding breach of covenants. In such event, the Landlord shall be entitled to recover from the Tenant all damages incurred by the Landlord by reason of the Tenant's default , including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, any real estate commission actually paid, the worth at the time of the unpaid rent for the balance of the term and any and all the leasing sums payable shall bear interest from the date due at the rate of eighteen percent (18%) per annum until paid. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such term or terms and at such rentals and upon such other terms and conditions as the Lessor in its sole discretion Landlord 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 If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be applied in order as follows: liable to Landlord for the payment of any indebtedness from the Lessee to the Lessor other than Rent due; to the payment of any costs deficiency 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 same shall 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 reentry or taking possession of said the Premises by Landlord shall be construed as an election on the Lessor's part to terminate this Agreement Lease unless a written notice of such intention is be given by the Landlord to the Lessee. Notwithstanding Tenant at the time of such reentry; but, notwithstanding any such reentry and reletting without termination, the Lessor Landlord may at any time thereafter elect to terminate this Agreement Lease for such previous breach. If as a result of Tenant's default hereunder, Landlord shall institute legal proceedings for the enforcement of Tenant's obligations, Tenant shall pay all costs incurred by reason of any defaultLandlord, in addition to any other remedy it may haveincluding reasonable attorney's fees.

Default and Remedies. IfIn the event: (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 statue 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 who might be thereon, together with all personal propertyproperty found therein; (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 from Landlord form 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 to, attorney's fees, advertising fees, fees and brokerage fees, 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, 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 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 Lessorof Landlord's part to terminate this Agreement Lease unless a written notice of such intention is be given to the LesseeTenant. 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 worth at the time of such termination of the excess of the amount of rent and additional rent reserved in this Lease for he 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. 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 hereunder 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 pay to Landlord, Landlord's reasonable attorney's fees.

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, remodelingrxxx 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 ’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 _________% 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: If (a) Tenant shall fail to pay the Lessee fails to comply with Base Rent, Additional Rent or any term, provision, conditioncharge due hereunder, or covenant of this Agreement; (b) Tenant shall fail to perform any of the Lessee deserts other covenants or vacates conditions herein contained on the Premises; part of Tenant, or (c) except as permitted by this Lease, if this Lease shall, by act of Tenant or by operation of law or otherwise, pass to any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amendedparty other than Tenant, or under any similar law or statute of the United States or any state thereof; (d) the Lessee becomes Tenant or any guarantor shall become insolvent or makes a transfer in fraud of creditors; (e) the Lessee makes bankrupt or make an assignment for the benefit of creditors; , or (e) a receiver or trustee of Tenant's or any guarantor's property shall be appointed and such receiver or trustee, as the case may be, shall not be discharged within 60 days after such appointment, or (f) a receiver is appointed for Tenant shall abandon the Lessee or any of the assets of the LesseePremises, then in any such case, Landlord may, upon notice to Tenant, recover possession 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 reenter the Premises either with without affecting Tenant's liability for past rent and other charges due or without process of law future rent and other charges to expelaccrue hereunder. Landlord may, remove and put out the Lessee or but shall not be obligated to, cure any other persons thereon, together with all personal property; default by Tenant (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, specifically including, but not limited toby way of limitation, attorneyTenant's failure to obtain insurance, make repairs, or satisfy lien claims); and whenever Landlord so elects, all costs and expenses paid by Landlord in curing such default, including without limitation reasonable attorneys' fees, advertising feesshall be payable to Landlord as Additional Rent due on demand, and brokerage fees, and together with interest at the rate provided in Section 24 below from the date of the advance to the payment date of repayment by Xxxxxx to Landlord. No receipt of money by Landlord from Tenant after the expiration or termination of this Lease or after the service of any repairsnotice or after the commencement of any suit, renovationor after final judgment for possession of the Premises shall reinstate, remodelingcontinue or extend the Term of this Lease or affect any such notice, redecorationsdemand or suit. If Landlord fails to perform any covenant, alterationsterm, agreement or condition of this Lease within thirty (30) days after Landlord’s receipt from Tenant of a written notice describing in reasonable details such failure to perform (except that such thirty (30) day period shall be automatically extended for an additional period of time reasonably necessary to cure such default if such default cannot be cured within such original thirty (30) day period and changes provided Landlord commences the process of curing such default within said original thirty (30) day period and continuously and diligently prosecutes such cure to completion), then Tenant shall have the right to (i) terminate this Lease effective as of the date that is sixty days after the date of such notice, and/or (ii) pursue any and all remedies available under this Lease, at law or in the Premises; equity. Notwithstanding anything to the payment of Rent and additional Rent due and payable hereunder and interest thereon; andcontrary herein, 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 Tenant 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 have no right to terminate this Agreement unless Lease if Landlord, in good faith, contests its obligation to cure any claimed default or provides a written notice good faith statement 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 its intended cure of any default, in addition default and prosecutes such cure to any other remedy it may havecompletion.

Default and Remedies. If: Any of the following shall constitute a default by Lessee under this Lease (atime of performance being of the essence of this Lease): (i) the Lessee fails Lessee’s failure to pay Rent or any other payment under this Lease within five (5) days after written notice from Lessor; provided, however, that Lessor shall not be required to give such written notice more than twice in any 12-month period, (ii) Lessee’s failure to comply with any term, provision, condition, or covenant other provision of this Agreement; Lease within fifteen (b15) days following written notice from Lessor specifying the Lessee deserts or vacates the Premises; noncompliance, (ciii) any petition is filed by or against the Lessee under any section or chapter of the Federal Bankruptcy ActLessee’s insolvency, 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 its creditors; , commencement of proceedings under any provision of any bankruptcy or insolvency law, or the appointment of a receiver for Lessee’s properties, or (fiv) a receiver is appointed for the Lessee Lessee’s vacation or any abandonment of the assets Premises without the written consent of the LesseeLessor. Upon any default, 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 repairthe following remedies, 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 which are intended to be paid by the Lessee under this Agreement, the Lessee shall pay any such deficiency to the Lessor cumulative 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 remedies provided under applicable law or under this Lease: (a) Lessor may haveat its option terminate this Lease, without prejudice to its right to damages for Lessee’s breach, (b) with or without termination, Lessor may enter and retake possession of the Premises by any means (including self- help) and may use or relet the Premises without accepting a surrender or waiving the right to damages, (c) Lessor may recover aJI damages caused by Lessee’s default, including but not limited to an amount equal to delinquent Rent and future Rent Jxxx because of the default.

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. If: (a) 8.1 Notwithstanding anything to the Lessee contrary contained in this Agreement, if Seller fails to comply perform any of its obligations or agreements contained herein prior to Closing in accordance with any term, provision, condition, or covenant the terms of this Agreement; Agreement and fails to cure such default within five (b5) 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 Actbusiness days following written notice thereof from Purchaser, then, as amendedPurchaser’s sole and exclusive remedy, 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 Purchaser shall be in default and the Lessor shall have the option to do any one or more of the followingelect either: (i) enter to terminate this Agreement, in which event, the Premises either with or without process Title Company shall immediately return the Exxxxxx Money to Purchaser, and, Seller shall within 10 days after receipt of law and to expel, remove and put out the Lessee or any other persons thereona reasonably detailed statement therefor from Purchaser, together with reasonable supporting documentation evidencing such costs and expenses, reimburse to Purchaser all personal property; third party out of pocket costs and expenses incurred by Purchaser in connection with the Transaction, up to a maximum of $30,000.00, including reasonable legal fees and due diligence expenses, and upon such termination and payment of such reimbursement, neither party shall have any further rights, liabilities or obligations under this Agreement (except for those that expressly survive termination), or (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 enforce specific performance 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 provided that any suit for specific performance must be brought within thirty (30) days after Seller’s default, failing which, Purchaser shall pay any such deficiency be deemed to have waived its right to specific performance to the Lessor and such deficiency shall be calculated and collected maximum extent permitted by law. In the Lessor on event specific performance is not available to Purchaser because Seller has sold, transferred, or otherwise conveyed the Property to a monthly basis. No such re-entry or taking possession bona fide third party in breach of said Premises shall be construed as an election on this Agreement, then, in the Lessor's part to terminate this Agreement unless a written notice event of such intention is given to the Lessee. Notwithstanding any such reletting without termination, the Lessor may at any time terminate termination of this Agreement by reason of any defaultPurchaser, in addition to the return of the Exxxxxx Money to Purchaser and payment of such reimbursement amount as aforesaid up to a maximum of $30,000.00, Seller shall, within five (5) business days thereafter, pay to Purchaser, as liquidated damages and not as a penalty, an amount equal to the amount of the Exxxxxx Money, the same being deemed Purchaser’s damages on account thereof, the exact amount of damages to be suffered by Purchaser on account of any other remedy it may havesuch default being difficult if not impossible to ascertain and Purchaser and Seller agreeing that such amount is a reasonable approximation of the damages to be suffered by Purchaser on account thereof.

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: In case Lessee shall default in the performance of any covenant or agreement herein contained and such default shall continue for thirty (30) days after receipt by Lessee of written notice thereof by Lessor, then Lessor at its option may declare this Lease terminated and may re-enter the leased premises with due process of law and remove all persons therefrom; provided however, that if the default is (1) non-payment of any rent obligation, (2) a health hazard, or (3) physical damage to the premises, then the written notice period shall just be seven (7) days rather than thirty (30) days. The exercise by Lessor of the right of re-entry shall not be a bar to, or prejudice in any way, any other legal remedies available to Lessor. If Lessor shall commit a substantial default in a performance of any covenant or agreement herein contained and such default shall continue for ten (10) days after receipt by Lessor of written notice given by Lessee, then no rent shall be paid or become payable under this Lease for such time as such default shall continue after the expiration of said 10-day period. Notwithstanding any other provisions contained in this Lease, in the event (a) the Lessee fails to comply with any term, provision, conditionor its successors or assignees shall become insolvent or bankrupt, or covenant of if it or their interests under this Agreement; Lease shall be levied upon or sold under execution or other legal process, or (b) the Lessee deserts depository institution then operating on the leased premises is closed, or vacates is taken over by any depository institution supervisory authority ("Authority"), Lessor may, in either such event, terminate this Lease only with the Premisesconcurrence of any Receiver or Liquidator appointed by such Authority; (c) any petition provided, that in the event this Lease is filed terminated by the Receiver or against Liquidator, the Lessee under any section maximum claim of Lessor for rent, damages, or chapter indemnity for injury resulting from the termination, rejection, or abandonment of the Federal Bankruptcy Act, as amended, or under any similar unexpired Lease shall by 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 no event be in default an amount exceeding an amount equal to all accrued 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) unpaid 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 date 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 ’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 Borrower shall be in default hereunder for failure to comply with pay, when due, any term, provision, condition, sum due to GPC Fine Arts Division or covenant of this Agreement; (b) the Lessee deserts failure to perform any other obligation owing to GPC Fine Arts Division or vacates the Premises; (c) if any petition is bankruptcy or similar proceedings under federal or state law shall be filed by or against the Lessee under borrower or if borrower makes 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 its creditors; or (f) a receiver is appointed for . Upon 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 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 default GPC Fine Arts Division may at any time terminate this Agreement by reason of any defaultduring the continuance thereof, and in addition to all other rights and remedies available herein, at law and inequity, (1) terminate the loan of all instruments/equipment rented to borrower; (2) require customer to return all loaned, or repossess all such instruments/equipment, and/or (3) recover from customer all amounts payable hereunder, (4) sue for and recover all rents and other amounts then due, or thereafter accruing under the terms of this contract; (5) take possession of any, or all of the equipment, wherever it may be located, without demand or notice, without any court order or other process of the law, and without incurring any liability to borrower for any damages occasioned by such taking of possession; (6) pursue any other remedy it not, or hereafter, existing at law or in equity not withstanding, any such action that GPC Fine Arts Division may havetake, including taking possession of any, or all of the equipment borrower shall remain liable for the full performance of all of its obligations hereunder provided, however, that if GPC Fine Arts Division in writing, terminates this contract as to any item of equipment, borrower shall not be liable for renting respect of such item accruing after the date of such termination.. GPC Fine Arts Division shall not have any duty to account to borrower for the proceeds of any disposition of equipment subsequent to return or repossession. No waiver of any default shall waive any other or subsequent default. Borrower shall reimburse GPC Fine Arts Division for all costs and expenses incurred by GPC Fine Arts Division in enforcing its rights hereunder, including reasonable attorney’s and legal fees.

Default and Remedies. If: (a) the Lessee fails If LESSEE shall fail 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 pay any of the assets royalties or other payments at the time and in the manner herein provided, or shall fail to keep and perform any of the Lesseecovenants and agreements on its part to be kept and performed hereunder, and continues any such failure to pay or continues without diligently proceeding to remedy such default for a period of sixty (60) days after receiving written notice from LESSOR, then in the LESSOR may at its option cancel and void this Lease, and the LESSOR may thereupon enter upon the leased premises and expel the LESSEE therefrom. In the event of any such failure to pay by LESSEE, LESSOR shall have a lien upon any structures, equipment, machinery, improvements and rights and privileges of such eventsLESSEE to secure the payment for all coal mined; provided, however, the Lessee property of every kind put on the leased premises by the LESSEE or used in connection with the operations thereof, shall at all times be in default and remain the Lessor shall have the option to do any one or more property of the following: (i) enter LESSEE, with the Premises either with or without process of law full and free right to expel, remove and put out the Lessee same at any time subject to the above granted lien. Upon a default pursuant to this paragraph or any other persons thereonprovision of this Lease, the LESSEE agrees to furnish and supply to the LESSOR copies of any and all mine maps and records pertaining to the leased premises. If any dispute shall arise concerning the payment of royalties and it shall be later proven that the LESSEE has not paid sufficient royalties under the provisions of this Lease, the LESSEE agrees that in addition to all royalties as to which it shall have defaulted, it shall promptly pay the same whenever the amount is ascertained, together with all personal property; (ii) terminate this Agreement; (iii) rent said Premises interest at the highest lawful rate. In the event of a dispute concerning the amount or any part thereof for such term or terms persons entitled to royalties, LESSEE may withhold and at such terms escrow with interest the amount in dispute until the dispute is finally resolved. The rights and conditions as the Lessor in its sole discretion may deem advisable, with the right to repair, renovate, remodel, redecorate, alter, remedies granted hereunder are cumulative 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 rights which the LESSOR may havehave at law or in equity and forebearance by the LESSOR with respect to any particular breach or default shall not constitute a waiver of such rights with respect to any subsequent period.

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 Commercial 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, or at any later address designated in writing by Lessee. Lessor may sell the Lessee shall pay Equipment without giving any such deficiency warranties as to the Lessor and such deficiency shall be calculated and collected by the Lessor on a monthly basisEquipment. 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 disclaim any time terminate this Agreement by reason warranties of title, possession, quiet enjoyment, or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any default, in addition to any other remedy it may havesale of the Equipment.

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) the Lessee Obligor shall be in default hereunder if: (i) Obligor fails to comply with pay any term, provision, condition, Payment or covenant of this Agreement; any other payment required hereunder within ten (b10) the Lessee deserts or vacates the Premises; (c) any petition is filed by or against the Lessee under any section or chapter 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) the Lessee becomes insolvent Obligor fails to observe, keep or makes perform any other term or condition of this Master IPA or a transfer in fraud Schedule and such failure continues for thirty days following receipt of creditorswritten notice thereof from Payee; (eiii) the Lessee makes an assignment any representation or warranty made by Obligor herein or in any document delivered to Payee in connection herewith shall prove to be false or misleading in any material respect; (iv) Obligor defaults under any other material obligation to Payee, provided that Obligor shall have thirty (30) days after notice of such default, or such longer period of time as may be necessary to cure such default so long as Obligor commences to cure such default within such thirty (30) day period and thereafter uses commercially reasonable efforts to pursue such cure; (v) Obligor or any guarantor becomes insolvent, dissolves, or assigns its assets for the benefit of creditors, or enters any bankruptcy or reorganization proceeding; or (fvi) a receiver is appointed for the Lessee or any guarantor of the assets Master IPA dies or does not perform its obligations under the guaranty; (vii) Obligor undergoes a change in ownership or control of any type, that in the LesseePayee’s reasonable judgment, then results in a deterioration of Obligor’s creditworthiness; and/or (vii) Obligor defaults on any of such eventsobligation owed to PNC Bank, National Association, including but not limited to those obligations set forth in the Lessee shall be Cross Collateralization Agreement. (b) If Obligor is in default and the Lessor default, Payee shall have the option right to do take any one or more of the followingfollowing actions: (i) enter the Premises either with cancel or without process of law and to expel, remove and put out the Lessee terminate any or all Schedules or any other persons thereon, together agreements that Payee has entered into with all personal propertyObligor; (ii) terminate proceed by appropriate court action or actions at law or in equity to enforce performance by Obligor of the terms and conditions of this AgreementMaster IPA or any defaulted Schedule and/or recover damages for the breach thereof; (iii) rent said Premises by written notice to Obligor, which notice shall apply to all Schedules hereunder except as specifically excluded therefrom by Payee, declare due and payable, and Obligor shall without further demand, forthwith pay to Payee an amount equal to any unpaid Payment 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; and/or (iv) exercise any part thereof for such term other right or terms and remedy available at such terms and conditions as the Lessor law or in its sole discretion may deem advisable, with equity. Payee shall also have the right to repair, renovate, remodel, redecorate, alter, and change said Premises. At authorize the option developer of the Lessor, rents received by the Lessor from such reletting shall be applied in order as follows: Licensed Software to terminate access to the payment Licensed Software, free from all claims by Obligor. Termination of the Licensed Software shall not constitute a termination of this Master IPA or 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 Schedule 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.Payee so notifies

Default and Remedies. If10.1 The occurrence of any one or more of the following shall constitute an Event of Default under this Lease: (i) a failure by Tenant to make (regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceeding, in law, in equity, or before any administrative tribunal, which have or might have the effect of preventing Tenant from complying with the provision of this Lease) any payment of rent, additional rent or other sum herein required to be paid by Tenant on the date when such payment is due; (ii) a failure by Tenant to duly perform and observe, or a violation or breach of, any other provision of this Lease, which failure, violation or breach continues uncorrected for a period of thirty (30) days; (iii) Tenant shall (a) the Lessee fails to comply with any termvoluntarily be adjudicated a bankrupt or insolvent, provision, condition, or covenant of this Agreement; (b) seek or consent to the Lessee deserts appointment of a receiver or vacates trustee for itself or for any of the Premises; , (c) any file a petition is filed by commencing a voluntary case under the bankruptcy or against the Lessee under any section or chapter of the Federal Bankruptcy Act, as amended, or under any other similar law or statute laws of the United States States, any state or any state thereof; jurisdiction, (d) the Lessee becomes insolvent or makes make a transfer in fraud of creditors; (e) the Lessee makes an general assignment for the benefit of creditors, or (e) be unable to pay its debts as they mature; (iv) a court shall enter an order, judgment or decree appointing, with the consent of Tenant, a receiver or trustee for it or for any of the Premises or approving a petition filed against Tenant which seeks relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, and such order, judgment or decree shall remain in force, undischarged or unstayed, ninety (90) days after it is entered; (v) the Premises shall have been abandoned; (vi) Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; or (fvii) a receiver is appointed for the Lessee estate or interest of Tenant in 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 levied upon or attached in any proceeding or such process shall not be vacated or discharged within ninety (90) days after such levy or attachment. Upon the Lessor's part to terminate this Agreement unless a written notice 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 event or events of any default, default and in addition to any or all other remedy it may rights or remedies of Landlord hereunder and by the law provided, Landlord shall have., at its option and without further notice or demand of any kind to Tenant or any other person:

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) Borrower shall be deemed in default under this Restated 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) 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 eventsRestated Credit Agreement. In addition to all other rights and remedies granted to Administrative Agent by this Restated Security Agreement, the Lessee shall be in default Restated Credit Agreement, the other Credit Documents, the UCC and other applicable Governmental Rules, Administrative Agent may, upon the Lessor shall have occurrence and during the option to do 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 Administrative Agent's security interests in any or all Collateral in any manner permitted by applicable Governmental Rules or in this Restated Security Agreement; (b) notify any or all Account Debtors to make payments on Receivables directly to Administrative Agent; (c) direct any Depositary Bank or Intermediary to liquidate the account(s) maintained by it, pay all amounts payable in connection therewith to Administrative Agent and/or deliver any proceeds thereof to Administrative Agent; (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 Administrative Agent may determine; (e) require Borrower to assemble the Collateral and make it available to Administrative Agent at a place to be designated by Administrative Agent; (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 Borrower under any Related Contracts or otherwise prepare and preserve Collateral for disposition in any manner and to expelthe extent Administrative Agent deems appropriate. In furtherance of Administrative Agent's rights hereunder, remove and put out the Lessee Borrower hereby grants to Administrative Agent an irrevocable, non-exclusive license (exercisable without royalty or other payment by Administrative Agent) to use, license or sublicense any patent, trademark, tradename, copyright or other persons thereonintellectual property in which 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 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 Borrower 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. 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. 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 Commercial 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 Lessor in its sole discretion may deem advisablelike, with 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 repairtrial by jury in any proceeding arising out of this Lease. Nothing herein contained will require Lessor to re-lease, renovate, remodel, redecorate, alter, and change said Premises. At the option sell or otherwise dispose of the Lessor, rents received by the Equipment. No remedy of Lessor from such reletting hereunder shall be applied in order as follows: to the payment exclusive of any indebtedness from the Lessee other remedy herein or provide by law, but each shall be cumulative and in addition to the Lessor every other than Rent due; to the payment remedy. A waiver of a default shall not be a waiver of any costs and expenses of such relettingother or a subsequent default. If allowed by law, including, but not limited to, attorney's fees, advertising fees, and brokerage fees, and to "the payment reasonable fees for attorneys" retained by Lessor shall include the amount of any repairsflat fee, renovationretainer, remodeling, redecorations, alterations, and changes contingent fee or the hourly charges of any attorney retained by lessor in enforcing any of Lessor's rights hereunder or in the Premises; prosecution or defense of any litigation related to this Agreement or the payment of Rent and additional Rent due and payable hereunder and interest thereon; and, if after applying said rentals there is any deficiency 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 Rent and additional rent and interest to be paid by the Lessee under address set forth in 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. 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.