Common use of Default and Termination Clause in Contracts

Default and Termination. (a) In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. A. If Lessee defaults in the performance of any terms of this Agreement and that default remains for a period of thirty (a30) In days after written notice of default to Lessee at Lessee’s address above, Lessor may terminate this Agreement or declare the event that full amount of rent remaining to be paid hereunder due and, in the Property has been sold contrary to or any person bids in contravention former event, may re-enter and repossess all of the provisions in Clauses 2 premises, with process of law, and 3 above, then such sale remove Lessee and require Lessee to remove the hangar and personal property from the premises. Lessor may also use any manner allowed by law to regain possession of the premises including but not limited to forcible entry and detainer under the laws of the State of Wyoming and Lessee shall be cancelled subject to eviction and become null removal with process of law. Lessor shall also be entitled to recover all costs, rental fees, attorney fees and void expenses due Lessor by Xxxxxx. B. Upon termination of this Agreement, whether by expiration of the term or through termination, the Lessee shall within sixty (60) days from date of notice remove all personal property from the premises. If Lessee does not remove such property within sixty (60) days after the termination or expiration of this Agreement, Lessor may sue Lessee in any manner allowed by law to evict Lessee and of no further effect wherein all monies paid by such property including but not limited to forcible entry and detainer and eviction. Lessor shall have a lien on such property and may foreclose on the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited same pursuant to the Assignee/Bank absolutely and immediatelylaws of the State of Wyoming. (b) If C. Neither party shall be held to be in breach of the Purchaser defaults in complying with Agreement because of any failure to perform any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (obligations hereunder if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that said failure is due to any act of default and/or omission cause for which it is not responsible and over which it has no control. However, this shall not apply to failure by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded Lessee to the Purchaser free of interestpay rental fees or other charges pursuant to this Agreement. (d) If in the meanwhile the Purchaser has entered into D. Upon termination or expiration of this Agreement, and provided a new lease is not negotiated pursuant to paragraph four, said Xxxxxx agrees to surrender and deliver up possession of the Propertypremises to Lessor, then and Xxxxxx shall have the Purchaser is liable at own costs right to reinstate remove the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days hangar from the date of notification of such termination failing which premises providing it leaves the Purchaser shall pay premises in the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps same or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out better condition as when entered upon by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Lessee; in the event there Lessee does not remove the hangar within a period of one hundred eighty (180) days after the termination or expiration of this Agreement Lessor may sue Lessee in any manner allowed by law to evict Xxxxxx and Xxxxxx’s hangar from the land including but not limited to forcible entry and detainer and eviction. “Same or better condition” means that the hangar foundation, floor or apron should be left in-place if it is any residuein suitable condition for use with a new hangar but should be removed from the premises if it is not. E. This Agreement may also be terminated upon mutual written agreement by the parties. F. The parties are entitled to all rights pursuant to the laws of the State of Wyoming regarding unlawful entry and detainer, the said residue shall be refunded to foreclosure of liens, and the Purchaser free power of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchasereminent domain. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank Assignee absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank Assignee may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank Assignee absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank Assignee or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank Assignee within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank Assignee interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank Assignee reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank Assignee shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank Assignee failing which the Assignee/Bank Assignee shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank Assignee with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank Assignee shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank Assignee at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank Assignee shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) In the event that Seller becomes unable to meet the Property has been sold contrary delivery deadline contained in the Purchase Order, or is unable to or any person bids in contravention perform to the terms of the provisions Purchase Order for any reason, Seller must notify Buyer in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and writing immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) . In the event of default by Seller in the sale being set aside performance of any obligations hereunder, Buyer may, at its option, cancel the Purchase Order without penalty or liability and may hold Seller responsible for any reason whatsoever by all damages arising out of such default. Default shall be deemed to occur if, in the Assignee/Bank or by an Order reasonable opinion of Court (Buyer, Seller is unable to comply with its obligations under the Purchase Order. Buyer may, at its option, for reasons other than that due Seller’s default, terminate or suspend the Purchase Order, in whole or in part, and Seller shall stop all performance hereunder, except as otherwise directed by Buyer. Seller shall promptly advise Buyer of the quantities of goods and raw materials on hand or purchased prior to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void termination and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price most favorable disposition that Seller can make thereof. Seller shall be refunded comply with any instructions of Buyer regarding disposition of goods and raw materials. Seller shall submit to the Purchaser free Buyer written notice of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs its intention to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank submit claims based upon such termination within fourteen (14) 15 days from the date of notification notice of termination, and all such termination failing which the Purchaser claims shall be made in detail and substantiated by bills, receipts, and similar documents within 30 days thereafter, or such claims shall be waived. Buyer shall pay Seller the Assignee/Bank interest at agreed price for services properly rendered, the rate order price of [10% per annum] on finished goods accepted by Buyer, and the total Purchase Price calculated on daily basis from the date cost to Seller, excluding profits and losses, of such notification work in progress and raw materials relating to the date of actual delivery of vacant possession and Purchase Order. Buyer reserves the Assignee/Bank reserves its right to take all further necessary steps verify such claims at any reasonable time by inspecting and auditing the records, facilities, work or actions materials of Seller relating to recover the Purchase Order. Buyer will make no payments for finished work, work in progress, or resume possession raw materials fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements under the Property at Purchase Order. Notwithstanding the Purchaser's costs and expensesabove, payments made under this section shall not exceed the aggregate price specified in the Purchase Order, less any payments made or to be made. In Payment provided under this paragraph shall constitute Buyer’s only liability in the event the sale Purchase Order is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserterminated. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. In the event Mallards shall default in any of the amounts due to City as set forth in this Agreement or in the observance of any of the covenants, agreements, commitments, or conditions herein contained, and any such default shall continue unremedied for a period of fifteen (15) days after written notice thereof to Mallards, or (a) In Mallards shall make an assignment of its property for the event that the Property has been sold contrary to benefit of creditors, or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale Mallards shall petition a court to be adjudged a bankrupt, or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale if a petition in bankruptcy shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. filed in any court against Mallards for more than thirty (30) days, or (d) If in the meanwhile the Purchaser has entered into possession if Mallards be judicially determined to be insolvent, or (e) Mallards shall be adjudged a bankrupt, or (f) if a receiver or other officer shall be appointed to take charge of the Propertywhole or any part of Mallards' property or to wind up or liquidate it affairs, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession or (g) if Mallards shall seek a reorganization under any of the Property terms of the National Bankruptcy Act, as amended, or under any other insolvency law, or (h) Team shall admit in writing its inability to the Assignee/Bank within fourteen pay its debts as they become due, or (14i) if any final judgment shall be rendered against Mallards and remain unsatisfied for a period of thirty (30) days from the date on which it becomes final; or (j) if Mallards shall abandon the facility, City may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Mallards, including expressly the specific enforcement hereof, forthwith have the cumulative right to immediately terminate this Agreement and all rights of notification the Mallards hereunder and require payment of the Performance bond as set forth in Section 12.c.; but such receipt of payment from the performance bond and/or cancellation shall not constitute a cancellation or a waiver by the City of the remainder of the total amounts payable to City, or for any damages or losses for the unexpired portion of the demised term which may be sustained by the City on account of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves default, assignment, insolvency, adjudication, or other default as provided hereinabove in this Section, including any expenses incurred in exercising its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expensesrights in this Agreement. In the event of lapse of insurance policies or coverage and protection as required by this Agreement City may, without notice of default, declare this Agreement terminated. Mallards shall have no access rights to or use of Ballpark unless all insurance policies required by this Agreement are in full force and effect. In the sale is terminated for any reason whatsoeverevent of default as defined in this Section, City may declare the Assignee/Bank shall not be liable to present value (discounted at the Purchaser prime rate of Citicorp Bank, N.A.) of the balance of the Game Rental Fee for the cost term of any improvements Agreement immediately due and payable and if not paid within ten (10) days after written notice to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residueMallards, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover immediate payment from the same. For this purpose a certificate duly signed by an officer surety of the Assignee/Bank verifying entire unpaid balance of the amount rent due as well as other costs incurred by City. In the event of such costs termination of this Agreement for default, Mallards may make no claim for compensation for the capital improvements furnished under Section 8.b. and expenses the Improvement Agreement and City shall retain title and ownership of the said Ballpark, together with all buildings and improvements thereon, without any payment whatsoever to Mallards. No improvements, buildings or fixtures shall be accepted by removed from the Purchaser as correct and conclusive. It shall be deemed final and binding upon above-described Ballpark during the Purchaser. (e) Subject as aforesaidterm of this Agreement or renewal period of this Agreement without the written consent of City, the Purchaser shall not be entitled to nor have except any equipment or further reimbursements, claims, demands or legal recourses trade fixtures of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents Mallards which Mallards lawfully removes prior to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum termination of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the samethis Agreement. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a1) If either Party fails to perform any obligation required to be performed hereunder, the non-defaulting Party may give the defaulting Party notice to remedy the default, and if the defaulting Party does not commence to remedy the default within thirty (30) days after receiving the notice and proceed diligently and continuously to remedy it, the non-defaulting Party may by notice to defaulting Party in writing terminate this Agreement. (2) If, as a result of the Action or any breach of the representations, warranties and covenants contained herein, whether such a breach is the result of the actions of Pinnacle or any of the Affiliates, or if Pinnacle or any of the Affiliates is no longer entitled to the ownership of SFD Technology and the right to utilize the SFD Technology is granted to any other person other than as provided in clause 5(a), Encal may terminate this Agreement by providing written notice of same to Pinnacle. (3) In the event that the Property has been sold contrary to or this Agreement is terminated as provided in this clause, any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid lands owned jointly by the Purchaser hitherto including Parties hereto shall continue to be governed by the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelyOperating Procedure or applicable Third Party Agreement. (b4) If Subject to clause 10 hereof, should Pinnacle fail to pay its proportionate share of any cash calls or authorities for expenditure issued and delivered by Encal to Pinnacle in relation to a test well, or any other operations on an Exploratory Prospect, then, at the Purchaser defaults option of Encal, Encal may treat the non-payment as a lien on production in complying favour of Encal pursuant to the applicable operating procedure or may elect to treat the non-paid amount and any applicable interest thereunder as a debt due and owing from Pinnacle to Encal which may be collected by Encal in accordance with any provisions of these Conditions law or equity and, Encal shall have the right to set-off the subject debt and any interest or penalty amounts owing against any other amounts payable or paid by Pinnacle to Encal including any production on any other lands under the terms of Sale this Agreement or in payment of any sums payableamounts payable under a Royalty Agreement, then or under the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation terms of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited Operating Procedure applicable to the Assignee/Bank absolutely and immediatelyany such lands. (c5) In Should Encal fail to pay its proportionate share of any cash calls or authorities for expenditure in relation to a test well, or any other operations on any Exploratory Prospect, then, at the event option of Pinnacle, Pinnacle may treat the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order non-payment as a lien on production in favour of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded Pinnacle pursuant to the Purchaser free applicable operating procedure or may elect to treat the non-paid amount and any applicable interest thereunder as a debt due and owing from Encal to Pinnacle which may be collected by Pinnacle in accordance with any provisions of interest. (d) If in law or equity and, Pinnacle shall have the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off the subject debt and any interest or penalty amounts owing against any other amounts paid by Encal to Pinnacle including any production on any other lands under the monies paid herein towards account terms of this Agreement or any amounts payable under a Royalty Agreement, or under the terms of the Purchase Price and thereafter in the event there is Operating Procedure applicable to any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserlands. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) 5.1 If the Subcontractor defaults or neglects to carry out the Work in accordance with this Subcontract and fails within two working days after receipt of written notice from the Contractor to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, without prejudice to any other remedy the Contractor may have, make good such deficiencies and may deduct the cost thereof from the payments then or thereafter due the Subcontractor. 5.2 If the Subcontractor persistently or repeatedly falls or neglects to carry out the Work in accordance with the Subcontract Documents or otherwise to perform in accordance with this Agreement and fails within two working days after receipt of written notice to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, after two working days following receipt by the Subcontractor of an additional written notice and without prejudice to any other remedy the Contractor may have, terminate the Subcontract and finish the Subcontractor's Work by whatever method the Contractor may deem expedient. 5.3 In the event that the Property has been sold contrary Contractor shall elect to or any person bids in contravention of the provisions in Clauses 2 and 3 aboveproceed as provided under Paragraph 5.2 hereof, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser Subcontractor shall not be entitled to nor have receive any payment under the Subcontract which might otherwise be due it until the Work shall be finished and payment in full therefor shall be made by Owner to Contractor, at which time, if the unpaid balance of the amount to be paid under this Subcontract shall exceed the expenses incurred by Contractor in completing and correcting Subcontractor's Work, plus any costs and damages sustained by Contractor by reason of such failure or further reimbursementslack of performance by Subcontractor, claimsincluding but not limited to delay damages, demands or legal recourses attorney's fees, costs of action or remedies whatsoever administration, and a reasonable allowance for overhead and profit, such excess shall be paid by Contractor to Subcontractor, but if such expense plus costs and damages shall exceed such unpaid balance, Subcontractor and its surety shall be liable to Contractor for such deficiency. A determination of default made by Contractor in nature good faith under the belief that a default exists under the terms hereof, shall be conclusive on the fact of such default and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereofContractor’s right to proceed as herein provided. (f) 5.4 The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stampedContractor may, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a any time, place terminate the Subcontract for the Contractor’s convenience and reserve price to be fixed without cause. Upon receipt of written notice from the Contractor of such termination the Subcontractor shall (a) cease operations as directed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency Contractor in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.notice;

Default and Termination. (a) In SFS may not terminate this Agreement prior to its expiration except for "good cause," which shall mean the occurrence of any event that of default described below. Upon the Property occurrence of any event of default, SFS may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Franchise Owner's rights hereunder effective: immediately upon the date SFS gives written notice of termination, upon such other date as may be set forth in such notice of termination, or in those instances enumerated below in subparagraph (i), automatically upon the occurrence of, or the lapse of the specified period following, an event of default. The occurrence of any one or more of the following events shall constitute an event of default and grounds for termination of this Agreement by SFS: (i) Automatically, without notice or action required by SFS, if Franchise Owner becomes insolvent or makes a general assignment for the benefit of creditors, or, unless otherwise prohibited by law, if a petition in bankruptcy is filed by Franchise Owner, or such a petition is filed against and consented to by Franchise Owner or not dismissed within thirty (30) days, or if a bill xx equity or other proceeding for the appointment of a receiver of Franchise Owner or other custodian for Franchise Owner's business or assets is filed and consented to by Franchise Owner, or if a receiver or other custodian (permanent or temporary) of Franchise Owner's assets or property, or any part thereof, is appointed; (ii) If Franchise Owner fails to pay any financial obligation pursuant to this Agreement within ten (10) days of the date on which SFS gives notice of such delinquency or immediately upon written notice if Franchise Owner is determined to have underreported its Gross Volume of Business during any month by two percent (2%) or more of the actual Gross Volume of Business during such month on two or more occasions during the term of this Agreement, whether or not Franchise Owner subsequently rectifies such deficiency; (iii) If Franchise Owner fails to commence construction of the Unit or to complete construction of the Unit and open the Franchised Business to the public within the respective time periods specified in Paragraph 7(c) hereof or, within such time periods, fails to at all times make a good faith reasonable effort to develop and construct the Unit; (iv) If Franchise Owner makes, or has been sold contrary made, any materially false statement or report to SFS in connection with this Agreement or application therefore; (v) If there is any violation of any transfer and assignment provision contained in Paragraph 12 of this Agreement; (vi) If Franchise Owner receives from SFS three (3) or more notices to cure the same or similar defaults or violations of this Agreement during any twelve (12) month period, whether or not such defaults are cured; (vii) If Franchise Owner fails, for a period of fifteen (15) days after notification of noncompliance by appropriate authority to comply with any law or regulation applicable to the operation of the Franchised Business, except Franchise Owner shall have the right to appeal the interpretation of any such law or regulation, during which time no default shall occur; (viii) If Franchise Owner violates through gross negligence or intentionally any covenant of confidentiality or nondisclosure contained in Paragraph 8 of this Agreement or otherwise discloses, uses, permits the use of, copies, duplicates, records, transmits or otherwise reproduces any manuals, materials, goods or information created or used by SFS and designated for confidential use within the SUBURBAN LODGE System without SFS's prior approval; (ix) If Franchise Owner or any person bids controlling, controlled by or under common control with Franchise Owner, or any principal officer or the designated manager of Franchise Owner or any such person, owning an interest in contravention the Franchised Business is convicted of a felony, or any other crime or offense that is reasonably likely, in the sole opinion of SFS, to affect adversely the SUBURBAN LODGE System, any SUBURBAN LODGE System unit, the Licensed Marks or the goodwill associated therewith; (x) If Franchise Owner fails to perform or breaches any covenant, obligation, term, condition, warranty or certification herein or fails to operate the Franchised Business as specified by SFS in the Confidential Operating Manual and fails to cure such noncompliance or deficiency within thirty (30) days after SFS's written notice thereof; provided, however, in the event such failure or breach cannot reasonably be expected to be cured within thirty (30) days, then for such additional time as may be reasonably required to cure such failure or breach, provided Franchise Owner commences such cure during the initial thirty (30) day period and thereafter promptly and diligently prosecutes same to completion, but not to exceed an additional thirty (30) days; (xi) If Franchise Owner abandons or ceases to operate all or any part of the provisions Franchised Business conducted under this Agreement for twenty-four (24) hours or longer (except as otherwise provided herein) or defaults under any mortgage, deed of trust or lease with SFS or any third party covering the Franchised Business or the Premises, and SFS or such third party treats such act or omission as a default, and Franchise Owner fails to cure such default to the satisfaction of SFS or such third party within any applicable cure period granted Franchise Owner by SFS or such third party; or (xii) If Franchise Owner or any guarantor(s) hereof default in Clauses 2 any other agreement with SFS, and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together default is not cured in accordance with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelyterms of such other agreement. (b) If Franchise Owner may not terminate this Agreement prior to the Purchaser defaults in complying with any expiration of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default term except as a repudiation result of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together SFS's material breach of this Agreement or otherwise with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) SFS's consent. In the event that Franchise Owner shall claim that SFS has failed to meet any obligation under this Agreement, Franchise Owner shall provide SFS with written notice of the sale being set aside for any reason whatsoever by the Assignee/Bank or by such claim, within six (6) months of its occurrence, specifically enumerating all alleged deficiencies and providing SFS with an Order of Court opportunity to cure, which shall in no event be less than thirty (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (1430) days from the date of notification receipt of such termination failing notice by SFS from Franchise Owner. Failure to give such notice shall constitute a waiver of any such alleged default. (c) If after opening the Franchised Business to the public the Unit suffers destruction or significant damage by act of God or other event beyond SFS and Franchise Owner's reasonable anticipation and Franchise Owner's control such that the Unit ceases to be operated in the normal course of business as an extended stay lodging facility, Franchise Owner shall promptly notify SFS in writing of the casualty event, giving information as to the availability of guest rooms. Franchise Owner shall advise SFS in writing within 60 days after the casualty event whether it will restore, rebuild and refurbish the Unit to comply with the approved building plans, which must be completed within 240 days after the Purchaser shall pay casualty event, or it elects to terminate the Assignee/Bank interest at the rate Agreement, effective as of [10% per annum] on the total Purchase Price calculated on daily basis from the date of notice. Franchise Owner's failure to make such notification an election within the time permitted shall be deemed an election to terminate the Agreement. Any termination under this paragraph shall require no payment of damages as set forth in Paragraph 14(f)(i)(B) hereof, provided Franchise Owner pays all amounts owed to SFS accruing prior to the effective date of actual delivery of vacant possession termination within 10 days after the termination notice is given or deemed to occur, and Franchise Owner follows the Assignee/Bank reserves its right post termination requirements set forth in Paragraph 14. Once undertaken, Franchise Owner's failure to take all further necessary steps or actions to recover or resume possession complete the restoration of the Property at Unit on time or to pursue the Purchasersame diligently shall permit SFS to terminate the Agreement. If the Unit is condemned, or such a substantial portion of the Unit shall be condemned such that continued operation in accordance with SFS's costs and expenses. In quality standards, or with adequate parking facilities, is commercially impractical, or the event the sale Unit or a substantial portion is terminated for any reason whatsoever, the Assignee/Bank shall not be liable sold to the Purchaser for condemning authority in lieu of condemnation, then the cost Agreement will be deemed terminated on the later of any improvements the date the Unit or substantial portion is conveyed to the Property carried out or taken over by the Purchasercondemning authority or the date the Unit ceases to operate as an extended stay lodging facility. The costs to reinstate the Property (if any damage is caused No damages will be owed under Paragraph 14(f)(i)(B) by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Franchise Owner in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by condemnation or sale if Franchise Owner notifies SFS about the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting condemnation within 10 days after it receives formal notice from the resale condemning authority and then pays SFS all amounts due under this Agreement or otherwise within 30 days after the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchasertermination date.

Default and Termination. (a) In At any time, should Subcontractor, in the event that sole opinion of the Property has been sold contrary General Contractor, refuse or neglect to supply a sufficient number of properly skilled workmen (including without limitation, failure to supply such workmen due to strikes, picketing, slowdowns or any person bids labor dispute) or materials in contravention proper quality or quantity, or fail in any respect to prosecute Subcontractor's Work in strict compliance with the Contract Documents or any separate portion thereof with promptness and diligence, or fail in the performance of any of the provisions in Clauses 2 agreements on its part contained herein, or become insolvent or any bankruptcy or receivership petition is filed by or against Subcontracto r, General Contractor may, after twenty-four (24) hours written notice to Subcontractor of such refusal and 3 aboveneglect, then provide any such sale shall be cancelled labor or materials and deduct the cost thereof from any money due or thereafter to become null due Subcontractor under this Subcontract; and void and forty-eight (48) hours after the notice, the General Contractor may also terminate Subcontractor's right to proceed with Subcontracto r's Work or such part of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited Subcontractor's Work as to the Assignee/Bank absolutely and immediatelywhich such defaults have occurred. (b) If In the Purchaser defaults in complying with event of such termination, General Contractor may enter upon the Subcontractor's premises and, for the purpose of completing Subcontractor's Work, take possession of all materials, equipment, tools and appliances thereon belonging to Subco ntractor and may finish Subcontractor's Work by whatever method General Contractor may deem expedient, including, without limitation, the hiring of another subcontractor or subcontractors as General Contractor may deem advisable. In such event, Subcontractor shall not be entitled to receive any of these Conditions of Sale or in further payment of any sums payable, then until Subcontractor's Work is finished and if the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation unpaid balance of the contract amount to be paid under the provisions of this Subcontract shall exceed all costs and terminate the sale expenses incurred by giving the Purchaser written notice thereofGeneral Contractor of finishing Subcontractor's Work plus such other costs and damages as General Contractor may suffer by reason of such failure on Subcontractor's part, in which event all monies such excess shall be paid by the Purchaser hitherto including the Deposit (together with the interest (to Subcontractor; however, if such expense, costs and damages exceed such unpaid balance, Subcontractor and its sureties , if any) earned thereon) shall, unless otherwise stated, shall be forfeited liable for and shall pay General contractor such difference promptly. Subcontractor acknowledges that it is reasonable for General Contractor to the Assignee/Bank absolutely employ a reputable substitute contractor upon a cost-plus or time and immediatelymaterial basis to complete Subcontractor's Work that has been partially performed. (c) In addition to and without waiving any other provision in the Subcontract, General Contractor may, without cause, order the Subcontractor in writing to suspend, delay, interrupt, or terminate Subcontractor's Work in whole or in part for such period of time as General Contractor may determine. In the event General Contractor orders a suspension or termination, the Subcontractor shall be entitled to an equitable adjustment of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default Subcontract Time and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interestSubcontract Sum. (d) If Solely in the meanwhile event of (c) above, an equitable adjustment shall be made for changes in the Purchaser has entered into possession of the PropertySubcontract Time and Subcontract Sum, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for including profit based upon any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for change in the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is performance, caused by the Purchaser in possession thereof) or expenses to recover possession suspension, delay, interruption, and/or termination of the Property from the Purchaser Subcontractor's Work. No adjustment shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded made to the Purchaser free of interest extent: (1) that performance is, was or if the monies paid are not sufficient to cover all such costs and expenseswould have been so suspended, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing delayed or interrupted by another cause for which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.Subcontractor is responsible; and (e2) Subject as aforesaid, the Purchaser shall not be entitled to nor have any that an equitable adjustment is made or further reimbursements, claims, demands or legal recourses denied under another provision of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereofthis Subcontract. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (aThe Sublessee shall be held in default under this Sublease when: i) In Sublessee shall fail to make payments of the event that the Property has been sold contrary to royalties, taxes, or any person bids in contravention other monies herein provided to be paid by Sublessee when they are due and payable. ii) Sublessee shall fail to keep, observe or perform any of the provisions covenants, agreements or conditions in Clauses 2 and 3 abovethis Sublease contained by or on the part of said Sublessee to be kept, then such sale observed or performed; iii) Sublessee shall make an assignment for the benefit of creditors; iv) Sublessee shall be cancelled adjudicated a bankrupt or file an application seeking bankruptcy; and/or v) Sublessee shall suffer or permit a receivership of Sublessee's property; Upon the occurrence of one or more events of default, Sublessor may, at its option, forthwith declare this Sublease forfeited and become null and void and of no further effect wherein all monies paid by thereupon the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, same shall be forfeited to and all rights hereunder of Sublessee shall immediately cease and determine; provided, however, that said option may only be exercised under (i) and/or (ii) above if any such event(s) of default shall continue for a period of ten (10) days after written notice from Sublessor requiring the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any curing or remedying of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation default. All of the contract rights and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event remedies of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale Sublessor shall be cancelled cumulative, and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable deemed to exclude Sublessor from any other legal or equitable remedy or remedies which it may have. Failure on the part of Sublessor to enforce any of the rights herein reserved by it on default for a period shall not operate as an estoppel or as a waiver against Sublessor or prevent it at any subsequent time from electing to exercise all or any of such rights for any subsequent default. Notwithstanding any provision in this Sublease to the Purchaser contrary, Sublessee shall be and at all times shall remain liable for mine closing and reclamation costs, including the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) perpetual or expenses to recover possession temporary treatment of the Property from the Purchaser water discharges; and Sublessee shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserhold Sublessor harmless therefrom. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. In the event the Lessee shall default in any of the amounts due to the Lessor as set forth in this Agreement or in the observance of any of the covenants, agreements, commitments or conditions herein contained or any such default shall continue un-remedied for a period of 30 days after written notice thereof to Lessee, or (a) In Lessee shall make an assignment of its property for the event that the Property has been sold contrary to benefit of creditors, or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale Lessee shall petition a court to be adjudged a bankrupt, or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) if a petition in bankruptcy shall be filed in any court against Lessee for more than 30 days, or (d) if Lessee shall be judicially determined to be insolvent, or (e) Lessee shall be adjudged a bankrupt, or (f) if a receiver or other officer shall be appointed to take charge of the whole or any part of Lessee’s property or to wind up or liquidate its affairs, or (g) if Lessee shall seek a reorganization under any of the terms of the National Bankruptcy Act, as amended, or under any other insolvency law, or (h) Lessee shall admit in writing its inability to pay its debts as they become due, or (i) if any final period of 30 days from the date on which it becomes final, or (j) if Lessee shall abandon the Leased Premises, the Lessor may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Lessee, including expressly the specific enforcement hereof, forthwith have the cumulative rights to immediately terminate this Agreement and all rights of the Lessee hereunder. Further, in the event of lapse of insurance policies or coverage and protection as required by this Agreement, the Lessor may, with a 15-day notice to the Lessee, declare this Agreement terminated. Lessee shall have no access rights to or use of the Leased Premises unless all insurance policies required by this Agreement are in full force and effect. In the event of termination of this Agreement for default, Lessee may make no claim for compensation for improvements and the sale being set aside for Lessor shall retain title and ownership of said Leased Premises, together with all buildings and improvements thereon, without any reason payment whatsoever by the Assignee/Bank to Lessee. No improvements, buildings or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale fixtures shall be cancelled and become null and void and removed from the Leased Premises during the term of no further effect wherein only monies paid by this lease or any renewal period of this lease without the Purchaser towards written consent of the Purchase Price shall be refunded Lessor, except any equipment or trade fixtures of Lessee which Lessee lawfully removes prior to the Purchaser free termination of interestthis lease. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. In the event the Lessee shall default in any of the amounts due to the Lessor as set forth in this Agreement or in the observance of any of the covenants, agreements, commitments or conditions herein contained or any such default shall continue un-remedied for a period of 30 days after written notice thereof to Lessee, or (a) In Lessee shall make an assignment of its property for the event that the Property has been sold contrary to benefit of creditors, or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale Lessee shall petition a court to be adjudged a bankrupt, or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) if a petition in bankruptcy shall be filed in any court against Lessee for more than 30 days, or (d) if Lessee shall be judicially determined to be insolvent, or (e) Lessee shall be adjudged a bankrupt, or (f) if a receiver or other officer shall be appointed to take charge of the whole or any part of Lessee’s property or to wind up or liquidate its affairs, or (g) if Lessee shall seek a reorganization under any of the terms of the National Bankruptcy Act, as amended, or under any other insolvency law, or (h) Lessee shall admit in writing its inability to pay its debts as they become due, or (i) if any final period of 30 days from the date on which it becomes final, or (j) if Lessee shall abandon the Property, the Lessor may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Xxxxxx, including expressly the specific enforcement hereof, forthwith have the cumulative rights to immediately terminate this Agreement and all rights of the Lessee hereunder. Further, in the event of lapse of insurance policies or coverage and protection as required by this Agreement, the Lessor may, with a 15-day notice to the Lessee, declare this Agreement terminated. Lessee shall have no access rights to or use of the Property unless all insurance policies required by this Agreement are in full force and effect. a. In the event of termination of this Agreement for default, Lessee may make no claim for compensation for improvements and the sale being set aside for Lessor shall retain title and ownership of said Property, together with all buildings and improvements thereon, without any reason payment whatsoever by the Assignee/Bank to Lessee. No improvements, buildings or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale fixtures shall be cancelled and become null and void and removed from the Property during the term of no further effect wherein only monies paid by this lease or any renewal period of this lease without the Purchaser towards written consent of the Purchase Price shall be refunded Lessor, except any equipment or trade fixtures of Lessee which Lessee lawfully removes prior to the Purchaser free termination of interestthis lease. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale Rent or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights Additional Rent herein reserved shall not have been paid when due and shall remain unpaid for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from day after written notice thereof is given by the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification OWNER to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps TENANT; or actions to recover or resume possession if any of the Property at other covenants, conditions and obligations of the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank TENANT under this Lease shall not be liable performed within thirty (30) days after written notice thereof is given by the OWNER to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest TENANT; or if the monies paid TENANT should be adjudicated a bankrupt or should a permanent receiver in insolvency or a permanent trustee in bankruptcy of the TENANT be appointed and said appointment shall not have been vacated within sixty (60) days; or should the TENANT make an assignment for the benefit of creditors or file a voluntary petition for reorganization under the Bankruptcy Act; or should the TENANT'S interest in this Lease be taken on execution or other process of law in any action against TENANT; or if the Premises are not sufficient abandoned or vacated for more than ten (10) days; or should any of the foregoing events occur in regards to cover any guarantor of this Lease; then and in each such case the OWNER may, at the OWNER'S option terminate this Lease without demand or further notice to TENANT; and thereafter the OWNER may enter the Premises, either with or without process of law, and repossess the Premises as of the OWNER'S former estate without any liability for so doing, and without prejudice to any other remedies; and TENANT shall indemnify OWNER during the remaining period before this Lease would otherwise expire against all such costs and expensesloss or damage suffered by reason of the termination, the Purchaser shall then reimburse and pay loss or damage, if any, for such Lease month to be paid at the balance end thereof. Nothing herein contained shall, however, limit or prejudice the right of OWNER to prove for an obtain in proceedings for bankruptcy or insolvency by reason of the termination, an amount outstanding equal to the Assignee/Bank failing which maximum allowed by any statute or rule of law in effect at the Assignee/Bank shall time when, and governing the proceedings in which, the damages are to be entitled to take all further necessary steps proved, whether or actions to recover not the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying amount be greater, equal to, or less than the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserloss or damage referred to above. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. 7.1 Any default by the Purchaser in payment of the Sale Price or any instalment thereof on the due dates, Additional Cost & Charges and other deposits payable by the Purchaser for whatsoever reasons and/or the failure on the part of the Purchaser to observe any of the covenants mentioned herein shall be construed as a breach of contract by the Purchaser and without prejudice to any other rights, the Developer at its sole discretion/option may :- (a) In continue with this Agreement and claim the event that the Property has been sold contrary to or any person bids amounts in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together default/arrears with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [1012% per annum] on the total Purchase Price calculated on daily basis annum from the date of such notification default to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property payment; or (if any damage is caused by the Purchaser in possession thereofb) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residueof the breach continuing, for whatsoever reasons, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expensesDeveloper, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall at its sole discretion, will be entitled to take all further necessary steps terminate this Agreement and forfeit as liquidated damages, Rs. 5,00,000/- (Rupees five lac) or actions to recover the same. For this purpose a certificate duly signed by an officer 10% of the Assignee/Bank verifying of total sale price of the amount of such costs and expenses Said Unit, whichever is higher. The Developer shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not thereupon be entitled to nor have deal, in any or further reimbursementsmanner, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender Said Unit including selling the same to the relevant authorities to obtain a refund of the stamp duty paid any third party on any terms and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a timeconditions it may deem fit, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without any further reference to the Purchaser. The costs balance money due to the Purchaser, if any, after deduction of liquidated damages and expenses incidental outstanding Maintenance Charges, electricity charges, municipal taxes and other taxes and outgoings, if any, shall be paid by the Developer to the Purchaser within 6 months of the date of termination. 7.2 In the event the Developer does not issue the Letter of Handing Over in respect of the Said Unit within the Extended Period for reasons otherwise than set out in Clause 5.4 herein, then in such resale together with any deficiency in case the price resulting Developer shall pay compensation to the Purchaser effective from the resale or Extended Period (subject to Force Majeure) till the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer Deemed Possession Date of the Assignee/Bank verifying Said Unit at the amount rate of such costs Rupees Five per square foot of super built-up area of the Said Unit. 7.3 The Purchaser shall not be entitled to cancel this Agreement under any circumstances without the consent and expenses shall be accepted by concurrence of the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserDeveloper.

Default and Termination. 15.1. If the Purchaser:- (a) In the event that the Property has been sold contrary fails to or pay any person bids amount in contravention terms of the provisions in Clauses 2 and 3 aboveContract of Sale, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.or (b) If commits any breach of the Purchaser defaults in complying with any of these Conditions Contract of Sale or in payment the Rules, and should the Purchaser fail to remedy such breach within 7 (SEVEN) days of any sums payablethe date of delivery, then if delivered by hand, or receipt if posted by prepaid registered post, of a written notice calling on him to remedy such breach, or (c) commits a repetition of such breach within a period of two months after having been warned by the Assignee/Bank may (Seller to desist therefrom, the Seller shall be entitled, without prejudice to its any other rights for specific performancewhich it may have at law or in terms hereof and at the Seller’s election, to :- (i) treat such default as a repudiation cancel this Contract, and retain possession of the contract and terminate the sale by giving the Purchaser written notice thereofUNIT, in which event all monies amounts paid to the Seller or to the Conveyancers (including any amount paid in trust) shall be forfeited to and retained by the Seller as rouwkoop; alternatively if the Seller so elects he may recover any damages however incurred as a result of such cancellation (including any loss and expenses on a resale, whether by public auction or private treaty), in which case the amount or amounts paid to the Seller or the Conveyancers as aforesaid shall not be forfeited as rouwkoop but may be retained by the Seller by way of set off or partial set off against the damages claimed by the Seller or (ii) claim immediate performance by the Purchaser hitherto including of all his obligations in terms of this Contract whether or not the Deposit (together due date for the performance shall otherwise have arrived. 15.2. Notwithstanding the foregoing, should the Seller exercise any of his rights in terms hereof and should the Purchaser dispute the Seller’s right to do so, then pending the determination of that dispute, the Purchaser shall continue to pay all amounts payable in terms of the Contract of Sale on the due date thereof, and to comply with all the interest (if any) earned thereon) shallterms hereof, unless otherwise stated, and the Seller shall be forfeited entitled to recover and accept such payments and/or other performance without prejudice to the Assignee/Bank absolutely Seller’s claim to have exercised its rights in terms hereof, and immediately. (c) In in the event of the sale being set aside for any reason whatsoever by Seller succeeding in such dispute, the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale Seller shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded entitled to the Purchaser free of interest. (d) If retain such amounts received in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser interim as payment for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused occupational rights exercised and/or enjoyed by the Purchaser in possession thereof) or expenses to recover possession the interim. 15.3. For all purposes of the Property from Contract of Sale, any act or omission on the Purchaser shall be deducted and set-off against part of any tenant, nominee or other person who occupies the monies paid herein towards account UNIT, or invitee of the Purchase Price and thereafter in the event there is any residuePurchaser, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by tenant, nominee or other person who occupies the Purchaser as correct and conclusive. It UNIT, or goes upon the Estate, shall be deemed final and binding upon to be an act or omission of the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. If any one or more of the following events (hereinafter referred to as "Events of Default") shall occur: (a) In If Tenant shall fail to make payment of any rent or additional rent or percentage rent when due and such default shall continue for a period of ten (10) days after notice from Landlord to Tenant specifying the event that the Property has been sold contrary to or any person bids items in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately.default; or (b) If default shall be made by Tenant in the Purchaser defaults in complying performance or compliance with any of these Conditions the agreements, terms, covenants or conditions in this Lease other than those referred to in 80 7 subparagraph (a) hereof for a period of Sale twenty (20) days after notice from Landlord to Tenant specifying the items in default, or in payment the case of any sums payablea default on a contingency which cannot with due diligence be cured within the said twenty (20) day period, then Tenant fails to proceed with the Assignee/Bank may said twenty (without prejudice 20) day period to its rights for specific performance) treat cure the same and thereafter to proceed with the curing of such default with due diligence (it being the intention hereby in connection with a default not susceptible of being cured with due diligence within the said twenty (20) day period that the time within which to cure the same be extended for such period of time as a repudiation may be necessary, exercising all due diligence, to complete the same); then and in any such event Landlord at any time thereafter may give written notice to Tenant specifying such Event or Events of Default and stating that this Lease and the contract term hereof shall expire and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from on the date of notification of specified in such termination failing notice, which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up least ten (10) days after the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount giving of such costs notice, and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserdate specified in such notice this Lease and the term hereof and all rights of Tenant under this Lease including any renewal privileges, whether or not exercised, shall expire and terminate, and Tenant shall remain liable as hereinafter provided.

Default and Termination. The following shall constitute an event of default hereunder: (ai) In Seller fails in any material respect to perform any of its obligations within the time specified in this agreement and Seller does not cure such failure within thirty (30) days after notice by Buyer; or (ii) Seller ceases to conduct its operations in the normal course of business; or (iii) Seller commences a voluntary case or proceeding under any applicable Federal or State bankruptcy law or consents to the entry of a decree or order for relief in an involuntary case or proceeding against it. Upon the occurrence of an event of default which is continuing, Buyer may , at its option: (i) terminate its order for the goods in whole or in part without liability and in which case Buyer shall be entitled to a refund of all amounts previously paid to Seller under this agreement; (ii) procure, upon such terms as Buyer deems appropriate, similar goods in which case Seller shall be liable to Buyer for any additional costs for such similar equipment (up to a maximum liability equal to the purchase price of the goods); or (iii) extend the time of performance by Seller or waive other deficiencies in Seller’s performance in which case an equitable reduction in the price for the goods shall be mutually agreed. Without limiting any rights or remedies which Buyer may have in the event of any default of performance by Seller, Buyer shall have the right upon ten (10) days prior written notice to Seller, to terminate this agreement at any time and without cause prior to completion. Such termination shall be without any obligation or liability to Seller other than payment of charges for the value of work performed, and for necessary expenditures which can be established by Seller as having been reasonably incurred prior to the time that notice of cancellation is given. In no event shall the Property has been sold contrary to or any person bids in contravention termination charges exceed the purchase price of the provisions in Clauses 2 and 3 above, then such sale goods. Any progress payments shall be cancelled credited against the amount of such charges, and become null and void and of no further effect wherein all monies paid by in the Purchaser hitherto including event the Deposit (together with payments exceed the interest (if any) earned thereon) shallcharges, unless otherwise stated, the excess shall be forfeited returned to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) Buyer. In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser)termination, then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank Buyer shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer materials, work in progress, and completed work included as value of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserwork performed. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) In Tenant covenants and agrees that: (1) if default be made by Tenant in the event that payment of any rent or other sums herein provided to be paid by Tenant to Landlord and such default shall continue for five (5) days after such payment is due; or (2) if Tenant shall make default in any of the covenants of this Lease to be kept and performed by Tenant and such default shall continue after thirty (30) days' notice thereof in writing by Landlord to Tenant; or (3) if at any time after the date of this Lease any proceedings in bankruptcy, insolvency or reorganization shall be instituted against Tenant pursuant to any federal or state law now or hereafter enacted, or a receiver or trustee shall be appointed for all or any portion of Tenant's business or property and such action or appointment is not dismissed within ninety (90) days; or (4) any execution or attachment shall issue against Tenant of any of Tenant's business or property or any of Tenant's interest in the Property has been sold contrary to acquired by or through this Lease, or if Tenant shall be adjudged a bankrupt or insolvent, or Tenant shall make an assignment for the benefit of creditors, or if Tenant shall file a voluntary petition in bankruptcy or shall petition for or enter into an arrangement or reorganization, composition or any person bids in contravention other arrangement with Tenant's creditors under any federal or state law now or hereafter enacted; then, Landlord may treat the occurrence of such event as a breach of this Lease and thereupon at its option may, exercise any one or more of the provisions following described remedies, in Clauses 2 addition to all other rights and 3 aboveremedies provided to Landlord, then whether at law, in equity, or otherwise: (1) Landlord may terminate this Lease and the Term created hereby, in which event Landlord may forthwith repossess the Property and recover forthwith as damages a sum of money equal to the value of the Rent (including, without limitation, all Base Rent, Additional Rent and all other sums required to be paid by Tenant hereunder) provided to be paid by Tenant for the balance of the Term hereof and any other sum of money and damages owed by Tenant to Landlord, less the amount of the fair rental value of the Property for said period; provided that if the fair rental value shall exceed the value of the rent provided to be paid by Tenant for the balance of the Term hereof, Landlord shall have no obligation to pay to Tenant such sale excess or any part thereof; or (2) Landlord may terminate only Tenant's right of possession and may repossess the Property, by taking peaceful possession or otherwise, without terminating this Lease, in which event Landlord may, but shall be cancelled under no obligation to, relet the same for the account of Tenant, for such rent and become null for such time (which may be for a term extending beyond the Term of this Lease) and void upon such terms as the Landlord shall determine, and of no further effect wherein all monies paid Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by the Purchaser hitherto including Tenant relative to such reletting. Landlord shall have the Deposit (right to make repairs, alterations and additions in or to the Property and redecorate the same to the extent deemed by Landlord necessary or desirable and in connection therewith change the locks to the Property, and Tenant shall, upon demand, pay to Landlord the cost thereof together with the interest (Landlord's expenses of reletting. Landlord may collect the rents from any such reletting and apply the same, first, to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting, and second, to the payment of rent and additional rent to be paid by Tenant hereunder, and any excess or residue shall operate only as an offsetting credit against the amount of rent and additional rent thereafter due and payable hereunder. The use of such offsetting credit to reduce the amount of rent and additional rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely; provided that in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess of the aggregate sum (including rent and additional rent) earned thereon) shallwhich would have been paid by Tenant for the period for which the credit to Tenant is being determined, unless otherwise statedhad no event of default occurred. No such re-entry or repossession, repairs, alterations and additions, or reletting shall be forfeited construed as an eviction or ouster of the Tenant or as an election on Landlord's part to terminate this Lease or shall operate to release the Assignee/Bank absolutely Tenant, in whole or in part, from any of the Tenant's obligations hereunder. Landlord shall have the right, at any time and immediatelyfrom time to time, to xxx and recover judgment for any deficiencies from time to time remaining after the application from time to time of the proceeds of any such reletting. (b) If the Purchaser defaults Landlord may in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract Landlord's sole discretion terminate this Lease and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant Tenant's possession of the Property upon 10 days prior notice to Tenant upon: (1) termination of that certain Grain Feedstock Supply Agreement of even date herewith between Tenant and AGRI-Bunge, LLC and that certain Grain Feedstock Agency Agreement between the Assignee/Bank within fourteen Tenant and AGRI-Bunge, LLC dated October 13, 2006, as amended by that certain First Amendment dated as of the date hereof, or (142) termination of that certain Purchase Agreement between Tenant and Landlord dated as of the date hereof; provided, however, that Tenant shall have a period of 20 days following any such termination to remove its furniture, equipment, trade fixtures, grain and all other items of personal property from the date of notification of Property in accordance with Section 14. Tenant shall promptly initiate and conduct such termination failing which the Purchaser removal and shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification coordinate with Landlord to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession promptly transition Tenant's use of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserLandlord. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. If Lessee fails to pay any installment of rent within ten (a10) In days after the event due date, or to perform any other covenant under this Lease within thirty (30) days after written notice from Lessor stating the nature of such default, Lessor may cancel this Lease and re-enter and take possession of the Premises using all necessary force to do so; provided, however, that if the nature of such default (other than for nonpayment of rent) is such that the Property has been sold contrary same cannot reasonably be cured within such thirty-day period, Lessee shall not be deemed to be in default if Lessee shall, within such period, commence such cure and thereafter diligently pursue the same to completion. Notwithstanding such retaking of possession by Lessor, Lessee's liability for the rent provided herein shall not be extinguished for the balance of the term of this Lease. Upon such re-entry, Lessor may, without terminating this Lease, relet or attempt to relet, all or any person bids in contravention part of the provisions in Clauses 2 Premises upon such terms and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank conditions as Lessor may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofdeem advisable, in which event all monies paid by the Purchaser hitherto including the Deposit (together rents received in connection with the interest (if any) earned thereon) shall, unless otherwise stated, such reletting shall be forfeited applied first to the Assignee/Bank absolutely expenses of reletting and immediately. (c) In collection, including any necessary renovations and thereafter to payment of all sums due to or become due Lessor pursuant to the event terms of the sale being set aside this Lease, and if a sufficient amount shall not be thus realized to pay such charges, Lessee shall pay Lessor any deficiency monthly, and Lessor may bring an action for any reason whatsoever and all such monthly deficiencies as the same shall arise. Lessee hereby waives any and all claims for damages that may be caused by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled Lessor's re-entering and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into taking possession of the PropertyPremises or removing and storing the property of Lessee as provided in this Lease, then the Purchaser is liable at own and Lessee will save Lessor harmless from any loss, costs to reinstate the Property or damages occasioned Lessor thereby, and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of no such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser re-entry shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest considered or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause construed to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the sameforcible entry. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. If any one or more of the following events (hereinafter referred to as "Events of Default") shall occur: (a) In If Tenant shall fail to make payment of any rent or additional rent or percentage rent when due and such default shall continue for a period of ten (10) days after notice from Landlord to Tenant specifying the event that the Property has been sold contrary to items in default; or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If default shall be made by Tenant in the Purchaser defaults in complying performance or compliance with any of these Conditions the agreements, terms, covenants or conditions in this Lease other than those referred to in subparagraph (a) hereof for a period of Sale twenty (20) days after notice from Landlord to Tenant specifying the items in default, or in payment the case of any sums payablea default on a contingency which cannot with due diligence be cured within the said twenty (20) day period, then Tenant fails to proceed with the Assignee/Bank may said twenty (without prejudice 20) day period to its rights for specific performance) treat cure the same and thereafter to proceed with the curing of such default with due diligence (it being the intention hereby in connection with a default not susceptible of being cured with due diligence within the said twenty (20) day period that the time within which to cure the same be extended for such period of time as a repudiation may be necessary, exercising all due diligence, to complete the same); then and in any such event Landlord at any time thereafter may give written notice to Tenant specifying such Event or Events of Default and stating that this Lease and the contract term hereof shall expire and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from on the date of notification of specified in such termination failing notice, which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up least ten (10) days after the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount giving of such costs notice, and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserdate specified in such notice this Lease and the term hereof and all rights of Tenant under this Lease including any renewal privileges, whether or not exercised, shall expire and terminate, and Tenant shall remain liable as hereinafter provided.

Default and Termination. Buyer may, by written notice of default to Seller, cancel all or any part of any Order, and/or may terminate these Terms and Conditions as a whole, without charge or penalty or exercise any other remedy provided to buyers of goods or procurers of services by law or in equity if Seller: (a) In fails to make delivery of the event that Products or Services within the Property has been sold contrary to time specified in any Order or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. extension thereof; (b) If the Purchaser defaults in complying with fails to perform any of the obligations under these Terms and Conditions of Sale or any Order or in payment Buyer’s reasonable judgment it appears as Seller will be unable to fulfill such obligations, including, without limitation, the breach of any sums payable, then the Assignee/Bank may warranty provisions and Seller does not cure such failure within a period of two (without prejudice to its rights for specific performance2) treat days after receipt of notice from Buyer specifying such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. failure; or (c) In becomes insolvent or makes an assignment for the event benefit of creditors; or if there shall be instituted by or against Seller any proceedings under any bankruptcy, reorganization, arrangement, readjustment or debt or insolvency law in any jurisdiction; or if any application is made for the appointment of a receiver or trustee in respect of any of Seller’s property; or if in Buyer’s reasonable opinion any such action is likely to occur in the immediate future. If any actions in (c) above are made against Seller’s property, then Buyer may offset any monies owed to Seller to the extent Buyer is affected. Buyer may terminate an Order in whole or in part, and/or these Terms and Conditions for its convenience at any time upon notice to Seller. Seller shall, as directed by Xxxxx, stop work and the placement of further orders or subcontracts, terminate work under orders and subcontracts outstanding, and take any necessary action to protect property in Seller’s possession in which Xxxxx has or may acquire an interest. Seller shall be entitled to reasonable termination costs (not including lost profits), which shall not exceed the percentage of the sale being set aside Order price reflecting the percentage of the work performed prior to the receipt of the notice of termination plus actual direct economic costs resulting from termination, provided that claims for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that payment due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank termination are asserted within fourteen (14) 45 days from the date of notification receipt of notice of such termination failing which and that Seller has fully complied with the Purchaser shall pay terms of this provision. Buyer may audit Seller’s books and records to determine termination costs. Buyer reserves the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps require the Seller to suspend deliveries of Products or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Services in the event there is of any residuestrike, lockout, fire, accident, breakdown, delay or stoppage of Buyer’s business or work or part thereof beyond the said residue reasonable control of Buyer which prevents or hinders the use of the Products or Services, and payment therefor shall be refunded to the Purchaser free of interest postponed until such time as Products or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall Services may be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserprovided. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other parties satisfactory to the Company and the Selling Stockholders on the terms contained herein. If, within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. In the event that, within the respective prescribed periods above, the non-defaulting Underwriters notify the Company and the Selling Stockholders that they have so arranged for the Property has been sold contrary purchase of such Shares by other parties pursuant to this Section 10(a), or the Company or a Selling Stockholder notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Shares by other parties pursuant to this Section 10(a), any of the non-defaulting Underwriters or the Company or the Selling Stockholders shall have the right to postpone the Closing Date for a period of not more than five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus to effect such changes. The term “Underwriter” as used in this Agreement shall include any person bids in contravention of the provisions in Clauses 2 and 3 above, then substituted under this Section 10 with like effect as if such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together person had originally been a party to this Agreement with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited respect to the Assignee/Bank absolutely and immediatelysuch Shares. (b) If If, after giving effect to any arrangements for the Purchaser defaults purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in complying with any subsection (a) above, the aggregate number of these Conditions such Shares which remains unpurchased does not exceed one-eleventh of Sale or in payment the aggregate number of any sums payableall the Shares, then the Assignee/Bank may Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (without prejudice based on the number of Shares which such Underwriter agreed to its rights for specific performancepurchase hereunder) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in Shares of such defaulting Underwriter or Underwriters for which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelysuch arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) In If, after giving effect to any arrangements for the event purchase of the sale being set aside for any reason whatsoever Shares of a defaulting Underwriter or Underwriters by the Assignee/Bank or by an Order non-defaulting Underwriters, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession Shares which remains unpurchased exceeds one-eleventh of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession aggregate number of all of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoeverShares, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are Selling Stockholders shall not sufficient exercise the right described in subsection (b) above to cover all such costs and expensesrequire non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Purchaser shall then reimburse and pay Company or the balance amount outstanding Selling Stockholders, except for the expenses to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted borne by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaidCompany, the Purchaser Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereofrelieve a defaulting Underwriter from liability for its default. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. If Lessee shall neglect or fail to make any rental payment within ten (a10) In days after its due date or if Lessee shall fail to cure (or to commence to cure) a default in the event that performance of any of the Property has been sold contrary other of Lessee's covenants within thirty (30) days after date of notice of such default by Lessor, or if Lessee, having commenced to cure a default within the thirty (30) days period, shall fail to complete the curing of the default without unreasonable delay, Lessor lawfully may immediately or any person bids in contravention time thereafter and without demand or notice or the necessity of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying compliance with any of these Conditions of Sale statute in any manner relating to summary process, enter the Lessee's Quarters and repossess the same and expel Lessee and those claiming through or in payment under Lessee and remove their effects forcibly if necessary, without being deemed guilty of any sums payable, then the Assignee/Bank may (manner of trespass and without prejudice to its any rights for specific performanceor remedies Lessor may be entitled to in law or at equity. Upon such entry all rights of Lessee under this Lease shall terminate. Lessor shall have all rights described herein and this Lease shall also terminate if (i) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, leasehold hereby created shall be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank taken on execution or by an Order other process of Court law, (other than that due ii) any assignment shall be made of Lessee's property for the benefit of creditors, (iii) a receiver, guardian, conservator, trustee in bankruptcy or similar officer shall be appointed by a court of competent jurisdiction to take charge of all or part of Lessee's property, or (iv) Lessee commits any act of default and/or omission bankruptcy, or if a petition is filed by Lessee under any bankruptcy or insolvency law and the Purchaser), then such sale same shall not be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. dismissed within thirty (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (1430) days from the date of notification of such termination failing upon which it is filed. Lessee covenants that if the Purchaser Lease is terminated, Lessee shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser Lessor for the cost payment of any improvements a sum equal to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such the rent and other payments called for hereunder for the remainder of the original term and any extensions thereof, less any amounts received by Lessor as a result of Lessor's lease of the Lessee's Quarters to a third party. Lessor shall make reasonable efforts to lease the Lessee's Quarters at rent equal to the prevailing local rate. In addition, Lessee shall pay Lessor's expenses, including, but not limited to, court costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserattorneys' fees, incurred in enforcing any obligation of this Lease with which Lessee has not complied. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) In Sublessee covenants and agrees that in the event that it shall default in the Property has been sold contrary to or performance of any person bids in contravention of the provisions in Clauses 2 terms, covenants and conditions of this Sublease or of the Lease, including without limitation, the (i) failure by Sublessee to pay to Sublessor any sums payable pursuant to Section 3 aboveof this Sublease as and when such sums are due and payable and (ii) occurrence of a default under Article 27 of the Lease, then such sale Sublessor shall be cancelled entitled to exercise any and become null all of the rights and void remedies to which it is entitled by law, including, without limitation, the remedy of summary proceeding, and also any and all of no further effect wherein all monies paid by the Purchaser hitherto including rights and remedies specifically provided to the Deposit (together Landlord in the Lease, which are hereby incorporated herein and made a part hereof, with the interest (same force and effect as if any) earned thereon) shallherein specifically set forth in full, unless otherwise stated, be forfeited and that wherever in the Lease rights and remedies are given to the Assignee/Bank absolutely Landlord therein named, the same shall be deemed to refer to Sublessor. In addition, and immediatelynotwithstanding anything to the contrary contained in the Lease or this Sublease, wherever in Article 27 of the Lease a default thereunder is conditioned upon the passage of time or the giving of notice, or both, the Sublessee shall have five fewer days to cure such default than as stated in the Lease. By way of example and not limitation, if a default under the Lease is deemed to have occurred 30 days after notice to Sublessor, a default shall be deemed to have occurred under this Sublease 25 days after Sublessor provides notice thereof to Sublessee. (b) If Notwithstanding any other provisions of this Sublease, upon the Purchaser defaults in complying occurrence of a Change of Control with any of these Conditions of Sale respect to the Sublessee, Sublessor or in payment of any sums payableSublessee may, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser upon six months' prior written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely other party, terminate this Sublease, and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of if such termination failing which occurs Sublessee shall quit the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession Sublet Space, and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoeverin addition, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank Sublessor shall be entitled to take exercise any and all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying rights and remedies to which it is entitled by law, including, without limitation, the amount remedy of such costs summary proceeding, and expenses shall be accepted by also any and all of the Purchaser rights and remedies specifically provided to the Landlord in the Lease, which are hereby incorporated herein and made a part hereof, with the same force and effect as correct if herein specifically set forth in full, and conclusive. It that wherever in the Lease rights and remedies are given to the Landlord therein named, the same shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause refer to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting PurchaserSublessor. For purposes of this purpose Section 15(b), a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It "Change in Control" shall be deemed final to occur on the first date on which Xxxx X. Xxxxxxxx and binding upon the Purchaser.his "Permitted Transferees" (as such term is defined

Default and Termination. Carnival Corporation or Buyer may, by written notice of default to Seller, cancel all or any part of any Order, and Carnival Corporation may terminate this Agreement as a whole with respect to Carnival and/or any and all Operating Companies (including each Buyer), without charge or penalty or exercise any other remedy provided to buyers of goods or procurers of services by law or in equity if Seller: (a) In fails to make delivery of the event that Products or Services within the Property has been sold contrary to time specified in any Order or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. extension thereof; (b) If the Purchaser defaults in complying with fails to perform any of these Conditions of Sale the obligations under this Agreement or any Order or in payment Buyer’s reasonable judgment it appears as Seller will be unable to fulfill such obligations, including, without limitation, the breach of any sums payable, then the Assignee/Bank may warranty provisions and Seller does not cure such failure within a period of two (without prejudice to its rights for specific performance2) treat days after receipt of notice from Buyer specifying such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. failure; or (c) In becomes insolvent or makes an assignment for the event benefit of creditors; or if there shall be instituted by or against Seller any proceedings under any bankruptcy, reorganization, arrangement, readjustment or debt or insolvency law in any jurisdiction; or if any application is made for the appointment of a receiver or trustee in respect of any of Seller’s property; or if in Carnival Corporation’s or Buyer’s reasonable opinion any such action is likely to occur in the immediate future. If any actions in (c) above are made against Seller’s property, then Buyer may offset any monies owed to Seller to the extent Buyer is affected. Buyer may terminate an Order in whole or in part, and/or this Agreement (with respect to itself but not Carnival Corporation or any other Operating Company) for its convenience at any time upon notice to Seller, and Carnival Corporation may terminate this Agreement as a whole for its convenience with respect to Carnival and/or any and all Operating Companies (including each Buyer). Seller shall, as directed by Buyer, stop work and the placement of further orders or subcontracts, terminate work under orders and subcontracts outstanding, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest. Seller shall be entitled to reasonable termination costs (not including lost profits), which shall not exceed the percentage of the sale being set aside Order price reflecting the percentage of the work performed prior to the receipt of the notice of termination plus actual direct economic costs resulting from termination, provided that claims for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that payment due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank termination are asserted within fourteen (14) 45 days from the date of notification receipt of notice of such termination failing which and that Seller has fully complied with the Purchaser shall pay terms of this provision. Buyer may audit Seller’s books and records to determine termination costs. Buyer reserves the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps require the Seller to suspend deliveries of Products or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter Services in the event there is of any residuestrike, lockout, fire, accident, breakdown, delay or stoppage of Buyer’s business or work or part thereof beyond the said residue reasonable control of Buyer which prevents or hinders the use of the Products or Services, and payment therefor shall be refunded to the Purchaser free of interest postponed until such time as Products or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall Services may be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserprovided. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) In If the event that the Property has been sold contrary rent or other monetary payment referred to herein, or any person bids in contravention part thereof, whether the same be demanded or not, shall remain unpaid for a period of five (5) days from the date when due hereunder; or if any other term, condition or covenant of this Sublease, express or implied on the part of the provisions in Clauses 2 and 3 aboveSublessee to be kept or performed, then such sale shall be cancelled violated or neglected, and become null and void and of no further effect wherein all monies paid by if Sublessee shall fail to cure the Purchaser hitherto including the Deposit same within thirty (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (1430) days from the date of notification written notice from Sublessor to Sublessee specifying the violation; or if the Leased Premises or Sublessee’s interest therein shall be taken on execution or other process of such termination failing which law; or in the Purchaser shall pay event of the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification bankruptcy, receivership, insolvency, liquidation, dissolution or similar proceedings with respect to the date Sublessee, or if Sublessee shall enter into a general assignment for the benefit of actual delivery creditors; or if any default under the Lease shall occur with respect to the Sublessee or the performance by the Sublessee of vacant possession any of its covenants and obligations under the Assignee/Bank reserves its right Sublease, then and in any of said cases, Sublessee shall be deemed in DEFAULT, and Sublessor shall have the following rights and remedies against Sublessee (in addition to all other rights and remedies provided by law or in equity): to (i) terminate this Sublease, (ii) to cure or attempt to cure the default, whereupon Sublessee shall within ten (10) days of demand from Sublessor, reimburse Sublessor for all reasonable costs thus reasonably expended, and (iii) to re-enter and take all further necessary steps or actions to recover or resume possession of the Property Leased Premises, and to remove any property therein, without liability for damage to, and without the obligation to store such property but may store same at the Purchaser's costs and expensesSublessee’s expense. In the event of such re-entry, Sublessor may re-let the sale is terminated Leased Premises, or any part thereof, from time to time, in the name of the Sublessor or Sublessee, without further notice, for such term or terms, on such conditions and for such uses and purposes as Sublessor, in its sole discretion, may determine, and Sublessor may collect and receive all rents derived therefrom and apply the same, after deduction of all appropriate expenses (including broker’s, consultant’s and attorneys’ fees, if incurred, and the expenses of putting the property in leasable condition), to the payment of the rent and other sums payable hereunder, Sublessor remaining liable for any reason whatsoever, the Assignee/Bank deficiency. Sublessor shall not be liable or responsible for any failure to re-let the Purchaser Leased Premises or any part thereof, or for the cost failure to collect any rent connected therewith. The exercise by Sublessor of any improvements remedy shall not preclude any subsequent or simultaneous exercise of any other remedy. If Sublessor fails to perform any of its obligations under this Sublease, including without limitation, Sublessor’s obligation (i) to maintain the Property carried out by Leased Premises in accordance with the Purchaser. The costs Lease and Section 7 hereof, (ii) to reinstate pay all Tax Expense in accordance with the Property Lease and Section 9 hereof, and (if iii) to pay all Insurance Expense in accordance with the Lease and Section 10 hereof, then in any damage is caused by the Purchaser such case, Sublessee may perform such obligation, and in possession thereof) addition to any other remedy Sublessee may have at law or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residueunder this Sublease, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank Sublessee shall be entitled to take all further necessary steps or actions offset the cost thereof from its future rental obligations to recover the sameSublessor hereunder. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses The foregoing shall be accepted by the Purchaser as correct and conclusive. It shall not in any event be deemed final and binding upon the Purchasera waiver by Sublessee of Sublessor’s obligations hereunder. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. (a) In If Tenant breaches this Agreement or abandons the event that Premises prior to the Property has natural expiration of the term of this Agreement, then City may continue this Agreement in effect by not terminating Tenant's right to possession of the Premises in which case City shall be entitled to enforce all City's rights and remedies under this Agreement including the right to recover rent as it becomes due. If Tenant defaults in performance of any covenant, condition, or agreement contained in this Agreement and the default is not cured within 10 days after written notice by City, then City may terminate this Agreement and bring an action to recover from Tenant the worth at time of award of unpaid rent which had been sold contrary earned at the time of termination of the Agreement, all amounts necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Agreement, and such other sums as permitted by law. City may also bring an action, in addition to or any person bids in contravention lieu of the provisions foregoing, to reenter and regain possession of the Premises in Clauses 2 and 3 abovethe manner provided by the laws of California. If Tenant becomes insolvent, then such sale City may, by giving 30-days’ written notice to Tenant, terminate this Agreement and forfeit Tenant's interest in the Premises and in any improvements or facilities in, on or appertaining to the Premises. For purposes of this section, Tenant shall be cancelled conclusively presumed to have become insolvent if Tenant has a receiver appointed to take possession of all or substantially all of Tenant's property because of insolvency; makes a general assignment for the benefit of creditors; or allows any judgment against Tenant to remain unsatisfied and become null unbonded for 30 days or longer. Tenant specifically agrees to take all necessary measures during the term of this Agreement to eliminate and void and xxxxx any adverse effects of no further effect wherein all monies paid by Tenant's operations upon residential and/or other property in the Purchaser hitherto vicinity, including the Deposit (together with the interest (if any) earned thereon) shallwithout limitation noise, unless otherwise statedodor, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) etc. In the event of City's receipt of complaints from any person regarding Tenant's operations hereunder, Tenant agrees to cooperate fully with City to promptly and effectively remove or satisfactorily reduce the sale being set aside for noise or other aspect of Tenant's business operations giving rise to the complaint. If such corrective actions by Tenant fail to resolve the problem within five days and complaints continue to be lodged with City, City may, by giving ten days written notice to Tenant, terminate this Agreement and forfeit Tenant's interest in the Premises and in any reason whatsoever by improvements or facilities on, in, or appertaining to the Assignee/Bank or by an Order Premises. If prior to the termination of Court (other than that due this Agreement, pursuant to any act of default and/or omission by its terms, Tenant ceases conducting business at the Purchaser)Premises, then such sale this Agreement shall be cancelled terminate upon Tenant’s removal of all its materials stored at the Premises and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession Tenant’s abandonment of the PropertyPremises; provided, then that Tenant has given City six- months’ written notice of Tenant’s intent to cease operations at, and remove all its materials from and vacate the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the PurchaserPremises. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. LIT may terminate the Contract without cause at any time upon thirty (30) days’ advance written notice to Supplier, in which event Supplier will be entitled to payment of an amount that will compensate Supplier for any goods accepted or services satisfactorily performed in accordance with the Contract from the time of the last payment date to the termination date; provided, that, Supplier has delivered or performed all such goods or services to LIT for which payment is made. Notwithstanding any provision in the Contract to the contrary, LIT will not be required to pay or reimburse Supplier for any goods delivered, services performed, or expenses incurred by Supplier after the date of the termination notice. (a) In the event that of a material failure by (Contractor/Vendor/Supplier) to the Property has been sold contrary Contract to or any person bids perform in contravention accordance with the terms of the provisions Contract (a “default”), LIT may terminate the Contract upon thirty (30) days’ advance written notice of termination to (Contractor/Vendor/Supplier) setting forth the nature of the material failure. Termination will not be effective if the material failure is, in Clauses 2 and 3 aboveLIT’s sole discretion, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited fully cured prior to the Assignee/Bank absolutely and immediatelyend of the thirty-day period. (b) If the Purchaser defaults in complying with Supplier fails to cure any default within fifteen (15) days of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation receiving written notice of the contract default, LIT will be entitled (but not obligated) to cure the default and terminate will have the sale by giving right to offset against all amounts due to Supplier under the Purchaser written notice thereofContract, including but not limited to any and all reasonable expenses incurred in which event all monies paid by the Purchaser hitherto including the Deposit (together connection with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediatelyLIT’s curative actions. (c) In the event Termination will not relieve Contractor, Vendor, Supplier or any of the sale being set aside its employees, subcontractors, or agents from liability for any reason whatsoever by default or breach under the Assignee/Bank Contract, or by an Order any other act or omission of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interestSupplier. (d) If in LIT will make pre-payments to (Contractor, Vendor, Supplier) under the meanwhile the Purchaser has entered into possession Contract, (Contractor, Vendor, Supplier) will within thirty (30) days of termination of the PropertyContract reimburse LIT all fees paid by LIT to (Contractor, then the Purchaser is liable at own costs Vendor, Supplier) that were (i) not earned by (Contractor, Vendor, Supplier) prior to reinstate the Property and thereafter peaceably termination, or (ii) for goods or services that LIT did not receive from (Contactor, Vendor, Supplier) prior to yield up vacant possession of the Property to the Assignee/Bank within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchasertermination. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. In the event Mallards shall default in any of the amounts due to City as set forth in this Agreement or in the observance of any of the covenants, agreements, commitments, or conditions herein contained, and any such default shall continue unremedied for a period of fifteen (15) days after written notice thereof to Mallards and League by City, or (a) In Mallards shall make an assignment of its property for the event that the Property has been sold contrary to benefit of creditors, or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale Mallards shall petition a court to be adjudged a bankrupt, or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale if a petition in bankruptcy shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. filed in any court against Mallards for more than thirty (30) days, or (d) If in the meanwhile the Purchaser has entered into possession if Mallards be judicially determined to be insolvent, or (e) Mallards shall be adjudged a bankrupt, or (f) if a receiver or other officer shall be appointed to take charge of the Propertywhole or any part of Mallards' property or to wind up or liquidate it affairs, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession or (g) if Mallards shall seek a reorganization under any of the Property terms of the National Bankruptcy Act, as amended, or under any other insolvency law, or (h) Team Mallards shall admit in writing its inability to the Assignee/Bank within fourteen pay its debts as they become due, or (14i) if any final judgment shall be rendered against Mallards and remain unsatisfied for a period of thirty (30) days from the date on which it becomes final; or (j) if Mallards shall abandon the facility Ballpark, should League fail to exercise the option to assume Mallards’ rights and obligations under this Agreement within ten (10) business days of notification receiving notice of default from City as set forth herein, thereafter City may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Mallards, including expressly the specific enforcement hereof, forthwith have the cumulative right to immediately terminate this Agreement and all rights of the Mallards hereunder and require payment of the Performance bond as set forth in Section 12.c.; but such receipt of payment from the performance bond and/or cancellation shall not constitute a cancellation or a waiver by the City of the remainder of the total amounts payable to City, or for any damages or losses for the unexpired portion of the demised term which may be sustained by the City on account of such termination failing which default, assignment, insolvency, adjudication, or other default as provided hereinabove in this Section, including any expenses incurred in exercising its rights in this Agreement. Notwithstanding the Purchaser foregoing, and as set forth in Section 24, before exercising any other rights against Mallards permitted to City under this Section 13 City shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date notify League in writing of such notification uncured default by Mallards, and League shall have ten (10) business days after receipt of such notice to cure any default by Mallards in payment of amounts due to City or make reasonable efforts to cure such breach, and any such payment by League of such amount due or reasonable efforts by League to make such payments or cure such breach shall constitute the date exercise by League of actual delivery its option to assume all of vacant possession Mallards’ rights and the Assignee/Bank reserves its right obligations set forth in this Agreement and League shall be deemed to take have assumed all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs Mallards’ rights and expensesobligations as set forth in this Agreement. In the event of lapse of insurance policies or coverage and protection as required by this Agreement, City may, without, shall give League written notice of such default and League shall have three (3) business days after receipt of such notice from City to provide insurance policies or coverage and protection as required by this Agreement. Should League fail to provide City with satisfactory evidence of it having placed such insurance policies or coverage and protection, thereafter City may, without further notice of default, declare this Agreement terminated. Mallards shall have no access rights to or use of Ballpark unless all insurance policies required by this Agreement are in full force and effect. In the sale is terminated for event of any reason whatsoeveruncured default as defined in this Section, City may declare the Assignee/Bank shall not be liable to present value (discounted at the Purchaser prime rate of Citicorp Bank, N.A.) of the balance of the Game Rental Fee for the cost term of any improvements Agreement immediately due and payable and if not paid within ten (10) days after written notice to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) Mallards or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (League as the case may be) , shall be recoverable entitled to immediate payment from the defaulting Purchaser. For this purpose a certificate duly signed by an officer surety of the Assignee/Bank verifying entire unpaid balance of the amount rent due as well as other costs incurred by City. In the event of such costs termination of this Agreement for default, Mallards may make no claim for compensation for the capital improvements furnished under Section 8.b. and expenses the Improvement Agreement and City shall retain title and ownership of the said Ballpark, together with all buildings and improvements thereon, without any payment whatsoever to Mallards. No improvements, buildings or fixtures shall be accepted by removed from the Purchaser above-described Ballpark during the term of this Agreement or renewal period of this Agreement without the written consent of City, except any equipment or trade fixtures of Mallards which Mallards lawfully removes prior to the termination of this Agreement.” 11. Section 15 of the Agreement is amended as correct and conclusive. It shall be deemed final and binding upon the Purchaser.follows:

Default and Termination. (a) In Buyer may terminate this order or any part hereof for cause in the event that the Property has been sold contrary of any default or failure by Seller to or any person bids in contravention of the provisions in Clauses 2 and 3 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (b) If the Purchaser defaults in complying comply with any of these Conditions the terms and conditions of Sale this order, including but not limited to late deliveries, deliveries of products which are defective or in payment which do not conform to this order, and failure to provide Buyer, upon request, with reasonable assurances of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific future performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited to the Assignee/Bank absolutely and immediately. (c) . In the event of the sale being set aside termination for cause, Buyer shall not be liable to Seller for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale amount and Seller shall be cancelled liable to Buyer for any and become null all damages sustained by reason of the default which gave rise to the termination. Buyer also reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall immediately cause its suppliers or subcontractors to cease such work. Seller shall be refunded paid a reasonable termination charge consisting at maximum of a percentage of the order price reflecting the percentage of the work performed prior to the Purchaser free notice of interest. (d) If termination plus actual direct costs resulting from termination, but in no event shall such termination charge exceed the meanwhile the Purchaser has entered into possession amounts payable under any pending Supplier Release. Seller shall not be paid for any work done after receipt of the Propertynotice of termination, then the Purchaser is liable at own nor for any costs incurred by Seller's suppliers or subcontractors which Seller could reasonably have avoided. Buyer will make no payment for finished work, work in process, or raw material fabricated or procured by Seller unnecessarily in advance or in excess of Buyer’s delivery requirements as authorized by Buyer’s Supplier Release. Buyer shall have access to reinstate the Property Seller’s premises and thereafter peaceably records, prior or subsequent to yield up vacant possession of the Property payment, to the Assignee/Bank verify charges supporting any termination claim. All claims by Seller based on such termination must be asserted, in writing and in full, within fourteen (14) 30 calendar days from the date of notification of the termination; provided that if Seller fails to submit its termination claim within such termination failing which the period, Purchaser shall pay have the Assignee/Bank interest at the rate of [10% per annum] right to unilaterally determine, on the total Purchase Price calculated on daily basis from of the date of such notification information then available to it, the amount, if any, due Seller with respect to the date of actual delivery of vacant possession termination, and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser such determination shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaserfinal. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.

Default and Termination. If any one or more of the following events shall occur: A. Tenant shall fail to make any payment hereunder when due, whether for rent or otherwise, and such failure shall continue for a period of five (a5) In days after written notice of such failure is given to Tenant; or B. Any financial report or statement, certificate, statement, representation or warranty at any time furnished or made by or on behalf of Tenant or any guarantor of any of Tenant’s obligations hereunder, including, without limitation, any representation or warranty made by Tenant herein, proves to have been false or misleading in any material respect at the time as of which the facts therein set forth were stated or certified, or any such financial report or statement has omitted any material contingent or unliquidated liability or claim against Tenant or any such guarantor; or C. Tenant shall fail to perform or observe any covenant, condition or agreement to be performed or observed by him hereunder, and such failure shall continue for a period of thirty (30) days after written notice of such failure is given to Tenant, or, in the event the covenant, condition or agreement may not reasonably be performed or observed within such period of thirty (30) days, for such longer period of time as may be reasonably necessary to perform or observe such covenant, condition or agreement; provided that the Property has been sold contrary Xxxxxx commences to cure such failure with such thirty (30) day period and thereafter diligently continues to proceed to cure such failure; or X. Xxxxxx or any person bids guarantor of any of Tenant’s obligations hereunder shall cease doing business as a going concern, make an assignment for the benefit of creditors, generally not pay his debts as they become due or admit in contravention writing his inability to pay his debts as they become due, file a petition commencing a voluntary case under any chapter of the provisions Bankruptcy Code, Title 11 of the United States Code, be adjudicated an insolvent, file a petition seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation, or file an answer admitting the material allegations of a petition filed against it in Clauses 2 any such proceeding, consent to the filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for him or of all or any substantial part of his assets or properties, or take any action looking to his dissolution or liquidation; or E. An order for relief against Tenant or any guarantor of any of Tenant’s obligations hereunder shall have been entered under any chapter of the Bankruptcy Code, or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any guarantor of any of Tenant’s obligations hereunder under any present or future statute, law, rule or regulation, or within thirty (30) days after the appointment without Tenant’s or such guarantor’s consent or acquiescence of any trustee, receiver, custodian or other similar official for him or such guarantor or of all or any substantial part of his or such guarantor’s assets and 3 aboveproperties, then such sale appointment shall not be vacated; or F. An order, judgment or decree for payment of money shall be cancelled entered against Tenant or such guarantor by a court of competent jurisdiction and become null shall continue in effect for any period of thirty (30) consecutive days without a stay of execution, or any execution or writ or process shall be issued under any action or proceeding against Tenant whereby the leased premises or its use may be levied upon or restrained; Then and void in any such event Lessor may, at the sole discretion of Lessor, without notice or demand, take any one or more of the following steps: 1. Immediately terminate Xxxxxx’s rights hereunder with or without process of law, directly or acting through agents, without liability to Tenant, enter upon the premises of Tenant and take immediate possession of no further effect wherein all monies paid by or any portion of the Purchaser hitherto including premises and thenceforth hold, possess and enjoy the Deposit (together with same free from any right of the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited Tenant to the Assignee/Bank absolutely possession and immediately. (b) If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee/Bank may (without prejudice to its rights for specific performance) treat such default as a repudiation use of the contract and terminate the sale by giving the Purchaser written notice thereofpremises for any purpose whatsoever, in which event Tenant hereby expressly waives all monies paid by the Purchaser hitherto including the Deposit (together with the interest (if any) earned thereon) shall, unless otherwise stated, be forfeited further rights to the Assignee/Bank absolutely and immediately. (c) In the event of the sale being set aside for any reason whatsoever by the Assignee/Bank or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the Purchase Price shall be refunded to the Purchaser free of interest. (d) If in the meanwhile the Purchaser has entered into possession of the Property, premises and all claims for injuries suffered through or caused by any such repossession; or 2. Xxx for and seek to recover from Tenant all rent and other sums then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property past due pursuant to the Assignee/Bank within fourteen (14) days from the date terms and provisions of notification of such termination failing which the Purchaser shall pay the Assignee/Bank interest at the rate of [10% per annum] on the total Purchase Price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee/Bank reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser's costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee/Bank shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the Purchase Price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee/Bank failing which the Assignee/Bank shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. (e) Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. (f) The Purchaser or the Purchaser's Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee/Bank with the Assignee/Bank's interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser's Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. (g) The Assignee/Bank shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee/Bank at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee/Bank shall think fit without further reference to the Purchaser. The costs and expenses incidental to such resale together with any deficiency in the price resulting from the resale or the Purchase Price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee/Bank verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.Lease; or