Common use of Default Remedies Clause in Contracts

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, failure to complete Services or deliver Goods within the Lender, by notice to time or with the Company, may declare the Loan Amount of quality specified or guaranteed in this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. Agreement; (b) No course failure to comply with any provisions of dealing this Agreement including breach of any warranty or delay guarantee; or failure (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on the part account of the Lender Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to exercise any right under this Section shall operate as a waiver of such other right or otherwise prejudice remedy it may have at law or in equity: (i) terminate the Lenderrelationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s rightspremises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, powers and remediesrepair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. The Company Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay or reimburse the Lenderfor that portion of Services previously completed by Seller, subject to the extent permitted terms and provisions above. In addition to its other remedies, ▇▇▇▇▇ will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by lawSeller. As an alternative, for Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by ▇▇▇▇▇’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all reasonable costs and expenses, including but not limited to its reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseexpenses, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisecosts of litigation.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (ai) If failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default (other than an insolvency Event of Default) has occurred and is continuinghereunder, the Lenderentire outstanding principal balance and any unpaid interest then accrued under this Note, by shall at the option of the Payee hereof and without demand or notice of any kind to the Companyundersigned or any other person (including, may declare the Loan Amount of this Note but not limited to, any guarantor now or hereafter existing), immediately become and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredIn such event, the Loan Amount of this Note Payee shall have and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs rights and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note remedies available at law or in otherwise enforcing any of the Lender's rights hereunderequity. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) If below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an Event assignment for the benefit of Default creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (other than an insolvency Event of Defaulte) has occurred and the Company is continuingin default on indebtedness to another person, the Lender, by notice to amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, may the Lender shall be entitled to declare any of the Loan Amount of this amounts owed by the Company under the Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon whereupon they immediately will become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodwithout presentment, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased todemand, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) notice or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part protest of any Lender. Such declaration kind (all of acceleration may be rescinded and past defaults may be which are expressly waived by the LenderCompany). (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event Developer defaults in the performance of Default any material covenant, warranty, representation or obligation set forth in this Agreement, City shall provide Developer with a written statement setting forth the default of Developer. Except as required to protect against further damages, City may not exercise any remedies against Developer in connection with such failure until thirty (other than an insolvency Event of Default30) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to days after giving such notice. If such default cannot be immediately due and payable, and upon any cured within such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five thirty (530) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, said thirty (30) day period shall be extended for such time as is reasonably necessary for the interest rate on curing of the unpaid and outstanding Loan Amount same, as long as Developer is diligently proceeding to cure such default. A default not cured as provided above shall constitute a breach of this Note Agreement. Any failure or delay by City in asserting any of its rights or remedies as to any default or alleged default or breach shall be increased to, and this Note shall bear interest at, not operate as a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part waiver of any Lender. Such declaration such default or breach or of acceleration any rights or remedies it may be rescinded and past defaults may be waived by the Lenderhave as a result of such default or breach. (b) No course If Developer fails to cure any default after the expiration of dealing the cure period described in subparagraph (a), City may elect to terminate this Agreement or exercise any other right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against Developer, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare Developer insolvent or unable to pay its debts, or Developer makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for Developer for the major part of its property, City may elect, to the extent such election is permitted by law, but is not required, with or without notice of such election, to terminate this Agreement. In the case of an involuntary petition, action or proceeding for the adjudication as a bankrupt or for the appointment of a trustee or receiver as set forth above, Developer shall have sixty (60) days after the service of such petition or pleading or the commencement of such action or proceeding within which to obtain a dismissal of such petition, pleading, action or proceeding. (c) If City defaults in the performance of any material covenant, warranty, representation or obligation set forth in this Agreement, Developer shall provide City with a written statement setting forth the default. Developer may not exercise any remedies against City in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) day period shall be extended for such time as is reasonably necessary for the curing of the same, as long as City is diligently proceeding to cure such default. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by Developer in asserting any of its rights or failure on the part of the Lender remedies as to exercise any right under this Section default or any alleged default or breach shall not operate as a waiver of any such right default or otherwise prejudice breach or of any rights or remedies it may have as a result of such default or breach. Notwithstanding the Lender’s rightsforegoing, powers and remediesthe sole remedy of Developer in the event of a breach of this Agreement shall be to institute legal action for specific performance or injunctive relief against City. The Company will pay Under no circumstances shall City have any liability for monetary damages, whether compensatory or reimburse the Lenderpunitive, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on under this Note or in otherwise enforcing any of the Lender's rights hereunderAgreement. (cd) No right Upon any dispute between the parties under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees, costs and expenses incurred in contesting such dispute. (e) It is hereby agreed by Developer that no recourse for any claim under or remedy herein conferred upon any obligation contained in the Lender is intended Agreement shall be had against City, its officers, agents, attorneys, representatives, or employees, in any amount in excess of any specific sum agreed to be exclusive paid by City pursuant to this Agreement; and no liability, right, or claim at law or in equity shall be attached to or incurred by City, its officers, agents, attorneys, representatives or employees in any amount in excess of any other right or remedy contained herein or existing at law, in equity, specific sums agreed by statute or otherwiseCity to be paid hereunder, and every any such right or remedy shall be cumulative claim is hereby expressly waived and shall be released as a condition of and in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, consideration for the execution of this Agreement by statute or otherwiseCity.

Default Remedies. (a) If an Event any debit of Default (other than an insolvency Event your Settlement Account initiated by us is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount any obligation or provision of this Note Lease Agreement or any agreement with our affiliates or joint ventures, any such event shall be a default hereunder. Without limiting the foregoing, any default by you under a processing agreement with us or with an affiliate or joint venture to which we are a party will be treated as a default under this Lease Agreement. Such a default would include a default resulting from early termination of the MA. b) Upon the occurrence of any default, we may at our option, effective immediately without notice, either (i) terminate this lease and our future obligations under this Lease Agreement, repossess the Equipment and proceed in any lawful manner against you for collection of all charges that have accrued interest thereon to be immediately and are due and payable, or (ii) accelerate and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become declare immediately due and payable without all monthly lease charges for the remainder of the applicable lease period together with the fair market value of the Equipment (as determined by us), not as a penalty but as liquidated damages. Upon any declaration such termination for default, we may proceed in any lawful manner to obtain satisfaction of the amounts owed to us and, if applicable, our recovery of the Equipment, including entering onto your premises to recover the Equipment. In any case, you shall also be responsible for our costs of collection, court costs, as well as applicable shipping, repair and refurbishing costs of recovered Equipment. You agree that we shall be entitled to recover any amounts due to us under this Lease Agreement by charging your Settlement Account or any act on other funds of yours that come into our possession or control, or within the part possession or control of our affiliates or joint ventures, or by setting off amounts that you owe to us against any Lenderamounts we may owe to you, in any case without notifying you prior to doing so. Such declaration of acceleration may be rescinded Without limiting the foregoing, you agree that we are entitled to recover amounts owed to us under this Lease Agreement by obtaining directly from an affiliate or joint venture to which we are a party and past defaults may be waived by with which you have entered into an MA any funds held or available as security for payment under the Lender. (b) No course of dealing or delay or failure on the part terms of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesMA, including but not limited to reasonable attorneys’ fees, incurred by funds available under the Lender in collecting any sums due on this Note or in otherwise enforcing any “Reserve Account; Security Interest” section of the Lender's rights hereunderMA, if applicable. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event any of Default (other than an insolvency Event the Liabilities are not paid at maturity, whether by acceleration or otherwise, or if a default by anyone occurs under the terms of Default) has occurred any agreement related to any of the Liabilities, then the Agent shall have the rights and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted remedies provided by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of or this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesagreement, including but not limited to reasonable attorneys’ feesthe right to require the Debtor to assemble the Collateral and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to both parties, the right to take possession of the Collateral with or without demand and with or without process of law, and the right to sell and dispose of it and distribute the proceeds according to law. Should a default occur, the Debtor will pay to the Agent all costs reasonably incurred by the Lender in collecting Agent for the purpose of enforcing its rights hereunder, to the extent not prohibited by law, including, without limitation: costs of foreclosure; costs of obtaining money damages; and a reasonable fee for the services of internal and outside attorneys employed or engaged by the Agent or its affiliates for any sums due on purpose related to this Note agreement, including, without limitation, consultation, drafting documents, sending notices or in otherwise enforcing instituting, prosecuting or defending litigation or any proceeding. The Debtor agrees that upon default the Agent may dispose of any of the Lender's rights hereunder. (c) No Collateral in its then present condition, that the Agent has no duty to repair or clean the Collateral prior to sale, and that the disposal of the Collateral in its present condition or without repair or clean-up shall not affect the commercial reasonableness of such sale or disposition. The Agent’s compliance with any applicable state or federal law requirements in connection with the disposition of the Collateral will not adversely affect the commercial reasonableness of any sale of the Collateral. The Agent may disclaim warranties of title, possession, quiet enjoyment, and the like, and the Debtor agrees that any such action shall not affect the commercial reasonableness of the sale. In connection with the right or remedy herein conferred upon of the Lender is intended Agent to be exclusive take possession of the Collateral, the Agent may take possession of any other right items of property in or remedy contained herein on the Collateral at the time of taking possession, and hold them for the Debtor without liability on the part of the Agent. The Debtor expressly agrees that the Agent may enter upon the premises where the Collateral is believed to be located without any obligation of payment to the Debtor, and that the Agent may, without cost, use any and all of the Debtor’s “equipment” (as defined in the UCC) in the manufacturing or existing processing of any “inventory” (as defined in the UCC) or in growing, raising, cultivating, caring for, harvesting, loading and transporting of any of the Collateral that constitutes “farm products” (as defined in the UCC). If there is any statutory requirement for notice, that requirement shall be met if the Agent sends notice to the Debtor at lawleast ten (10) days prior to the date of sale, disposition or other event giving rise to the required notice, and such notice shall be deemed commercially reasonable. The Debtor is liable for any deficiency remaining after disposition of the Collateral. Notwithstanding anything to the contrary set forth in equitythis agreement, by the Agent’s rights to recover attorneys’ fees and other legal expenses hereunder is subject to California Civil Code Section 1717, including any revision or replacement of such statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or rule hereafter existing at law, in equity, by statute or otherwiseenacted.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingThe Tenant shall, without any previous demand therefor, pay to the Landlord, or its agent, the Lender, by notice to said rent at the Company, may declare times and in the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestmanner above provided. In the event of the Company fails to pay all outstanding Amounts within this five (5) business day periodnon-payment of said rent, or any installment thereof, at the times and in the manner above provided, and if the same shall remain in default for ten days after notice that same is past due or if the Tenant shall be dispossessed for non-payment of rent, or if the leased premises shall be deserted, the interest rate on Landlord or its agents shall have the unpaid right to and outstanding Loan Amount may enter the said premises as the agent of the Tenant, either by force or otherwise, without being liable for any prosecution or damages therefor, and may relet the premises as the agent of the Tenant, and receive the rent therefor, upon such terms as shall be satisfactory to the Landlord, and all rights of the Tenant to repossess the premises under this lease shall be forfeited. Such re-entry by the Landlord shall not operate to release the Tenant from any rent to be paid or covenants to be performed hereunder during the full term of this Note lease. For the purpose of reletting, the Landlord shall be increased to, and this Note shall bear interest at, a monthly rate equal authorized to one and a half percent (1.5%) make such repairs or alterations in or to the maximum rate permitted by law (leased premises as may be necessary to place the "Default Rate") same in good order and condition. The Tenant shall be liable to the Landlord for the cost of such repairs or alterations, and all expenses of such reletting. If the sum realized or to be realized from the expiration reletting is insufficient to satisfy the monthly or term rent provided in this lease, the Landlord, at its option, may require the Tenant to pay such deficiency month by month. The Tenant shall not be entitled to any surplus accruing as a result of the five (5) business day period until such unpaid reletting. The Landlord waives any lien, including without limitation, any statutory lien or right to distrain that may exist, on all personal property of the Tenant in or upon the demised premises, to secure payment of the rent and outstanding Loan Amount performance of the covenants and conditions of this Note is repaid in fulllease. If an insolvency Event The Landlord shall not have the right, as agent of Default has occurredthe Tenant, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part to take possession of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing furniture, fixtures or delay or failure on the part other personal property of the Lender Tenant found in or about the premises, or to exercise sell the same at public or private sale or otherwise to apply the proceeds thereof to the payment of any right monies becoming due under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedieslease. The Company will pay or reimburse the LenderTenant agrees to pay, to the extent permitted by lawas additional rent, for all reasonable costs attorney’s fees and expenses, including but not limited to reasonable attorneys’ fees, other expenses incurred by the Lender Landlord in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderobligations under this lease. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event The following events shall be deemed to be events of Default default by Licensee under this Agreement: (i) Licensee shall fail to pay the Fee or any other than an insolvency Event sum of Defaultmoney due hereunder and such failure shall continue for a period of ten (10) has occurred and is continuing, days after the Lender, by notice due date thereof; (ii) Licensee shall fail to the Company, may declare the Loan Amount comply with any provision of this Note Agreement not requiring the payment of money, all of which terms, provisions and all accrued interest thereon to covenants shall be immediately due and payabledeemed material, and upon such failure shall continue for a period of thirty (30) days after written notice of such default is delivered to Licensee; (iii) Licensee shall become insolvent or unable to pay its debts as they become due, or Licensee notifies Railroad that it anticipates either condition; (iv) Licensee takes any action to, or notifies Railroad that Licensee intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any State thereof; or a petition shall be filed against Licensee under any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five statute; or (5v) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note a receiver or trustee shall be increased toappointed for Licensee's license interest hereunder or for all or a substantial part of the assets of Licensee, and this Note shall bear interest at, a monthly rate equal to one and a half percent such receiver or trustee is not dismissed within sixty (1.5%60) or to the maximum rate permitted by law (the "Default Rate") from the expiration days of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderappointment. (b) No course Upon the occurrence of dealing any event or delay events of default by Licensee, whether enumerated in this paragraph 15 or failure not, Railroad shall have the option to pursue any remedies available to it at law or in equity without any additional notices to Licensee. Railroad's remedies shall include, but not be limited to, the following: (i) termination of this Agreement, in which event Licensee shall immediately surrender the Premises to Railroad; (ii) entry into or upon the Premises to do whatever Licensee is obligated to do under the terms of this License, in which event Licensee shall reimburse Railroad on the part of the Lender to exercise demand for any right expenses which Railroad may incur in effecting compliance with Licensee's obligations under this Section shall operate as a waiver License, but without rendering Railroad liable for any damages resulting to Licensee or the Facilities from such action; and (iii) pursuit of such right all other remedies available to Railroad at law or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseincluding, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at lawwithout limitation, in equity, by statute or otherwiseinjunctive relief of all varieties.

Default Remedies. (a) If an Upon the occurrence and during the continuance of any Event of Default (other than an insolvency Event of Default) has occurred and is continuingspecified in Section 7.l(a)-(m), the Lender, by notice to the Company, Lender at its option may declare the Loan Amount of this Note (principal, interest and all other amounts) and any other amounts owed to Lender, including without limitation any accrued interest thereon to be immediately due and payablebut unpaid Commitment Fee, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without notice or demand of any declaration or kind. Upon the occurrence of any act Event of Default specified in Section 7.l(n)-(o), the Note (principal, interest and other amounts) and any other amounts owed to Lender, including without limitation any accrued but unpaid Commitment Fee, shall be immediately and automatically due and payable without action of any kind on the part of any Lender. Such declaration Upon the occurrence and during the continuance of acceleration any Event of Default, any obligation of Lender to make any Loan shall immediately and automatically terminate without action of any kind on the part of Lender, and Lender may be rescinded exercise any rights and past defaults may be waived by remedies under this Agreement, the LenderPledge Agreement, the Note, any related document or instrument, and at law or in equity. (b) Lender may, by written notice to Borrower, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Lender and Borrower shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No course of dealing or failure to exercise, and no delay or failure in exercising, on the part of Lender of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the Lender to exercise of any right under this Section shall operate as a waiver of such right other right, power or otherwise prejudice the Lender’s rights, powers and remediesprivilege. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs rights and expenses, including but remedies of Lender herein provided are cumulative and not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right rights or remedy contained herein or existing at remedies provided by law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event A. Either Party may terminate this Agreement upon the other Party’s failure to comply with any term or condition of Default (other than an insolvency Event this Agreement, as long as the terminating Party is not in default of Default) has occurred and is continuingany term or condition of this Agreement at the time of termination. To effect termination, the Lenderterminating Party shall provide the defaulting Party with a written “Notice of Termination” stating its intent to terminate and describing all terms and conditions with which the defaulting Party has failed to comply. If the defaulting Party has not remedied its default within thirty (30) days after receiving the Notice of Termination, by notice this Agreement shall automatically terminate. However, if the Authority is terminating the Agreement without cause, the Authority’s Notice of Termination does not need to describe any terms and conditions with which the Company, may declare the Loan Amount of this Note and all accrued interest thereon Contractor has failed to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestcomply. In addition, the event initiation, either by Contractor or against Contractor, of proceedings in bankruptcy, or other proceedings for relief under any law for the Company fails relief of debtors, or Contractor becoming insolvent, admitting in writing its inability to pay all outstanding Amounts within its debts as the debts mature or making an assignment for the benefit of creditors shall constitute a default by Contractor entitling the Authority to terminate this five (5) business day periodAgreement as set forth above. The Parties agree that this Agreement is an executory contract. If, after termination by the Authority, it is determined that the Contractor was not in default, or that the default was excusable, the interest rate on rights and obligations of the unpaid and outstanding Loan Amount of this Note Parties shall be increased to, the same as if the termination had been issued for the convenience of the Authority. The rights and remedies in this Note shall bear interest at, a monthly rate equal provision are in addition to one any other rights and a half percent (1.5%) or to the maximum rate permitted remedies provided by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of or this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be Agreement. B. Unless specifically waived by the LenderAuthority, the Contractor’s failure to timely comply with any obligation in this Agreement or Work Order shall be deemed a breach of this Agreement and the expenses and costs incurred by the Authority, including attorney fees and costs, and attorney fees and costs on appeal, due to said breach shall be borne by the Contractor. Additionally, the Authority shall not be limited in recovery by the terms of this Agreement but may avail itself of any and all rights or remedies it may be entitled to under Florida law for any breach of this Agreement. (b) No course C. A waiver, at any time, by the Authority of dealing Contractor’s breach of, or delay or failure on the part default in, any of the Lender terms, provisions and obligations of this Agreement will not be construed to exercise any right under this Section shall operate as be a waiver of such right any other terms, provisions and obligations hereof or otherwise prejudice the Lender’s rights, powers and remediesa waiver of any breach or default other than specifically waived. The Company Authority’s failure at any time to compel a fulfillment of any one or more of the terms, provisions or obligations under this Agreement will pay or reimburse the Lender, not be construed to the extent permitted by law, for all reasonable costs and expenses, including but not limited be a waiver of Authority’s right thereafter to reasonable attorneys’ fees, incurred enforce any such right. No waiver by the Lender Authority will be deemed to have been made unless expressed in collecting any sums due on this Note or in otherwise enforcing any of writing and signed by the Lender's rights hereunderAuthority. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. The occurrence of any Event of Default (aas defined in the Note Purchase Agreement) If or Grantor's failure to comply with any term or condition of the Loan Documents, including without limitation, this Deed of Trust and payments due under the Note Purchase Agreement or other obligations secured by this Deed of Trust, shall constitute an Event of Default. Upon the occurrence of an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, Beneficiary may declare all amounts owed under the Loan Amount of this Note Secured Obligations, and all accrued and unpaid interest thereon to be and other sums in respect thereof, immediately due and payablepayable after applicable notice as set forth herein and/or exercise its rights and remedies under the Loan Documents and applicable law including foreclosure of this Deed of Trust judicially or non judicially by the Trustee pursuant to the power of sale. In the event of any such Event of Default and upon written request of Beneficiary, Trustee shall sell the Property in accordance with the Deed of Trust Act of the state of Washington (RCW Chapter 61.24 as existing now or hereafter amended) and the Uniform Commercial Code of the state of Washington, where applicable, at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (i) to the expenses of sale, including a reasonable Trustee's fee and attorneys' fee; (ii) to all the Secured Obligations (principal and interest) and all other indebtedness secured by this Deed of Trust or any other instrument, in such order and amounts as Beneficiary may elect; (iii) the surplus, if any, shall be distributed in accordance with said Deed of Trust Act. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the property which Grantor had or had the power to convey at the time of its execution of this Deed of Trust and such as it may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of the law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrances for value. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the state of Washington is not an exclusive remedy, and upon when not exercised Beneficiary may foreclose this Deed of Trust as a mortgage. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Grantor, Trustee or Beneficiary shall be a party, unless such declarationaction or proceeding is brought by Trustee. Beneficiary may proceed as to the Collateral which constitutes personal property in accordance with Beneficiary's rights and remedies in respect to the Property or sell the Personal Property Collateral separately and without regard to the remainder of the Property in accordance with Beneficiary's rights and remedies provided by the Washington Uniform Commercial Code as well as other rights and remedies available at law or in equity. Beneficiary's exercise of any of its rights and remedies shall not constitute a waiver or cure of a default. Beneficiary's failure to enforce any default shall not constitute a waiver of the default or any subsequent default. In the event of foreclosure, such Loan Amount and accrued interest the cost of the title premium for the trustee sale guarantee (or equivalent policy) shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestbe paid for by Grantor. In the event the Company fails Loan Documents are referred to an attorney for enforcement or preservation of Beneficiary's rights or remedies, whether or not suit is filed or any proceedings are commenced, Grantor shall pay all outstanding Amounts within this five Beneficiary's costs and expenses including Trustee's and attorneys' fees (5) business day periodincluding attorneys' fees for any appeal, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration bankruptcy proceeding or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsother proceeding), powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ accountants' fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any appraisal and inspection fees and cost of the Lender's rights hereundera title report. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. In the event LESSEE (ai) If fails to make any Monthly Lease Payment when due; breaches any covenant, representation or warranty contained in this Lease; (iii) makes an Event assignment for the benefit of Default creditors or a petition for relief under any bankruptcy or insolvency law is filed by or against LESSEE; (iv) is in default under any other than an insolvency Event lease, note or obligation; (v) misrepresents or falsely warrants the financial information given in connection with this Lease; (vi) makes a Build Sale or change int he majority ownership interest of DefaultLESSEE; (vii) has occurred ceases to operate as a going concern, then LESSOR shall have the right, to exercise any one or more of the following cumulative remedies: /bullet/ without notice,the entire amount of the Monthly Lease Payments remaining and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all other amounts which have accrued interest thereon hereunder to be paid over the balance of the Lease term, together with all other obligations as herein set forth, shall become immediately due and payable; /bullet/ proceed to appropriate court action or actions at law or in equity or in bankruptcy to enforce performance by LESSEE of the covenants and terms of this Lease and/or to recover damages for the breach thereof; /bullet/ terminate this Lease. /bullet/ whether or not this Lease be so terminated, and without notice to LESSEE, repossess the Equipment wherever found, with or without legal process, and for this purpose LESSOR and/or its agents may enter upon any premises under the control or jurisdiction of LESSEE or any agent of LESSEE without liability for suit, action or proceeding by LESSEE (any damages occasioned by such declarationrepossession being hereby expressly waived by LESSEE) and remove the Equipment therefrom; or /bullet/ at LESSOR'S sole option, LESSOR may perform for LESSEE and LESSEE will be responsible for cost of performance plus interest thereon. Notwithstanding the fact that any or all of the Equipment is returned to or repossessed by LESSOR, LESSEE shall remain liable for the entire amount of unpaid Monthly Lease Payment(s), plus all other unpaid sums or charges that accrue prior to the date of LESSEE'S default, together with all costs and expenses incurred by LESSOR as set forth herein, including its reasonable attorneys' fees, with accelerated payments being discounted to present value as of the date of default at an annual discount rate of six percent (6%). If LESSEE fails to redeliver any Equipment to LESSOR or LESSOR is unable for any reason to effect repossession of any Equipment, or LESSOR in its sole discretion does not repossess any of the Equipment, then, with respect to such Loan Amount Equipment, LESSEE shall be liable for, in addition the entire amount of unpaid Monthly Lease Payments, LESSOR'S estimated residual value, with both the accelerated payments and accrued interest residual value being discounted to present value as of the date of default at an annual factor of six percent (6%), plus all other unpaid sums of charges together with all costs and expenses incurred by, LESSOR including its reasonable attorneys' fees. LESSOR, at its option,may apply the Initial Payments against the LESSEE'S obligations under this Lease. Any repossession, resale or re-Lease of any Equipment by LESSOR shall thereupon become due not be a bar to the institution of litigation by LESSOR against LESSEE for damages for breach of this Lease, as hereinbefore provided, and payable immediately within five (5) business days from the Lender’s written requestcommencement of any obligation or the entry of judgment against LESSEE shall not be a bar of LESSOR'S rights to repossess any or all of the Equipment. To the extent permitted by applicable law, LESSEE hereby waives any rights now or hereafter conferred by stature of otherwise which may require LESSOR to sell, lease or otherwise use any Equipment in mitigation of LESSEE'S damages, as set forth in this Paragraph or which may otherwise limit or modify any of LESSOR'S rights or remedies under this Paragraph. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount that any court of competent jurisdiction determines that any provision of this Note Lease is invalid or unenforceable in whole or in part, such determination shall be increased to, and not prohibit LESSOR from establishing its damages sustained as a result of any breach of this Note shall bear interest at, a monthly rate equal Lease in any action or proceeding in which LESSOR seeks to one and a half percent (1.5%) recover such damages or to the maximum rate permitted by law (the "Default Rate") from the expiration return of the five (5) business day period until such unpaid Equipment. All remedies of LESSOR hereunder are cumulative and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lendermay, to the extent permitted by law, for all reasonable costs be exercised concurrently or separately, and expensesthe exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of LESSOR to exercise, including but not limited to reasonable attorneys’ fees, incurred by the Lender and no delay in collecting exercising any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon hereunder preclude. Damages occasioned by LESSOR'S taking possession of Equipment are hereby waived by LESSEE. All legal and equitable, actions between LESSEE and LESSOR can be brought in a court of competent jurisdiction at the Lender is intended to be exclusive said election and determination of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseLESSOR, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseLESSEE consents thereto.

Default Remedies. 8.1 Failure by any party to perform any material term or provision of this Agreement required to be performed by such party shall constitute an event of default (a) an “Event of Default”). For purposes of this Agreement, a party claiming another party is in default shall be referred to as the “Complaining Party”, and the party alleged to be in default shall be referred to as the “Party in Default.” 8.2 In the event that a Complaining Party desires to assert that an Event of Default has occurred hereunder, the Complaining Party shall give written notice of default to the Party in Default, specifying in reasonable detail the default complained of by the Complaining Party. Delay in giving such notice shall not constitute a waiver of any default. In the event of any Event of Default (whether or not material), the Party in Default shall use reasonable efforts to cure, correct or remedy the Event of Default claimed. Any failures or delays by a Complaining Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by a Complaining Party in asserting any of its rights and remedies shall not deprive the Complaining Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. If an Event of Default (other than occurs, prior to the Complaining Party exercising any remedies pursuant to the further provisions of this Section 8.2, the Complaining Party shall give the Party in Default written notice of such default and an insolvency opportunity to cure the default within the applicable time period set forth herein. 8.3 If the default is reasonably capable of being cured within 30 days, the Party in Default shall have such period to effect a cure prior to exercise of remedies by the Complaining Party. If the nature of the alleged default is such that it cannot practicably be cured within such 30 day period, the Party in Default shall have such additional time as is reasonably necessary to cure such Event of Default, provided that: (i) has occurred the cure is commenced within such 30 day period; (ii) the cure is diligently prosecuted to completion at all times thereafter; and is continuing(iii) at the earliest reasonably practicable date (in no event later than 30 days after the Party in Default’s receipt of the notice of default), the Lender, by Party in Default provides written notice to the CompanyComplaining Party that the cure cannot practicably be completed within such 30 day period. Subject to the foregoing, if the Party in Default fails to cure a material Event of Default in accordance with the foregoing, the Complaining Party, at its option, may declare the Loan Amount of terminate this Note and all accrued interest thereon Agreement, and/or institute legal proceedings pursuant to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestthis Agreement. In the event that the Company Party in Default fails to pay all outstanding Amounts cure a non-material Event of Default within this five (5) business day the applicable cure period, the interest rate on the unpaid Complaining Party shall have all of its rights and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration remedies with respect thereto as may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing available at law or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwisesubject to the express limitations on remedies set forth in this Agreement; provided that this Agreement shall not be terminated in respect to a non-material Event of Default. 8.4 Subject to notice of default and opportunity to cure under Section 8.3, and every such right or remedy shall be cumulative and shall be subject further to the limitation on remedies set forth in Section 8.5, in addition to every any other such right rights or remedies, any party to this Agreement may institute legal action to cure, correct or remedy contained any default of the other party, to enforce any covenants or agreements herein to be performed by the other party, to enjoin any threatened or attempted violation hereof, or to obtain any other remedies consistent with this Agreement. 8.5 The parties agree that the City shall have limited remedies for monetary damages (in an amount not to exceed the aggregate amount of permit or similar fees for which Developer is responsible in connection with the Improvements) and therein specific performance as specifically provided for in this Section 8.5. The City shall not have any right to compel specific performance with respect to the construction of the Improvements, or now any obligation herein to do so. Further, the City shall have no right to monetary damages as a result of Developer’s failure to construct, operate, lease, or hereafter existing at law, in equity, by statute derive revenue from the Improvements. In no event shall the City be entitled to consequential damages or otherwisepunitive damages for any breach of this Agreement. This Section 8.5 shall not be construed to relieve Developer from compliance with Section 4J above concerning establishment of appropriate bonds.

Default Remedies. (a) If an Upon the occurrence and during the continuance of any Event of Default (other than an insolvency Event of Default) has occurred and is continuingspecified in Section 6(a)-(k), the Lender, by notice to the Company, Lender at its option may declare the Loan Amount of this Note (principal, interest and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5other amounts) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without notice or demand of any declaration or kind. Upon the occurrence of any act Event of Default specified in Section 6(l)-(m), this Note (principal, interest and other amounts) shall be immediately and automatically due and payable without action of any kind on the part of any Lender. Such declaration Upon the occurrence and during the continuance of acceleration any Event of Default, Lender may be rescinded exercise any rights and past defaults may be waived by the Lenderremedies under this Note, any related document or instrument (including without limitation any pertaining to collateral), and at law or in equity. (b) Lender may, by written notice to Borrower, at any time and from time to time, waive any Event of Default or "Unmatured Event of Default" (as defined below), which shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Lender and Borrower shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No course of dealing or failure to exercise, and no delay or failure in exercising, on the part of Lender of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the Lender to exercise of any right under this Section shall operate as a waiver of such right other right, power or otherwise prejudice the Lender’s rights, powers and remediesprivilege. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs rights and expenses, including but remedies of Lender herein provided are cumulative and not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right rights or remedy contained herein remedies provided by law. "Unmatured Event of Default" means any event or existing at law, in equity, by statute condition which would become an Event of Default with notice or otherwise, and every such right the passage of time or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseboth.

Default Remedies. If (a) If Lessee shall default in the payment of any rent or in making any other payment hereunder when due, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to Lessor arising independently of this lease, or (c) Lessee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Lessee by Lessor, or (d) Lessee becomes insolvent or makes an Event assignment for the benefit of Default creditors, or (other than an insolvency Event of Defaulte) has occurred and is continuing, the Lender, by notice Lessee applies for or consents to the Companyappointment of a receiver, may trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies. (a) To declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become rent hereunder immediately due and payable as to any or all items of the equipment, without any declaration notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdemand to Lessee. (b) No course To sue for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderhe equipment. (c) No right To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing. (d) To terminate this lease as to any or all items of equipment. (e) To pursue any other remedy herein conferred upon at law or in equality. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the Lender is intended full performance of all obligations on the part of Lessee to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseperformed under this Lease. All such remedies are cumulative, and every such right may be exercised concurrently or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseseparately.

Default Remedies. If (a) If Lessee shall default in the payment of any rent or in making any other payment hereunder when due, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to Lessor arising independently of this lease, or (c) Lessee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Lessee by Lessor, or (d) Lessee becomes insolvent or makes an Event assignment for the benefit of Default creditors, or (other than an insolvency Event of Defaulte) has occurred and is continuing, the Lender, by notice Lessee applies for or consents to the Companyappointment of a receiver, may trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies. (a) To declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become rent hereunder immediately due and payable as to any or all items of the equipment, without any declaration notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdemand to Lessee. (b) No course To ▇▇▇ for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderhe equipment. (c) No right To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing. (d) To terminate this lease as to any or all items of equipment. (e) To pursue any other remedy herein conferred upon at law or in equality. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the Lender is intended full performance of all obligations on the part of Lessee to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseperformed under this Lease. All such remedies are cumulative, and every such right may be exercised concurrently or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseseparately.

Default Remedies. (a) If In the event an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount occurs under Paragraph 20 of this Note Lease, LESSOR may exercise any one or more of the following remedies: a) reenter and all accrued interest thereon to be immediately due and payabletake possession of the Premises without termination of this Lease, and upon any such declarationuse its best efforts to ease the Premises to or enter into an agreement with another person for the account of LESSEE; b) terminate this Lease, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days exclude LESSEE from possession of the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased toPremises, and this Note shall bear interest at, a monthly rate equal use its best efforts to one and a half percent (1.5%lease the Premises to or enter into an agreement with another in accordance with applicable law; c) or to the maximum rate permitted by law (the "Default Rate") exclude LESSEE from the expiration possession of the five (5Premises, with or without terminating this Lease and operate the Premises itself; d) business day period until such unpaid and outstanding Loan Amount terminate the Lease, exclude LESSEE from possession of this Note is repaid in full. If an insolvency Event of Default has occurredthe Leased Premises, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration sell all or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender Premises at the best price obtainable (provided such sale is permitted by applicable law,) such sale to be on such terms and conditions as LESSOR, in its sole discretion, shall determine and apply the proceeds of such sale less any expenses thereof for the account of LESSEE. e) exercise any right remedies available to it under the Minnesota Uniform Commercial Code; f) take whatever action at law or in equity may appear necessary or appropriate to collect the Basic Rent and Additional Rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of LESSEE under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender Lease. g) in collecting any sums due on this Note or in otherwise enforcing exercising any of its remedies set forth in this Section, LESSOR may, whether or not the Lender's rights hereunderLease is then in effect, hold LESSEE liable for the difference between the payments and other costs for which LESSEE is responsible under this Lease. (ch) No right or remedy herein conferred upon the Lender or reserved to LESSOR is intended to be exclusive of any other right available remedy or remedy contained herein or existing at lawremedies, in equity, by statute or otherwise, and every but each such right or remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or thereafter existing at law or in equity by statute. No delay or omission to exercise any such right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle LESSOR to exercise any remedy contained reserved to it in this Provision, it shall not be necessary to give any notice, other than such notice as may be herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseexpressly required.

Default Remedies. If (a) If I shall default in the payment of any rent or in making any other payment hereunder when due, or (b) I shall default in the payment when due of any indebtedness of Mine to You arising independently of this EQUIPMENT RENTAL (LEASE) AGREEMENT, or (c) I shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Me by You, or (d) I become insolvent or make an Event assignment for the benefit of Default creditors, or (other than an insolvency Event of Defaulte) has occurred and is continuing, the Lender, by notice I apply for or consent to the Companyappointment of a receiver, may trustee, or liquidator or of all or a substantial part of My assets under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law provided for the relief of debtors, then, if and to the extent permitted by applicable law. You shall have the right to under any other insolvency law or law providing for the relief of debtors, then, it and to the extent permitted by applicable law. You shall have the right to exercise any one of more of the following remedies. (a) To declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become rent hereunder immediately due and payable as to any or all items of the Equipment, to encompass any and all combination of tangible assets, without any declaration notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdemand to Me. (b) No course of dealing To ▇▇▇ for and recover all rents, and other payments and charges, then accrued or delay thereafter accruing, with respect to any or failure on the part all items of the Lender to exercise Equipment; encompassing any right under this Section shall operate as a waiver and all combination of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereundertangible assets. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive To take possession of any or all items of the Equipment, encompassing any and all combination of tangible assets, without demand, notice, or legal process, wherever they may be located. I hereby waive any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this EQUIPMENT RENTAL (LEASE) AGREEMENT as to any or all items of Equipment, encompassing any and all combination of tangible assets, unless You expressly so notify Me in writing. (d) To terminate this EQUIPMENT RENTAL (LEASE) AGREEMENT as to any or all items of Equipment; encompassing any and all combination of tangible assets. (e) To pursue any other right remedy at law or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise; including attorney fees.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (ab), (c), (d), (e) If or (f) of Section 4.1, an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by Lender to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of twenty-two percent (1.522%) per annum or to the maximum rate permitted by under applicable law (the "“Default Rate") from the Interest”). In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of the five (5) business day any grace period until such unpaid enforce any and outstanding Loan Amount all of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note its rights and accrued Interest thereon will become immediately due remedies hereunder and payable without any declaration or any act on the part of any Lenderall other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to exercise this Section 4.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderconsequent thereon. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 13.1 Prior to title passing and the completion of Closing, in the event of Seller's default hereunder, Buyer's sole remedies shall be that of (ai) If an Event specific performance without abatement of Default the Purchase Price or (other than an insolvency Event ii) termination of Default) has occurred this Agreement and is continuingreturn of the Deposit. In no event shall Buyer be entitled to damages of any kind or nature; 13.2 Prior to title passing and completion of Closing, with respect to any representations or warranties of Seller contained in this Agreement, Buyer's obligations hereunder are contingent upon such representations and/or warranties contained in this Agreement being true and correct as of the Lenderdate hereof and where the context indicates, as of the date of Closing, but recision of this Agreement and return of the Deposit, shall be Buyer's exclusive remedy for any breach of any representation and/or warranty by notice Seller. 13.3 Notwithstanding the foregoing, in the event of a willful or intentional breach of a covenant, obligation or warranty by Seller under this Agreement or if Seller makes a willful or intentional material misrepresentation in this Agreement, Buyer shall be entitled to terminate this Agreement and to the Companyreturn of the Deposit and Buyer's reasonably documented Transaction Costs sustained by Buyer in connection with this Agreement; and the foregoing shall be Buyer's sole remedies under this subparagraph. 13.4 Subsequent to title passing and completion of Closing, may declare Buyer shall have recourse against Seller for its reasonably documented actual damages, sustained solely for Seller's breach of representations and warranties which survive Closing, which breach is discovered by Buyer after Closing; the Loan Amount right to pursue said recourse shall expire and terminate, as to any right on which action has not then been initiated, at the expiration of the survival periods set forth herein. 13.5 Buyer recognizes that the Property will be removed by Seller from the market during the existence of this Note Agreement and that if this purchase and sale is not consummated because of Buyer's default Seller shall be entitled to compensation for such detriment. Seller and Buyer acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Seller and Buyer agree that if the purchase and sale contemplated in this Agreement is not consummated because of Buyer's default under this Agreement, Seller shall be entitled to retain the Deposit (whether or not same has theretofore been paid) as its sole and liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all accrued interest thereon rights which it may have to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestdamages or specific performance as a result of Buyer's default under this Agreement. 13.6 Buyer's Out-of-Pocket Costs. In the event of Seller's breach or default in accordance with Section 13.3 then, in any such event, upon termination by Buyer hereunder, in addition to receiving the Company fails immediate return of the Deposit, anything in the Agreement contained to pay all outstanding Amounts within the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and expenses associated with this five Agreement and Buyer's anticipated acquisition of the Property including, without limitation, Buyer's reasonable counsel fees and costs, title expenses, survey costs, financial and accounting due diligence, Buyer's structural inspection of the Property and Buyer's environmental assessment of the Property, and other costs and expenses associated with Buyer's due diligence, (5) business day periodcollectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the interest rate on costs and expenses that the unpaid and outstanding Loan Amount parties anticipate that Buyer will incur in anticipation of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the transaction. Seller's maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right reimbursement liability under this Section 13 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderexceed $15,000. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If The occurrence of any of the following shall constitute an Event of Default under this Security Agreement: (other than an insolvency Event of Defaulti) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency An Event of Default has occurredas defined in the Lease; (ii) Debtor fails to observe or perform any other term, the Loan Amount covenant or condition of this Note Security Agreement and accrued Interest thereon will become immediately due and payable without the failure is not cured by Debtor within a period of thirty (30) days after written notice thereof from Secured Party; or (iii) Any representation or warranty of the Debtor contained in this Agreement proves to be untrue in any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendermaterial respect. (b) No course Whenever an Event of dealing or delay or failure on Default shall have occurred and so long as its continues, Secured Party may exercise from time to time any rights and remedies, including the part right to immediate possession of the Lender Collateral, available to exercise it under the Lease, this Security Agreement or applicable law. Secured Party shall have the right to hold any right under property then in or upon the Facilities (but excluding any property belonging to patients at the Facilities) at the time of repossession not covered by this Section shall operate as a waiver Security Agreement until return is demanded in writing by Debtor. Debtor agrees, in case of such right or otherwise prejudice the Lender’s rights, powers occurrence of an Event of Default and remedies. The Company will pay or reimburse upon the Lenderrequest of Secured Party, to assemble, at its expense, all of the extent permitted Collateral at a convenient place acceptable to Secured Party and to pay all costs of Secured Party of collection of all the Liabilities, and enforcement of rights hereunder, including reasonable attorneys’ fees and legal expenses, including participation in bankruptcy proceedings, and the expenses of locating the Collateral and the expenses of any repairs to any realty or other property to which any of the Collateral may be affixed or be a part. If the Collateral is disposed of at a public sale, the parties agree that (i) a public sale with at least ten (10) calendar days prior notice to Debtor and notice to the public by one publication in a local newspaper is commercially reasonable, and (ii) a disclaimer of warranties at a public or private sale is commercially reasonable. If any notification of intended disposition of any of the Collateral is required by law, for all reasonable costs such notification, if mailed, shall be deemed reasonably and expensesproperly given if sent at least ten (10) days before such disposition, including but not limited by first class mail, postage prepaid, addressed to reasonable attorneys’ feesthe Debtor either at the address set forth in the notice section hereof, incurred by the Lender in collecting or at any sums due on this Note or in otherwise enforcing any other address of the Lender's rights hereunderDebtor appearing on the records of Secured Party. (c) No TO THE EXTENT PERMITTED BY LAW, DEBTOR AGREES THAT SECURED PARTY SHALL, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, HAVE THE RIGHT TO PEACEFULLY RETAKE ANY OF THE COLLATERAL. DEBTOR WAIVES ANY RIGHT IT MAY HAVE, IN SUCH INSTANCE, TO A JUDICIAL HEARING PRIOR TO SUCH RETAKING. (d) The obligations of Debtor under this Security Agreement, the Lease and other Transaction Documents are cross-defaulted and cross-collateralized such that upon an Event of Default under the Lease, this Security Agreement and/or any such other Transaction Documents, the Secured Party has the right or remedy herein conferred upon the Lender is intended to declare such Event of Default to be exclusive an Event of Default without the benefit of any notice or grace periods contained under any or all of this Security Agreement, the Lease and the other right Transaction Documents and without limitation to resort to any or remedy contained herein or existing at lawall of the Collateral and the other collateral securing such obligations in pursuit of its remedies thereunder. (e) Debtor acknowledges and agrees that in the event that any of the Collateral is sold by the Secured Party for credit, in equity, by statute or otherwise, and every such right or remedy then credit shall be cumulative made against the Liabilities only as, if and shall be in addition to every other when cash payments are actually received by the Secured Party for such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseCollateral.

Default Remedies. (a) If an Event The following events shall be deemed to be events of Default default by LICENSEE under this Agreement: (other than an insolvency Event i) LICENSEE shall fail to pay any sum of Defaultmoney due hereunder and such failure shall continue for a period of ten (10) has occurred and is continuing, days after the Lender, by notice due date thereof; (ii) LICENSEE shall fail to the Company, may declare the Loan Amount comply with any provision of this Note Agreement not requiring the payment of money, all of which terms, provisions and all accrued interest thereon to covenants shall be immediately due and payabledeemed material, and upon such failure shall continue for a period of thirty (30) days after written notice of such default is delivered to LICENSEE; (iii) LICENSEE shall become insolvent or unable to pay its debts as they become due, or LICENSEE notifies RAILWAY that it anticipates either condition; (iv) LICENSEE takes any action to, or notifies RAILWAY that LICENSEE intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any State thereof; or a petition shall be filed against LICENSEE under any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five statute; or (5v) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note a receiver or trustee shall be increased toappointed for LICENSEE's license interest hereunder or for all or a substantial part of the assets of LICENSEE, and this Note shall bear interest at, a monthly rate equal to one and a half percent such receiver or trustee is not dismissed within sixty (1.5%60) or to the maximum rate permitted by law (the "Default Rate") from the expiration days of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderappointment. (b) No course Upon the occurrence of dealing any event or delay events of default by LICENSEE, whether enumerated in this paragraph 15 or failure not, RAILWAY shall have the option to pursue any remedies available to it at law or in equity without any additional notices to LICENSEE. RAILWAY's remedies shall include, but not be limited to, the following: (i) termination of this Agreement, in which event LICENSEE shall immediately surrender the Premises to RAILWAY; (ii) entry into or upon the Premises to do whatever LICENSEE is obligated to do under the terms of this License, in which event LICENSEE shall reimburse RAILWAY on the part of the Lender to exercise demand for any right expenses which RAILWAY may incur in effecting compliance with LICENSEE's obligations under this Section shall operate as a waiver License, but without rendering RAILWAY liable for any damages resulting to LICENSEE or the Facilities from such action; and (iii) pursuit of such right all other remedies available to RAILWAY at law or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseincluding, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at lawwithout limitation, in equity, by statute or otherwiseinjunctive relief of all varieties.

Default Remedies. If (a) If Lessee shall default in the payment of any rent or in making any other payment hereunder when due, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to Lessor arising independently of this lease, or (c) Lessee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Lessee by Lessor, or (d) Lessee becomes insolvent or makes an Event assignment for the benefit of Default creditors, or (other than an insolvency Event of Defaulte) has occurred and is continuing, the Lender, by notice Lessee applies for or consents to the Companyappointment of a receiver, may trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies. (a) To declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become rent hereunder immediately due and payable as to any or all items of the equipment, without any declaration notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdemand to Lessee. (b) No course To ▇▇▇ for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderhe equipment. (c) No right To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing. (d) To terminate this lease as to any or all items of equipment. (e) To pursue any other remedy herein conferred upon at law or in equality. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the Lender is intended full performance of all obligations on the part of Lessee to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseperformed under this Lease. All such remedies are cumulative, and every such right may be exercised concurrently or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseseparately.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount A. Subgrantee shall be in default of this Note and all accrued interest thereon to be immediately due and payable, and upon Subgrant Agreement if it or any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company Property Owner fails to pay all outstanding Amounts comply within this five sixty (560) business day period, days written notice from PIDC-LDC with any of the interest rate on the unpaid terms and outstanding Loan Amount conditions of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesSubgrant Agreement, including but not limited to reasonable attorneys’ feesfailure to apply the Project Funding only for the purposes explicitly permitted under this Subgrant Agreement. B. Upon default of Subgrantee under this Subgrant Agreement, PIDC-LDC may, at its sole discretion: 1) Immediately terminate this Subgrant Agreement by giving notice of termination to Subgrantee; 2) Immediately suspend all grants and payments of the Project Funding by PIDC-LDC to Subgrantee; provided, however, PIDC-LDC may, subject to the City’s approval, consent to additional grants which PIDC-LDC agrees are necessary to enable Subgrantee to make payments for obligations incurred prior to termination of this Subgrant Agreement and/or general suspension of grant payments; and/or 3) Exercise any and all other remedies available at law, equity, and under this Subgrant Agreement or any other agreement between PIDC-LDC and Subgrantee. C. Within ten (10) days of PIDC-LDC’s termination or cancellation of this Subgrant Agreement for any reason, Subgrantee must remit to PIDC-LDC a complete accounting of all the Project Funding that Subgrantee received pursuant to this Subgrant Agreement. Final statements for payment must be submitted within sixty (60) days of termination. D. No failure by the Lender in collecting City or PIDC-LDC to insist upon the strict performance of any sums due on term, covenant, agreement, provision, condition or limitation of this Note Subgrant Agreement or in otherwise enforcing to exercise any of the Lender's rights hereunder. (c) No right or remedy herein conferred consequent upon a breach of this Subgrant Agreement, and no acceptance by the Lender is intended to be exclusive City or PIDC-LDC of full or partial performance during the continuance of any such breach, will constitute a waiver of any such breach or of such term, covenant, agreement, provision, condition or limitation. No breach may be waived except by a written instrument that the City or PIDC-LDC signed. This Subgrant Agreement will continue in full force and effect with respect to any other right then existing or remedy contained herein subsequent breach of this Subgrant Agreement notwithstanding any waiver or existing at lawa breach by the City or PIDC-LDC. E. Should Subgrantee fail to use the Project Funding as permitted under this Subgrant Agreement, in equity, by statute or otherwise, and every such right or remedy Subgrantee shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisereimburse all Project Funding received from PIDC-LDC under this Subgrant Agreement within 30 days notice from PIDC-LDC.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount A. Subgrantee shall be in default of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company Subgrant Agreement if it fails to pay all outstanding Amounts comply within this five sixty (560) business day period, days written notice from PIDC-LDC with any of the interest rate on the unpaid terms and outstanding Loan Amount conditions of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesSubgrant Agreement, including but not limited to reasonable attorneys’ feesfailure to apply the Project Funding only for the purposes explicitly permitted under this Subgrant Agreement. B. Upon default of Subgrantee under this Subgrant Agreement, PIDC-LDC may, at its sole discretion: 1) Immediately terminate this Subgrant Agreement by giving notice of termination to Subgrantee; 2) Immediately suspend all grants and payments of the Project Funding by PIDC-LDC to Subgrantee; provided, however, PIDC-LDC may, subject to the City’s approval, consent to additional grants which PIDC-LDC agrees are necessary to enable Subgrantee to make payments for obligations incurred prior to termination of this Subgrant Agreement and/or general suspension of grant payments; and/or 3) Exercise any and all other remedies available at law, equity, and under this Subgrant Agreement or any other agreement between PIDC-LDC and Subgrantee. C. Within ten (10) days of PIDC-LDC’s termination or cancellation of this Subgrant Agreement for any reason, Subgrantee must remit to PIDC-LDC a complete accounting of all the Project Funding that Subgrantee received pursuant to this Subgrant Agreement. Final statements for payment must be submitted within sixty (60) days of termination. D. No failure by the Lender in collecting City or PIDC-LDC to insist upon the strict performance of any sums due on term, covenant, agreement, provision, condition or limitation of this Note Subgrant Agreement or in otherwise enforcing to exercise any of the Lender's rights hereunder. (c) No right or remedy herein conferred consequent upon a breach of this Subgrant Agreement, and no acceptance by the Lender is intended to be exclusive City or PIDC-LDC of full or partial performance during the continuance of any such breach, will constitute a waiver of any such breach or of such term, covenant, agreement, provision, condition or limitation. No breach may be waived except by a written instrument that the City or PIDC-LDC signed. This Subgrant Agreement will continue in full force and effect with respect to any other right then existing or remedy contained herein subsequent breach of this Subgrant Agreement notwithstanding any waiver or existing at lawa breach by the City or PIDC-LDC. E. Should Subgrantee fail to use the Project Funding as permitted under this Subgrant Agreement, in equity, by statute or otherwise, and every such right or remedy Subgrantee shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisereimburse all Project Funding received from PIDC-LDC under this Subgrant Agreement within 30 days notice from PIDC-LDC.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, ▇▇▇▇▇▇ may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash applying the Default Interest. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (ac), (d), (e), (f) If or (g) of Section 7, an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of such Trigger Event shall become immediately and automatically due and payable in cash applying the Default Interest, subject to any applicable cure period as set forth under this Section 8, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by ▇▇▇▇▇▇ to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of twenty-two percent (1.522%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). For the "avoidance of doubt, ▇▇▇▇▇▇ may continue making Conversions at any time following a Trigger Event or an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Lender need not provide, and accrued Interest thereon will become immediately due and payable without Borrower hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and Lender may immediately but subject to any applicable cure period as set forth under this Section 8, enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part ▇▇▇▇▇▇ at any time prior to payment hereunder and ▇▇▇▇▇▇ shall have all rights as a holder of the Lender to exercise Note until such time, if any, as ▇▇▇▇▇▇ receives full payment. No such rescission or annulment shall affect any subsequent Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate limit ▇▇▇▇▇▇’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to ▇▇▇▇▇▇▇▇’s failure to timely deliver Conversion Shares upon Conversion of the Note as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. In the event (i) any payment of rental or other sum due hereunder is not paid within ten (10) days after Tenant’s receipt of written notice that such sum was not paid by the due date thereof; (ii) Tenant shall fail to comply with any term, provision, condition or covenant of this Lease, other than an obligation requiring the payment of rental or other sums hereunder, and shall not cure such failure within thirty (30) days after notice to the Tenant of such failure to comply, or if such failure cannot reasonably be cured within such thirty (30) day period, then Tenant shall have failed to commence such cure within thirty (30) days after notice, diligently pursued such cure thereafter and completed such cure not later than ninety (90) days after notice; (iii) Tenant shall attempt to violate or violate Paragraph 12 above; or (iv) Tenant shall file a petition under any applicable federal or state bankruptcy or insolvency law or have any involuntary petition filed thereunder against it, then Landlord, in addition to any remedy available at law or in equity, shall have the option to do any one or more of the following: (a) If an Event Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant agrees to indemnify the Landlord Entities for all loss, damage and expense which Landlord may suffer by reason of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendertermination. (b) No course Without terminating this Lease, terminate Tenant’s right of dealing possession, whereupon rental shall continue to accrue and be owed by Tenant hereunder. Thereafter, at Landlord’s option, Landlord may enter upon and relet all or delay or failure on the part a portion of the Lender Premises (or relet the Premises together with any additional space) for a term longer or shorter than the remaining term hereunder and otherwise on terms satisfactory to exercise any right under this Section Landlord. Tenant shall operate as a waiver be liable to Landlord for the deficiency, if any, between Tenant’s rental hereunder and all net sums received by Landlord on account of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted reletting (after deducting all costs incurred by law, for all reasonable costs and expensesLandlord in connection with any such reletting, including but not limited to reasonable attorneys’ without limitation, tenant improvement costs, brokerage commissions and attorney’s fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder). (c) No right Pursue a dispossessory, eviction or remedy herein conferred other similar action against Tenant, in which event Tenant shall remain liable for all amounts owed hereunder, including amounts accruing hereunder from and after the date that a writ of possession is issued. (d) Perform any unperformed obligation of Tenant, including, but not limited to, cleaning up any trash, debris or property remaining in or about the Premises upon the Lender is intended to expiration or earlier termination of this Lease. Any sums expended by Landlord shall be exclusive repaid by Tenant, as additional rental, within ten (10) days after demand therefor by Landlord. Pursuit of any of the foregoing remedies shall not preclude pursuit of any other right remedies available at law or remedy contained herein or existing at law, in equity. Tenant agrees to pay all costs and expenses, including, but not limited to, reasonable attorney’s fees and consultant’s fees, incurred by statute Landlord in connection with enforcing the performance of any of the provisions of this Lease, whether suit is actually filed or otherwise, and every such right not. Acceptance of rental or remedy any other sums paid by Tenant shall not constitute the waiver by Landlord of any of the terms of this Lease or any default by Tenant hereunder. Landlord shall be cumulative required to mitigate damages only to the extent required by the laws of the Commonwealth of Virginia. If the laws of the Commonwealth of Virginia require Landlord to mitigate damages then (i) Landlord shall have no obligation to treat preferentially the Premises compared to other premises Landlord has available for leasing; (ii) Landlord shall not be obligated to expend any efforts or any monies beyond those Landlord would expend in the ordinary course of leasing space; and shall be (iii) in addition to every other such right or remedy contained herein evaluating a prospective reletting of the Premises, the term, rental, use and therein or now or hereafter existing at lawthe reputation, in equity, by statute or otherwiseexperience and financial standing of prospective tenants are factors which Landlord may properly consider.

Default Remedies. (a) If an Event The following events shall be deemed to be events of Default default by Licensee under this Agreement: (i) Licensee shall fail to pay the Fee or any other than an insolvency Event sum of Defaultmoney due hereunder and such failure shall continue for a period of ten (10) has occurred and is continuing, days after the Lender, by notice due date thereof; (ii) Licensee shall fail to the Company, may declare the Loan Amount comply with any provision of this Note Agreement not requiring the payment of money, all of which terms, provisions and all accrued interest thereon to covenants shall be immediately due and payabledeemed material, and upon such failure shall continue for a period of thirty (30) days after written notice of such default is delivered to Licensee; (iii) Licensee shall become insolvent or unable to pay its debts as they become due, or Licensee notifies Railway that it anticipates either condition; (iv) Licensee takes any action to, or notifies Railway that Licensee intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any State thereof; or a petition shall be filed against Licensee under any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five statute; or (5v) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note A receiver or trustee shall be increased toappointed for Licensee's license interest hereunder or for all or a substantial part of the assets of Licensee, and this Note shall bear interest at, a monthly rate equal to one and a half percent such receiver or trustee is not dismissed within sixty (1.5%60) or to the maximum rate permitted by law (the "Default Rate") from the expiration days of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderappointment. (b) No course Upon the occurrence of dealing any event or delay events of default by Licensee, whether enumerated in this paragraph 15 or failure not, Railway shall have the option to pursue any remedies available to it at law or in equity without any additional notices to Licensee. Railway's remedies shall include, but not be limited to, the following: (i) termination of this Agreement, in which event Licensee shall immediately surrender the Premises to Railway; (ii) entry into or upon the Premises to do whatever Licensee is obligated to do under the terms of this License, in which event Licensee shall reimburse Railway on the part of the Lender to exercise demand for any right expenses which Railway may incur in effecting compliance with Licensee's obligations under this Section shall operate as a waiver License, but without rendering Railway liable for any damages resulting to Licensee or the Facilities from such action; and (iii) pursuit of such right all other remedies available to Railway at law or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseincluding, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at lawwithout limitation, in equity, by statute or otherwiseinjunctive relief of all varieties.

Default Remedies. (a) If an Event any debit of Default (other than an insolvency Event your Current Account initiated by us is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount any obligation or provision of this Note and all accrued interest thereon to be immediately due and payableLease Agreement or any agreement with any of our Affiliates, and upon alliances or joint ventures, any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased toa default hereunder. Without limiting the foregoing, and this Note shall bear interest at, any default by you under the Merchant Agreement will be treated as a monthly rate equal to one and default under the Lease Agreement. Such a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") default would include a default resulting from the expiration early termination of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderMerchant Agreement. (b) No course Upon the occurrence of dealing any default, we may at our option, effective immediately without notice, either (1) terminate our future obligations under this Lease Agreement, repossess the FD Equipment and proceed in any lawful manner against you for collection of all charges that have accrued and are due and payable, or delay or failure on (2) accelerate and declare immediately due and payable all monthly lease charges for the part remainder of the Lender applicable lease period together with the fair market value of the FD Equipment (as determined by us), not as a penalty but as liquidated damages for our loss of the bargain. Upon any such default, we may proceed in any lawful manner to exercise obtain satisfaction of the amounts owed to us and, if applicable, our recovery of the FD Equipment, including entering onto your premises to recover the FD Equipment. In any right case, you shall also be responsible for our costs of collection, court costs and legal fees on a solicitor and client basis, as well as applicable shipping, repair and refurbishing costs of recovered FD Equipment. You agree that we shall be entitled to recover any amounts due to us under this Section Lease Agreement by debiting your Current Account or any other funds of yours that come into our possession or control, or within the possession or control of our Affiliates, alliances or joint ventures, or by setting off amounts that you owe to us against any amounts we may owe to you, in any case without notifying you prior to doing so. Any amounts payable by you pursuant to this Section11 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, be increased by an amount equal to the extent permitted by lawrate of all applicable federal, for all reasonable costs provincial and expenseslocal sales, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderuse and value-added taxes. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing: (i) In addition to all other remedies available to the Mortgagee at law or equity, the LenderMortgagee may proceed by suit to foreclose this Mortgage, to ▇▇▇ the Mortgagor for damages on account of or arising out of said continuing Event of Default or for specific performance of any provision contained herein, or to enforce any other appropriate legal or equitable right or remedy. The Mortgagee shall be entitled, as a matter of right, upon ▇▇▇▇ filed or other proper legal proceedings being commenced for the foreclosure of this Mortgage, to the appointment by any competent court or tribunal, without notice to the CompanyMortgagor or any other party, of a receiver of the rents, issues and profits of the Mortgaged Property, with power to lease and control the Mortgaged Property and with such other powers as may declare be deemed necessary. The Mortgagor hereby authorizes and empowers the Mortgagee or the auctioneer at any foreclosure sale had hereunder, for and in the name of the Mortgagor, to execute and deliver to the purchaser or purchasers of any of the Mortgaged Property sold at foreclosure good and sufficient deeds of conveyance or bills of sale thereto. All payments received by the Mortgagee as proceeds of the Mortgaged Property, or any part thereof, as well as any and all amounts realized by the Mortgagee in connection with the enforcement of any right or remedy under or with respect to this Mortgage, shall be applied by the Mortgagee as set forth in Section 16 of the Loan Amount Agreement. Several sales may be made under the provisions hereof without exhausting the right of this Note sale for any remaining part of the Indebtedness whether then matured or unmatured, the purpose hereof being to provide for a foreclosure and all accrued interest thereon sale of the Mortgaged Property for any matured part of the Indebtedness without exhausting any power of foreclosure and the power to be immediately due and payablesell the Mortgaged Property for any other part of the Indebtedness, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from whether matured at the Lender’s written requesttime or subsequently maturing. In the event any excess sales proceeds remain after payment of costs of enforcement and the Company fails matured Indebtedness such excess shall be applied as provided in the Loan Agreement. (ii) whether before or after institution of proceedings to pay all outstanding Amounts within foreclose the lien of this five (5) business day periodMortgage or before or after the sale thereunder, the interest rate on the unpaid and outstanding Loan Amount of this Note Mortgagee shall be increased toentitled, in its discretion, to do all or any of the following: (a) enter and take actual possession of the rents, the leases and other Mortgaged Property relating thereto or any part thereof personally, or by its agents or attorneys, and this Note shall bear interest atexclude the Mortgagor therefrom; (b) with or without process of law, a monthly rate equal to one enter upon and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration take and maintain possession of copies of all of the five documents, books, records, papers and accounts of the Mortgagor relating thereto, (5provided Mortgagor will be supplied with copies of such documents, books and records if Mortgagor so requests); (c) business day period until as attorney-in-fact or agent of the Mortgagor, or in its own name as mortgagee and under the powers herein granted, hold, operate, manage and control the rents, the leases and other Mortgaged Property relating thereto and conduct the business, if any, thereof either personally or by its agents, contractors or nominees, with full power to use such unpaid measures, legal or equitable, as in its discretion or in the discretion of its successors or assigns may be deemed proper or necessary to enforce the payment of the rents, the leases and outstanding Loan Amount other Mortgaged Property relating thereto (including actions for the recovery of this Note is repaid rent, actions in full. If forcible detainer and actions in distress of rent); (d) during the continuance of an insolvency Event of Default has occurredcancel or terminate any lease or sublease for any cause or on any ground which would entitle the Mortgagor to cancel the same; (e) elect to disaffirm any lease or sublease made subsequent hereto or subordinated to the lien hereof; (f) make all necessary or proper repairs, decorations, renewals, replacements, alterations, additions, betterments and improvements to the Mortgaged Property that, in its discretion, may seem appropriate; (g) insure and reinsure the Mortgaged Property for all risks incidental to the Mortgagee’s possession, operation and management thereof; and (h) receive all such rents and proceeds, and perform such other acts in connection with the management and operation of the Mortgaged Property, as the Mortgagee in its discretion may deem proper, the Loan Amount Mortgagor hereby granting the Mortgagee full power and authority to exercise each and every one of this Note the rights, privileges and accrued Interest thereon will become immediately due powers contained herein at any and payable all times after any Event of Default which is continuing without any declaration notice to the Mortgagor or any act other Person. The Mortgagee, in the exercise of the rights and powers conferred upon it hereby, shall have full power to use and apply the rents to the payment of or on account of the part following, in such order as it may determine: (xx) to the payment of the operating expenses of the Mortgaged Property, including the reasonable cost of management and leasing thereof (which shall include reasonable compensation to the Mortgagee and its agents or contractors, if management be delegated to agents or contractors, and it shall also include reasonable lease commissions and other reasonable compensation and expenses of seeking and procuring tenants and entering into leases), established claims for damages, if any, and premiums on insurance hereinabove authorized; (yy) to the payment of taxes, charges and special assessments, the costs of all repairs, decorating, renewals, replacements, alterations, additions, betterments and improvements of the Mortgaged Property, including the cost from time to time of installing, replacing or repairing the Mortgaged Property as reasonably necessary for its use or sale, and of placing the Mortgaged Property in such condition as will, in the judgment of the Mortgagee, make it readily rentable; and (zz) to the payment of any LenderIndebtedness. Such declaration The entering upon and taking possession of acceleration the Mortgaged Property, or any part thereof, and the collection of any rents and the application thereof as aforesaid shall not cure or waive any default theretofore or thereafter occurring or affect any notice or default hereunder or invalidate any act done pursuant to any such default or notice, and, notwithstanding continuance in possession of the Mortgaged Property or any part thereof by the Mortgagee or a receiver and the collection, receipt and application of the rents, the Mortgagee shall be entitled to exercise every right provided for in this Mortgage or by law or in equity upon or after the occurrence of an Event of Default which is continuing. Any of the actions referred to in this Section may be rescinded and past defaults may be waived taken by the Lender. (b) No course of dealing or delay or failure on Mortgagee without regard to the part adequacy of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice security for the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderIndebtedness. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If Upon the occurrence of an Event of Default (other than an insolvency Event of Actionable Default) has occurred and is continuing, the LenderMortgagee may, acting upon an Act of Secured Debtholders, foreclose this Instrument by notice judicial proceeding, and may invoke the power of sale and any other remedies permitted by applicable law or provided herein. Supplementing the definition of an Actionable Default, if the Mortgagor shall at any time deliver or cause to be delivered to the CompanyMortgagee without prior written consent of the Mortgagee a notice pursuant to 42 Pa. C.S. A. Section 8143 electing to limit the indebtedness secured by this Instrument, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note same shall be increased to, and this Note shall bear interest at, a monthly rate equal deemed to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If constitute an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesActionable Default. The Company will pay or reimburse the LenderMortgagor acknowledges that, to the extent permitted by applicable law, for upon the occurrence of an Actionable Default, the Mortgagee without prior judicial hearing may, acting upon an Act of Secured Debtholders, exercise the power of sale herein granted. The Mortgagor has the right to bring an action to assert the non-existence of a breach or any other defense of the Mortgagor to such sale. The Mortgagee shall be entitled to collect all reasonable costs and expensesexpenses incurred in pursuing such remedies, including including, but not limited to to, reasonable attorneys’ fees' fees and costs of documentary evidence, incurred by abstracts and title reports. If the Lender in collecting Property is sold pursuant to paragraph 23 of this Instrument, the Mortgagor or any sums due on this Note or in otherwise enforcing any person holding possession of the Lender's rights hereunder. (c) No right or remedy herein conferred Property through the Mortgagor shall immediately surrender possession of the Property to the purchaser at such sale upon the Lender purchaser's written demand. If possession is intended to be exclusive of any other right not surrendered upon the purchaser's written demand, the Mortgagor or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy person shall be cumulative a tenant at sufferance and shall may be in addition to every other such right removed by writ of possession or remedy contained herein by an action for forcible entry and therein or now or hereafter existing at law, in equity, by statute or otherwisedetainer.

Default Remedies. (a) Subject to Section 9.02(i), if an Event of Default shall have occurred and be continuing, including an Event of Default arising from the breach of a covenant, condition or other provision hereof, then upon five Business Days' prior written notice by the Lessor to the Lessee, in addition to all other rights, remedies or recourses available, the Lessor may either (A) terminate this Lease by issuing a Termination Notice or (B) terminate the Lessee's right to possession of the Property or any part thereof. (b) If the Lessor should elect to terminate this Lease as provided in clause (A) of Section 9.02(a), then this Lease and the estate hereby granted shall expire and terminate at midnight on the fifth Business Day (or such later date as may be specified therein) after the date of such notice, as fully and completely and with the same effect as if such date was the date herein fixed for the expiration of the Term and all rights of the Lessee shall terminate, but the Lessee shall remain liable as hereinafter provided. (c) Should the Lessor elect not to terminate this Lease, this Lease shall continue in effect and the Lessor may enforce all the Lessor's rights and remedies under this Lease including the right to recover the Fixed and Additional Rent as each becomes due under this Lease. For the purposes hereof, the following do not constitute a termination of this Lease: (i) Acts of maintenance or preservation of the Property or any part thereof or efforts to relet the Property or any part thereof, including termination of any sublease of the Property to a third party and removal of such subtenant from the Property; (ii) The appointment of a receiver upon initiative of the Lessor to protect the Lessor's interest under this Lease; and/or (iii) The exercise of any rights under Section 11.02. (d) If an Event of Default (other than an insolvency Event of Default) has shall have occurred and is be continuing, upon five Business Days' notice, the LenderLessor shall have (i) the right, whether or not this Lease shall have been terminated pursuant to Section 9.02(a), to re-enter and repossess the Property or any part thereof, as the Lessor may elect, by notice to summary proceedings, ejectment, any other legal action or in any other lawful manner the Company, may declare the Loan Amount of this Note and all accrued interest thereon Lessor determines to be immediately due necessary or desirable and payable, (ii) the right to remove all Persons and upon property therefrom. The Lessor shall be under no liability by reason of any such declarationre-entry, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.repossession or

Default Remedies. If a Default shall have occurred and be continuing, Grantor may from time to time in its discretion, without limitation and without notice except as otherwise provided for herein or by Applicable Law: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note Obligations hereunder and all accrued interest thereon other amounts owing under this Agreement to be immediately due and payable, presentment, demand, protest, notice of termination, notice of acceleration, notice of intent to accelerate and upon all other notices of any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or kind are hereby expressly waived by Grantee to the maximum rate fullest extent permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderapplicable law. (b) No course proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of dealing any covenant or delay agreement contained in this Agreement and the other Homeowner Assistance Documents or failure on any instrument pursuant to which the part Obligations to Grantor are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderGrantor. (c) exercise all rights granted under the Mortgage No right or remedy herein conferred upon the Lender Grantor is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or each remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein given hereunder or now or hereafter existing at law, law or in equity, equity or by statute or otherwiseany other provision of law; Grantee agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ notice to Grantee of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Grantor shall not be obligated to make any sale of property regardless of notice of sale having been given. Grantor may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Default Remedies. (a) If an Event 13.1 In the event that any of Default (other than an insolvency Event Seller's representations or warranties contained in this Agreement are materially or prejudicially untrue or if Seller shall have failed to have performed any of Default) has occurred the covenants and/or agreements contained in this Agreement which are to be performed by Seller, on or before the date set forth in this Agreement for the performance thereof, or if any of the conditions precedent to Buyer's obligation to consummate the transaction contemplated by this Agreement shall have failed to occur, Buyer may, at its option, rescind this Agreement by giving written notice of such rescission to Seller and is continuingSeller shall immediately thereafter return the Deposit, and thereupon, subject to the provisions of Section 13.3 below, the Lenderparties shall have no further liability to each other hereunder. In the alternative, but without limiting Buyer's right upon any default by notice Seller hereunder to receive the Companyprompt return of the Deposit, Buyer may declare the Loan Amount seek to enforce specific performance of this Note Agreement. 13.2 Buyer recognizes that the Property will be removed by Seller from the market during the existence of this Agreement and that if this purchase and sale is not consummated because of Buyer's default Seller shall be entitled to compensation for such detriment. Seller and Buyer acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Seller and Buyer agree that if the purchase and sale contemplated in this Agreement is not consummated because of Buyer's default under this Agreement, Seller shall be entitled to retain the Deposit as liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all accrued interest thereon rights which it may have to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestdamages or specific performance as a result of Buyer's default under this Agreement. 13.3 Buyer's Out-of-Pocket Costs. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of Seller's breach or default hereunder which results in Buyer's termination of this Note Agreement, or in the event that Seller shall be increased tofail to perform any term, covenant or agreement, or satisfy any condition herein stipulated (including, without limitation, a failure of title), then, in any such event, upon termination by Buyer hereunder, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and expenses associated with this Agreement and Buyer's anticipated acquisition of the Property including, without limitation, Buyer's reasonable counsel fees and costs, title expenses, survey costs, and this Note shall bear interest atother costs and expenses associated with Buyer's due diligence, a monthly rate equal to one including, without limitation, legal, financial and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration accounting due diligence, Buyer's structural inspection of the five Property and Buyer's environmental assessment of the Property (5) business day period until such unpaid collectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the costs and outstanding Loan Amount expenses that the parties anticipate that Buyer will incur in anticipation of this Note is repaid in fulltransaction. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right Seller's maximum reimbursement liability under this Section 13.3 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderexceed Twenty Five Thousand ($25,000) Dollars. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. In the event, (a) If an Event all or any portion of Default the adjusted Monthly Rental is not paid at the time and place when and where due; (b) the Premises shall be deserted or vacated by Lessee; (c) Lessee shall fail to comply with any term, provision, condition, or covenant of this Lease, other than an insolvency Event the payment of Default) has occurred rent, or any of the Rules and is continuingRegulations now or hereafter established for the Building, the Lender, by and shall not cure such failure within ten days after notice to Lessee of such failure to comply; (d) a receiver is appointed for a substantial part of the Companyassets of Lessee; (e) the leasehold interest of Lessee herein is levied on under execution — in any such events, Lessor shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease: (1) Terminate this Lease, in which event Lessee shall immediately surrender the Premises to Lessor. If Lessee shall fail to surrender the Premises, Lessor may, without further notice and without prejudice to any other remedy Lessor may have for possession or arrearages in rent or damages for breach of contract, enter upon the Premises and take possession thereof. In the event of such termination, Lessor may, at its option, declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon the Monthly Rental which would become due and payable immediately within five (5) business days from during the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration remainder of the five (5) business day period until such unpaid and outstanding Loan Amount of Lease Term had this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately Lease not been terminated to be due and payable without any declaration immediately, in which event, Lessee agrees to pay the same at once, together with all rents theretofore due, at the office of Lessor; provided, however, that such payments shall not constitute a penalty or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing forfeiture or delay or failure on the part liquidated damages, but shall merely constitute payment in advance of the Lender Monthly Rental for the remainder of the said Term. Upon making such payment, Lessee shall receive from Lessor all rents as and when actually received by Lessor from other tenants for the Premises during the period which would have constituted the Lease Term if the Lease had not been terminated; provided, however, that the monies to exercise any right which Lessee shall so become entitled shall in no event exceed the entire amount payable, and actually paid, by Lessee to Lessor under the preceding sentence of this Section shall operate as a waiver of such right or otherwise prejudice the Lendersubparagraph, less Lessor’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable actual costs and expenses, including but not limited reasonable attorney’s fees and court costs incurred as a result of such termination. (2) Enter the Premises as the agent of Lessee, by force if necessary, without being liable to reasonable attorneys’ feesprosecution or any claim for damages therefor, incurred and relet the Premises and receive the rent therefor, and Lessee shall pay the Lessor any deficiency that may arise by reason of such reletting on demand at any time and from time to time at the Lender in collecting any sums due on this Note or in otherwise enforcing office of Lessor. Pursuit of any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive foregoing remedies shall not preclude pursuit of any of the other right remedies herein provided or remedy contained herein any other remedies provided by law or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseequity under the laws of the State of Georgia.

Default Remedies. 22.01 Each of the following shall constitute a default by Tenant under this Lease: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company if Tenant fails to pay any installment of rent and such failure continues for more than seven (7) days after delivery to Tenant of written notice from Landlord that such rent installment was not paid when due under this Lease; (b) if Tenant fails to timely comply with any or all outstanding Amounts of the other obligations specifically imposed on Tenant under this Lease and such failure continues for more than thirty (30) days after Landlord’s delivery to Tenant of written notice of such default; provided, however, that if the default cannot, by its nature, be cured within this five such thirty (530) business day period, Tenant shall not be deemed in default if and so long as it commences a cure of such default within the interest rate on initial thirty (30) day cure period, and thereafter diligently and continuously pursues such cure to completion; or (c) Tenant or any guarantor hereof shall file a petition in bankruptcy of insolvency or for reorganization or arrangement under the unpaid and outstanding Loan Amount bankruptcy laws of this Note the United States or under any insolvency act of any state, or shall voluntarily take advantage or any such law or act by answer or otherwise, or shall be increased todissolved or shall make an assignment for the benefit of creditors. (a) Landlord, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or in addition to the maximum rate permitted by law (remedies given in this Lease or under the "Default Rate") from the expiration law, may do any one or more of the five following if Tenant commits a default under Section 22.01: (5i) business day period until such unpaid terminate this Lease, in which case Tenant shall then surrender the Premises to Landlord; or (ii) enter and outstanding Loan Amount take possession of this Note is repaid the Premises in full. If an insolvency Event of Default has occurredaccordance with applicable law and remove Tenant, with or without having ended the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderLease. (b) No course In the event of dealing declaration of forfeiture pursuant to 22.02(a)(ii) above at or delay after the time of re-entry, Landlord may re-lease the Premises or failure on the part any portion(s) of the Lender to exercise any right Premises for a term or terms and at a rent which may be less than or exceed the balance of the Term of and the rent reserved under this Section shall operate as a waiver of Lease. In such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company event Tenant will pay to Landlord as liquidated damages for Tenant’s default any deficiency between the total rent reserved and the net amount, if any, of the rents collected on account of the lease or reimburse leases of the LenderPremises which otherwise would have constituted the balance of the term of this Lease. In computing such liquidated damages, there will be added to the extent permitted by lawdeficiency any expenses which Landlord may incur in connection with re-leasing, for all reasonable costs and such as legal expenses, including but not limited to reasonable attorneys’ fees, incurred brokerage fees and expenses, advertising and for keeping the Premises in good order or for preparing the Premises for re-leasing. Any such liquidated damages will be paid in monthly installments by Tenant on the Lender in collecting date which minimum net rental is due and any sums due on this Note or in otherwise enforcing suit brought to collect the deficiency for any month will not prejudice Landlord’s right to collect the deficiency for any subsequent month by a similar proceeding. In lieu of the Lender's rights hereunderforegoing computation of liquidated damages, Landlord may elect, at its sole option, to receive liquidated damages in one payment equal to any deficiency between the total rent reserved hereunder and the fair and reasonable rental of the premises, both discounted at ten percent (10%) per annum to present value at the time of declaration of forfeiture. (c) No right Landlord shall use its best efforts to mitigate its damages by making commercially reasonable efforts to relet the Premises on reasonable terms. Landlord may relet for a shorter or remedy herein conferred upon longer period of time than the Lender is intended Term and make any necessary repairs or alterations. Landlord may relet on any commercially reasonable terms including a reasonable amount of free rent. If Landlord relets for a period of time longer than the current Lease Term, then any special concessions given to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy the new tenant shall be cumulative and allocated throughout the entire reletting Term to not unduly reduce the amount of consideration received by Landlord during the remaining period of Tenant’s Term. 22.03 Landlord shall be in addition default of this Lease if it fails to every other perform any obligation of Landlord under this Lease and such right failure is not cured within forty-five (45) days after written notice thereof is given by Tenant to Landlord; however, if such failure cannot reasonably be cured within forty-five (45) days, Landlord shall not be in default of this Lease if Landlord commences to cure the failure within such forty-five (45) day period, diligently continues to cure the default, and completes the cure within an additional 90 days. If Landlord does not act with diligence to cure the default or remedy contained herein and therein such default remains uncured after the expiration of the Landlord’s cure period or now or hereafter existing at lawif, in equityan emergency situation where Tenant will suffer material harm if it does not act immediately to cure the default and provides Landlord with contemporaneous telephonic notice (followed by written notice to Landlord) of the nature of the emergency and the limited cure that Tenant plans to undertake (which cure shall be limited only to protect against material harm to Tenant), Tenant may cure the default at Landlord’s expense (to the extent that the costs and expenses of the cure are reasonable). If pursuant to the foregoing Tenant pays any reasonable sum in order to cure Landlord’s default, such reasonable sum shall be reimbursed, together with interest thereon at 10% per annum, by statute Landlord to Tenant upon forty-five (45) days’ written notice, which notice shall include all necessary supporting documentation, and Tenant shall not be entitled to offset any such amounts against minimum net rent or otherwiseany other amount due under this Lease.

Default Remedies. 5.1. If the Guarantors default under the terms of the Guaranties and fail to cure such default within 30 days of receiving written notice of default from Company, the Company (a) If an Event will be entitled to direct the Escrow Agent to sell that amount of Default (other than an insolvency Event of Default) has occurred and is continuingPledged Shares, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Pledgor’s behalf, as necessary to repay the Tronco Loan Amount of this Note shall be increased toin full, and this Note shall bear interest at, a monthly rate equal subject to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration all applicable holding periods under Rule 144 of the five (5) business day period until such unpaid Securities Act of 1933 and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredrequired black-out periods, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course will be entitled to vote the Pledged Shares and receive and retain, as payment of dealing interest or delay or failure principal on the part Note, any and all dividends and any other distributions declared or paid upon the Pledged Shares during such period, until such time as the Guarantors cure such default, and (c) may also exercise all of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesremedies of a secured party under the Uniform Commercial Code in force in the State of Utah at the date of execution of this Agreement and any other applicable law. 5.2. Subject to Section 5.1, upon the occurrence of an event of default under the Guaranties, and during the continuation thereof, and at any time thereafter: 5.2.1. If notice to Pledgor is required by the Uniform Commercial Code of Utah of public or private sale of Pledged Shares, Company may give written notice to Pledgor five days prior to the date of public sale of the Pledged Shares or prior to the date after which private sale of the Pledged Shares. The Company will pay may apply the proceeds of any disposition of the Pledged Shares to satisfaction of the Indebtedness and the expenses of sale in any order of preference which Company, in its sole discretion, chooses. Pledgor shall remain liable for any deficiency. 5.2.2. Pledgor irrevocably makes, constitutes, and appoints the Company its true and lawful attorney for it and in its name, place, and stead to do any and every act and exercise any and every power that Pledgor might or reimburse could do or exercise to fully, effectually, and finally carry out and comply with all of the Lenderterms and provisions of this Agreement, to attend all meetings of the extent permitted by lawshareholders, for and then and there to vote in its name, stead, and behalf any and all reasonable costs of the Pledged Shares; and expensesto make, execute, and enter into, in its stead and behalf as a shareholder in the Company, any and all consents, certificates, or other documents, including but not limited those relating to reasonable attorneys’ feesa merger with other corporations, incurred by re-organizations, or other change in the Lender corporate structure. This proxy is coupled with an interest in collecting any sums due on this Note or in otherwise enforcing any of that the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawPledged Shares, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be and remain exclusive and irrevocable so long as any Guarantor remains indebted to the Company under the Guaranties, and shall be binding upon the Pledgor and its administrators, and assigns, as the case may be. The Company shall have full power of substitution hereunder, and any party designated by Company as its substitute shall be entitled to exercise all powers herein granted with respect to any and all shares of stock mentioned or referred to in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethe Agreement.

Default Remedies. (a) If an Event Tenant shall be in default hereunder if: (i) Tenant shall fail to pay any undisputed Rent payment or other charges payable under this Lease by Tenant following thirty (30) days written notice from Landlord; (ii) Tenant shall fail to pay any Rent payment or other charges payable under this Lease by Tenant that was previously disputed but has since been determined by arbitration pursuant to Section 24(j) or mutual agreement between Landlord and Tenant to be owed to Landlord under this Lease, within fifteen (15) days of Default such arbitration award or following fifteen (15) days written notice of such mutual agreement; (iii) (x) two (2) or more disputed Rent payments or other than an insolvency Event of Defaultcharges payable under this Lease by Tenant are submitted to arbitration under Section 24(j) has occurred and is continuing, during the Lender, by notice to the Company, may declare the Loan Amount term of this Note Lease, (y) such disputed Rent payments or other charges payable under this Lease by Tenant are not deposited with a third party escrow agent reasonably acceptable to Landlord and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately Tenant within five (5) business days from following submission to arbitration and (z) the Lender’s arbitrator(s) finds in each case that the amount claimed by Landlord to be properly payable by Tenant to Landlord under this Lease is in fact properly payable to Landlord under this Lease; or (iv) (x) Landlord notifies Tenant in writing that Tenant is in material breach of one or more of its material covenants (other than payment covenants) under this Lease and such breach is not cured within thirty (30) days of receipt of such written request. In notice, (y) Landlord submits to arbitration under Section 24(j) such breach or breaches and requests termination as a remedy and (z) the event the Company fails arbitrator(s) determines (A) that Tenant has in fact materially breached one or more material covenants (other than payment covenants) under this Lease, (B) that such breach or breaches have not been cured and have caused significant harm to pay all outstanding Amounts within this five Landlord and (5C) business day period, the interest rate on the unpaid and outstanding Loan Amount that termination of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent Lease is an appropriate remedy (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration after considering other appropriate remedies short of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendertermination). (b) No course If Tenant is in default hereunder pursuant to Section 14(a) above, then Landlord shall have the right, in addition to all other rights and remedies available to it at law or in equity, to terminate this Lease upon written notice to Tenant (at least thirty (30) days written notice in the case of dealing or delay or failure a default under Section 14(a)(iii)) and, on the part date specified in such notice, this Lease and the term hereby demised and all rights of Tenant hereunder shall expire and terminate and Tenant shall thereupon quit and surrender possession of the Lender Premises to exercise Landlord (x) no later than six (6) months following such termination by Landlord in the event of a default under Section 14(a)(i) through (iii) and (y) no later than nine (9) months following such termination by Landlord in the event of a default under Section 14(a)(iv), in each case, in the condition required in this Lease, provided that Tenant shall remain bound by the terms and conditions of this Lease during the time Tenant retains possession of the Premises following a termination of this Lease, it being the intention of the parties hereto to create a conditional limitation upon the happening of a default. (c) In any right case in which (i) this Lease shall have been terminated in accordance with the express provisions of this Lease or the Master Agreement and (ii) Landlord shall have elected to recover any unpaid Rent or other charges payable under this Lease by Tenant and any portion of such sum shall remain unpaid, subject to any applicable advance notice or transition provisions set forth herein, in the TSA or in the Master Agreement, Landlord may, without further notice, enter upon and repossess the Premises, by summary proceedings, ejectment or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the Premises and may have, hold and enjoy the Premises and the rents and profits therefrom. Landlord may, in its own name, as agent for Tenant if this Lease has not been terminated, or on its own behalf if this Lease has been terminated, re-let the Premises or any part thereof for such term and on such terms (which may include concessions of free rent) as Landlord in its sole discretion may determine. Landlord may, in connection with any such re-letting, cause the Premises to be redecorated, altered, divided, consolidated with other space or otherwise changed or prepared for re-letting. No re-letting shall be deemed a surrender of the Premises. (d) Landlord shall be in default hereunder if Tenant notifies Landlord in writing that Landlord is in material breach of one or more of its material covenants (other than payment covenants) under this Lease and such breach is not cured within thirty (30) days of receipt of such written notice, (y) Tenant submits to arbitration under Section shall operate 24(j) such breach or breaches and requests termination as a waiver remedy and (z) the arbitrator(s) determines (A) that Landlord has in fact materially breached one or more material covenants (other than payment covenants) under this Lease, (B) that such breach or breaches have not been cured and have caused significant harm to Tenant and (C) that termination of such this Lease is an appropriate remedy (after considering other appropriate remedies short of termination). In the event of Landlord’s default hereunder, Tenant shall have the right to terminate this Lease in accordance with the provisions of this Section 14(d) upon written notice to Landlord. (e) If either party institutes a suit against the other party for violation of, or otherwise prejudice to enforce any covenant, term or condition of, this Lease, the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, prevailing party shall be entitled to the extent permitted by law, for reimbursement of all reasonable of its costs and expenses, including but not limited to including, without limitation, reasonable attorneys’ fees, incurred by except to the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (cextent that arbitration is required under Section 24(j) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawbelow, in equity, by statute or otherwise, and every such right or remedy which event fees shall be cumulative and shall be paid as determined in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisearbitration.

Default Remedies. If (a) If Lessee shall default in the payment of any rent or in making any other payment hereunder when due, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to Lessor arising independently of this lease, or (c) Lessee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Lessee by Lessor, or (d) Lessee becomes insolvent or makes an Event assignment for the benefit of Default creditors, or (other than an insolvency Event of Defaulte) has occurred and is continuing, the Lender, by notice Lessee applies for or consents to the Companyappointment of a receiver, may trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies: (a) To declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become rent hereunder immediately due and payable as to any or all items of the equipment, without any declaration notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdemand to Lessee. (b) No course of dealing To sue for and recover all rents, and other payments, then accrued or delay thereafter accruing, with respect to any or failure on the part all items of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderequipment. (c) No right To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing. LESSEE AUTHORIZES ▇▇▇▇▇▇, ITS EMPLOYEES, AGENTS, AND APPOINTEES TO ENTER UPON ▇▇▇▇▇▇’S PROPERTY OR PROPERTY UNDER LEASEE’S CONTROL TO TAKE POSSESSION AND TO REMOVE THE EQUIPMENT LISTED HEREIN UPON ANY RECALL, DEFAULT, OR TERMINATION OF THE LEASE. (d) To terminate this lease as to any or all items of equipment. (e) To pursue any other remedy herein conferred upon at law or in equity. Notwithstanding any said repossession or any other action which Lessor may take, Lessee shall be and remain liable for the Lender is intended full performance of all obligations on the part of Lessee to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseperformed under this Lease. All such remedies are cumulative, and every such right may be exercised concurrently or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseseparately.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of Should I default under this Note and all accrued interest thereon to be immediately due and payableNote, and upon any such declarationLender elects to accelerate payment of my Indebtedness, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay Lender may exercise all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid rights and outstanding Loan Amount remedies available to secured creditors generally under the Uniform Commercial Code, I agree to turn over and deliver the Collateral to Lender at my expense, at the time and at the location Lender may demand of this Note is repaid in fullme. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the LenderAlternatively, to the extent permitted by applicable law, Lender may enter any premises or other place where the Collateral may be located, and take possession of the Collateral, and all other property then located on or In the Collateral, provided that Lender Is able to do so without breach of the peace. To the extent permitted by applicable law, Lender may then sell the Collateral without warranty at public or private sale, and apply the sale proceeds to the satisfaction of my Indebtedness. Unless otherwise required by applicable law, Lender has no obligation to clean-up, repair, or prepare the Collateral for all sale. I -hereby agree that Lender may advertise and sell repossessed Collateral through www.usedtauckinventoryeem or other Internet websites through which equipment or motor vehicles similar to the Collateral Is sold and that such sale shall be deemed- a commercially reasonable costs and expensesdisposition of the Collateral. Any requirement that Lender notify me of the sale or other disposition of the Collateral will be satisfied if Lender sends me a written communication at least ten (10) days in advance of the date on which a public sale is scheduled, including but not limited or within ten (10) days in advance of the time after which a private sale or other disposition may take piece. Furthermore, to reasonable attorneys’ feesthe extent permitted by applicable law, incurred by the upon default Lender in collecting may cancel any sums due on insurance financed under this Note or in otherwise enforcing any of and apply the Lender's rights hereunderrefunded premium to my Indebtedness and I authorize Lender to notify anyone using equipment to pay Lender directly for my Indebtedness. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event The occurrence of Default (other than an insolvency Event one or more of Default) has occurred the following events shall constitute a material default and is continuing, the Lender, by notice to the Company, may declare the Loan Amount breach of this Note and all accrued interest thereon Lease by Tenant: (A) Failure by Tenant to make payment of any Rent herein agreed to be immediately due paid or any other payment required to be made by Tenant hereunder, as and payablewhen due, and such a failure shall continue for a period of ten (10) days following delivery to Tenant of written notice from Landlord of such failure; (B) The making by Tenant of any assignment or arrangement for the benefit of creditors; (C) The filing by Tenant of a petition in bankruptcy or for any other relief under the Federal Bankruptcy Law or any other applicable statute; (D) The levying of an attachment, execution of other judicial seizure upon any Tenant’s property in or interest under this Lease, which is not satisfied or released or the enforcement thereof stayed or superseded by an appropriate proceeding within sixty (60) days thereafter; (E) The filing of an involuntary petition in bankruptcy or for reorganization or arrangement under the Federal Bankruptcy Law against Tenant and such declarationinvoluntary petition is not withdrawn, such Loan Amount and accrued interest shall thereupon become due and payable immediately dismissed, stayed or discharged within five sixty (560) business days from the Lenderfiling thereof; (F) The appointment of a receiver or trustee to take possession of the property of Tenant or of Tenant’s business or assets and the order or decree appointing such Receiver or Trustee shall have remained in force undischarged or unstayed for sixty (60) days after the entry of such order or decree; (G) The failure by Tenant to perform or observe any other term, covenant, agreement or condition to be performed or kept by Tenant under the terms, conditions, or provisions of this lease, and such a failure shall continue uncorrected for thirty (30) days after written request. In notice thereof has been given by Landlord to Tenant, provided if such failure is of a type that with reasonable diligence may not be cured within thirty (30) days, then so long as Tenant commences and thereafter diligently pursues the event the Company fails to pay all outstanding Amounts cure of such failure within this five said thirty (530) business day period, Tenant shall have such additional time as is reasonably necessary under the interest rate on the unpaid circumstances to cure such failure and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, Tenant delivers to Landlord a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration reasonably detailed timeline of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendercure. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event during the term of Default this Charter: (i) Charterers shall make default for two Business Days in any payment in respect of Charter Hire due under the terms of this Charter. (ii) Charterers shall fail for a period of thirty (30) Business Days after written notice thereof has been given to Charterers by Owners to perform and observe any of the covenants, conditions, agreements or stipulations on the part of Charterers to be performed or observed contained herein (other than an sub-clause (a)(i) and (v) of this Clause). (iii) Charterers cease doing business as a going concern or generally cease to pay their debts as they become due or any proceedings under any bankruptcy or insolvency Event laws are instituted against Charterers or if a receiver or trustee is appointed for Charterers or for any of Defaulttheir assets or properties, and such proceeding is not dismissed, vacated or fully stayed within sixty (60) has occurred days. (iv) Charterers shall create or suffer to exist any mortgage, charge, pledge or other like encumbrance over the Vessel or any part thereof not created or caused by Owners or by persons claiming by, through or under Owners or shall have abandoned the Vessel. The foregoing provisions shall not apply to any notice of abandonment which Charterer’s may give to insurers under the provisions of Clause 12. (v) Charterers fail to comply with any of their obligations as to insurance contained in Clause 11. (vi) Charterers shall within thirty (30) days of any scheduled date of redelivery hereunder fail to provide adequate bail or security when required so to do in respect of any maritime lien, possessory lien or statutory right in rem which may be acquired over the Vessel not created or caused by Owners or by persons claiming by, through or under Owners in order to prevent the Vessel being arrested, impounded or seized or if any such lien, right or claim over the Vessel is exercised by the arrest, attachment, detention, impounding or seizure of the Vessel under any distress execution or other process, or any distress or execution is levied thereon, and is continuing, Charterers fail to use their best endeavors to procure the Lenderrelease of the Vessel therefrom within thirty (30) days of any scheduled date of redelivery hereunder. THEN AND IN ANY SUCH EVENT Owners may, by written notice to the CompanyCharterers, may declare the Loan Amount of this Note and all accrued interest thereon Charter to be immediately due in default and payableOwners may: (i) Upon written demand, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased cause Charterers at Charterers’ expense to, and this Note Charterers shall bear interest atpromptly, a monthly rate equal redeliver the Vessel or cause the Vessel to one be redelivered, with all reasonable dispatch to Owners and a half percent (1.5%) or to in the maximum rate permitted condition required by law (the "Default Rate") from terms of Clause 8 as if the Vessel were being redelivered at the expiration of the five Charter Period, and all obligations of Charterers under said Clause 8 shall apply to such redelivery, or (5ii) business day period until such unpaid Owners or their agent, at Owners’ option, without further notice, may, but shall be under no obligation to, retake the Vessel wherever found, whether upon the high seas or in any port, harbor, or other place and outstanding Loan Amount irrespective of this Note is repaid in full. If an insolvency Event of Default has occurredwhether Charterers, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration subcharterer or any act on the part of any Lender. Such declaration of acceleration other Person may be rescinded in possession of the Vessel, all without prior demand and past defaults without legal process, and for that purpose Owners or their agent may enter upon any dock, pier or other premises where the Vessel may be waived and may take possession thereof, without Owners or their agent incurring any liability by reason of such retaking, whether for the Lenderrestoration of damage to property caused by such retaking or otherwise. The exercise by Owners of their remedies under this subparagraph (a) shall be without prejudice, and in addition, to any of Owners’ other remedies referred to below. (b) No course Owners or their agent may sell the Vessel at public or private sale, with or without notice to Charterers, advertisement or publication, as Owners may determine, or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of dealing or delay or failure on what would have been the part Charter Period in the absence of the Lender to exercise any right under this Section shall operate as a waiver termination of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Charterers’ rights to the extent permitted Vessel) to others or keep the Vessel idle, all on such terms and conditions and at such place or places as Owners may determine and all free and clear of any rights of Charterers and of any claim of Charterers in admiralty, in equity, at law or by lawstatute, whether for all reasonable costs loss or damage or otherwise, and expenses, including but not limited without any duty to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderaccount to Charterers. (c) No right Charterers shall be liable for any and all Charter Hire payable under this Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by Owners by reason of the occurrence of any default or by reason of the exercise by Owners of any remedy hereunder, including, without limitation, all costs and expenses incurred by Owners in connection with any retaking of the Vessel and, upon the redelivery or retaking of the Vessel in accordance with this Clause 17, the placing of the Vessel in the condition and seaworthiness required by the terms of Clause 8 hereof and including interest on overdue Charter Hire. (d) Each and every right, power and remedy herein conferred upon the Lender is intended given to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy Owners shall be cumulative and shall be in addition to every other such right or right, power and remedy contained herein and therein given or now or hereafter existing at law, in equity, admiralty or by statute and each and every power and remedy whether herein given or otherwiseotherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by Owners, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission of Owners to exercise any right or power vested in it hereunder shall impair such right or power or be construed as a waiver of or as acquiescence in any default by Owners or be deemed a waiver of any right arising out of any future default or of any past default. In the event Owners at any time agree to waive any such right or power, such waiver shall be revocable by Owners at any time and the right or power shall henceforth be again exercisable as though there had been no such waiver unless the Event of Default has been cured. In the event Owners shall have proceeded to enforce any right or pursue any power under this Charter and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to Owners, then and in every such case Charterers and Owners shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Charter and all rights, remedies and powers of Owners shall continue as if no such proceedings had been taken. (e) The rights and powers of Owners and the obligations of Charterers under this Clause 17 shall be effective and enforceable regardless of the pendency of any proceeding which has or might have the effect of preventing Owners or Charterers from complying with the terms of this Charter. No express or implied waiver by Owners of any default shall in any way be, or be construed to be a waiver of any further or subsequent default.

Default Remedies. (a) If an Event there is a breach or default by the Purchaser in the performance of Default any of its obligations under this Agreement of which the Seller has provided Purchaser written notice and the Purchaser has failed to cure within ten (other than an insolvency Event 10) days (provided that Purchaser shall not be entitled to such notice and/or opportunity to cure for failure to close on the purchase of Default) has occurred the Property in the time, place and is continuingmanner required by this Agreement), then this Agreement may be terminated by Seller, the LenderDeposit shall be paid to Seller, and Purchaser shall have no further liability to Seller (except for the Surviving Obligations). The Parties have agreed that the actual damages suffered by notice Seller would be extremely difficult or impracticable to ascertain. After negotiation, the CompanyParties have agreed that, may declare considering all the Loan Amount circumstances existing on the date of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodAgreement, the interest rate on amount of the unpaid Deposit is a reasonable estimate of the damages that Seller would incur in such an event and outstanding Loan Amount that the aforesaid payment of the Deposit is liquidated damages hereunder with respect to such an event and not a penalty. The provisions of this Note Paragraph 16(a) shall be increased tonot limit or affect any of Purchaser's indemnities as provided in Paragraphs 14, 16(c) and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount 33 of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderAgreement. (b) No course If there is a breach or default by the Seller in the performance of dealing or delay or any of its obligations under this Agreement of which the Purchaser has provided Seller written notice and the Seller has failed to cure within ten (10) days (provided that Seller shall not be entitled to such notice and/or opportunity to cure for failure to close on the part sale of the Lender Property in the time, place and manner required by this Agreement), then Purchaser, as its sole remedies hereunder, shall have the right to: (i) terminate this Agreement by delivery of written notice thereof to exercise any right Seller and receive a return of the Deposit, in which event Seller shall also reimburse Purchaser for the Purchaser's out-of-pocket costs in connection with the transaction contemplated by this Agreement; or (ii) seek specific performance; or (iii) waive such breach or default by delivery of written notice thereof to Seller and proceed to Closing. In the event that Purchaser elects to seek specific performance under (ii) above, Purchaser shall bring such action within ninety (90) days after the scheduled Closing Date, or else such remedy shall be deemed waived; and unless otherwise expressly required pursuant to this Section Agreement, in no event shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Seller be obligated to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing undertake any of the Lenderfollowing: (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over a defect in title or encumbrance or to correct any matter shown on a survey of the Property; (C) secure any permit, approval, or consent with respect to the Property or Seller's rights hereunderconveyance thereof; or (D) expend any money to repair, improve, remediate or alter the Property or any portion thereof. If Purchaser shall not institute an action for specific performance within ninety (90) days after the scheduled Closing Date, time being of the essence, and Purchaser has not elected to waive such default by Seller, Purchaser shall be deemed to have elected to terminate set forth in (i) above. (c) No right Except in connection with Purchaser's permitted pursuit of specific performance pursuant to subparagraph (b) above, in no event shall Purchaser be entitled to file or remedy herein conferred upon record a notice of pendency ("lis pendens") or any other notice of lien against the Lender is intended to be exclusive Property at any time in the event of any default by Seller under this Agreement or otherwise. Without limitation of Purchaser's other right or remedy contained herein or existing obligations and liabilities, and Seller's other rights and remedies, under this Agreement, at law, law and/or in equity, Purchaser shall indemnify and hold Seller and the Seller Parties harmless from and against any and all liabilities, claims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, attorneys' fees and expenses) suffered or incurred by statute any of such indemnified parties arising out of or otherwisein connection with any filing of a lis pendens by or on behalf of Purchaser that is not expressly permitted by the terms of this Paragraph 16. The terms and provisions of this Paragraph 16(c) shall survive the termination or cancellation of this Agreement. (d) In no event shall either party be liable to the other for any punitive, and every such right speculative or remedy consequential damages. (e) The provisions of this Paragraph 16 shall be cumulative and shall be in addition to every other such right not limit or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseaffect any of the Surviving Obligations.

Default Remedies. 13.1 Prior to title passing and the completion of Closing, in the event of Seller's default hereunder, Buyer's sole remedies shall be that of (ai) If an Event specific performance without abatement of Default the Purchase Price or (other than an insolvency Event ii) termination of Default) has occurred this Agreement and is continuingreturn of the Deposit. In no event shall Buyer be entitled to damages of any kind or nature; 13.2 Prior to title passing and completion of Closing, with respect to any representations or warranties of Seller contained in this Agreement, Buyer's obligations hereunder are contingent upon such representations and/or warranties contained in this Agreement being true and correct as of the Lenderdate hereof and where the context indicates, as of the date of Closing, but recision of this Agreement and return of the Deposit, shall be Buyer's exclusive remedy for any breach of any representation and/or warranty by notice Seller. 13.3 Notwithstanding the foregoing, in the event of a willful or intentional breach of a covenant, obligation or warranty by Seller under this Agreement or if Seller makes a willful or intentional material misrepresentation in this Agreement, Buyer shall be entitled to terminate this Agreement and to the Companyreturn of the Deposit and Buyer's reasonably documented Transaction Costs sustained by Buyer in connection with this Agreement; and the foregoing shall be Buyer's sole remedies under this subparagraph. 13.4 Subsequent to title passing and completion of Closing, may declare Buyer shall have recourse against Seller for its reasonably documented actual damages, sustained solely for Seller's breach of representations and warranties which survive Closing, which breach is discovered by Buyer after Closing; the Loan Amount right to pursue said recourse shall expire and terminate, as to any right on which action has not then been initiated, at the expiration of the survival periods set forth herein. 13.5 Buyer recognizes that the Property will be removed by Seller from the market during the existence of this Note Agreement and that if this purchase and sale is not consummated because of Buyer's default Seller shall be entitled to compensation for such detriment. Seller and Buyer acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Seller and Buyer agree that if the purchase and sale contemplated in this Agreement is not consummated because of Buyer's default under this Agreement, Seller shall be entitled to retain the Deposit (whether or not same has theretofore been paid) as its sole and liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all accrued interest thereon rights which it may have to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestdamages or specific performance as a result of Buyer's default under this Agreement. 13.6 Buyer's Out-of-Pocket Costs. In the event of Seller's breach or default in accordance with Section 13.3 then, in any such event, upon termination by Buyer hereunder, in addition to receiving the Company fails immediate return of the Deposit, anything in the Agreement contained to pay all outstanding Amounts within the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and expenses associated with this five Agreement and Buyer's anticipated acquisition of the Property including, without limitation, Buyer's reasonable counsel fees and costs, title expenses, survey costs, financial and accounting due diligence, Buyer's structural inspection of the Property and Buyer's environmental assessment of the Property, and other costs and expenses associated with Buyer's due diligence, (5) business day periodcollectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the interest rate on costs and expenses that the unpaid and outstanding Loan Amount parties anticipate that Buyer will incur in anticipation of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the transaction. Seller's maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right reimbursement liability under this Section 13 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderexceed $7,500. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. When any Event of Default described in subparagraphs (a) If an Event or (b) of Default (other than an insolvency Event of Default) Section 7.1 has occurred and is continuing, any holder of any Note may, and when any Event of Default described in subparagraphs (c) through (f) and (i) of Section 7.1 has happened and is continuing, the Lenderholder or holders of 35% or more of the principal amount of Notes at the time outstanding may exercise any right, power or remedy permitted to such holder or holders at law or in equity and shall have, in particular, without limiting the generality of the foregoing, the right, by notice in writing sent by registered or certified mail to the Company, may to declare the Loan Amount of this Note entire principal and all interest accrued interest thereon on all Notes to be immediately due and payablebe, and upon any such declaration, such Loan Amount and accrued interest all Notes shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodbecome, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately forthwith due and payable without any declaration presentment, demand, protest or other notice of any act kind, all of which are hereby expressly waived. When any Event of Default described in subparagraphs (g), (h) or (j) of Section 7.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes the entire principal and interest accrued on the Notes and to the extent permitted by law, an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the then applicable Make Whole Premium, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of any Lender. Such declaration holder of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or Notes nor any delay or failure on the part of the Lender any such holder to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s such holder's rights, powers and remedies. The Company will pay or reimburse the Lenderfurther agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender services rendered in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderconnection therewith. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingSuccessful Bidder defaults in making settlement, the Lender, by notice Deposit shall be forfeited and applied to the Companycosts and expenses of the Foreclosure Sale and then to the balance due under the Indebtedness, and the Property may either be resold at the risk and expense of Successful Bidder, or Trustee may accept the next highest available bid at the Foreclosure Sale. Successful Bidder shall be liable personally for any deficiency resulting from the resale of the Property at a lower price as well as for all costs, expenses, and attorneys' fees in connection with such resale. The forfeiture of the Deposit shall not limit any rights or remedies of Trustee with respect to any such default. Any delay or failure by Trustee to proceed to Settlement shall be excused if such delay or failure is caused by the occurrence of a "Force Majeure" (defined below). The term "Force Majeure" means war, strike, riot, crime, hurricane, flooding, earthquake, volcanic eruption or other circumstance or event beyond the reasonable control of Trustee, including, but not limited to, a bankruptcy or other proceeding involving the Owner, the Property, and/or any other present owner of the Property. If the validity of the sale is challenged by any party in interest, the Trustee, in its sole discretion, if it believes the challenge to have merit, may declare this Memorandum of Sale and the Loan Amount of this Note and all accrued interest thereon Foreclosure Sale to be immediately due void and payablereturn the Successful Bidder’s deposit. In such event, and upon the Successful Bidder will have no further remedy. In addition, if Trustee determines in good faith that a defect exists with respect to the Foreclosure Sale that renders the sale void or voidable (in either case, a "Sale Defect"), then Trustee may terminate this Agreement at any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requesttime prior to Settlement. In the event that Settlement does not occur because of a Force Majeure or because of a termination due to a Sale Defect, or because the Company fails to pay all outstanding Amounts within this five (5) business day periodTrustee otherwise cannot consummate the sale, the interest rate on the unpaid and outstanding Loan Amount of this Note then Successful Bidder shall be increased toentitled to a refund of the Deposit as its sole remedy, Trustee reserving the right to resell the Property by foreclosure. The Foreclosure Sale and this Note shall bear interest atMemorandum of Sale is contingent upon Trustee’s post-sale confirmation that any maker, a monthly rate equal to one and a half percent (1.5%) guarantor or obligor related to the maximum rate permitted Indebtedness secured by law (the "Default Rate") from Deed of Trust did not file for protection under the expiration U.S. Bankruptcy Code prior to the conclusion of the five (5) business day period until such unpaid and outstanding Loan Amount of Foreclosure Sale. Successful Bidder acknowledges that should this Note is repaid in full. If an insolvency Event of Default has have occurred, the Loan Amount Foreclosure Sale is subject to cancellation by Trustee in which case this Memorandum of this Note Sale and accrued Interest thereon will the Foreclosure Sale itself shall become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesvoid. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy deposit shall be cumulative and promptly refunded to Successful Bidder, after which the parties shall be in addition relieved of all further liability to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseeach other.

Default Remedies. Any breach or violation of any provisions of the Lease by Subtenant shall be deemed to be and shall constitute a default by Tenant under the Lease. In the event (a) If of any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Consent, which default shall not be cured within thirty (30) days after notice to the party in default (with a copy of such notice to the other party), or (b) any representation or warranty of Tenant or Subtenant made herein shall prove to be false or misleading in any material respect, then (i) such event may, at Landlord’s option, be deemed an Event of Default under the Lease and (other than an insolvency Event ii) Landlord may give written notice of Default) has occurred and is continuing, such default to the Lender, by party in violation (with a copy of such notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableother party), and if such violation shall not be discontinued or corrected within thirty (30) days after the giving of such notice, Landlord may, in addition to Landlord’s other remedies, revoke this Consent and Subtenant shall have no further rights with respect to the Subleased Premises. Subject to Landlord’s right to require Subtenant to attorn or enter into a direct lease under Paragraph 3 hereof, if Subtenant shall fail to vacate and surrender the Subleased Premises upon any such declarationthe expiration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five rejection or earlier termination (5whether voluntary or involuntary) business days from of the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodLease, the interest rate on the unpaid and outstanding Loan Amount of this Note Landlord shall be increased to, entitled to all of the rights and this Note shall bear interest at, remedies which are available to a monthly rate equal to one and landlord against a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from tenant holding over after the expiration of a term. Subtenant expressly waives for itself and for any person claiming through or under Subtenant, any rights which Subtenant or any such person may have under 11 U.S.C. §365(h), including, without limitation, any right to remain in possession of the five (5Premises under §365(h)(l)(A)(ii) business day period until such unpaid and outstanding Loan Amount any right of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately offset under §365(b)(1)(B) against any amounts due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderowing to Landlord. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event 13.1 Events of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, default for which Steelhead may declare the Loan Amount of terminate this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right Lease under this Section shall operate as 13 include, but are not limited to, failure to: conduct its operations hereunder in a waiver careful, skillful and workmanlike manner, conduct its operations hereunder in compliance with all applicable state and federal laws and regulations and permits; ascertain accurate boundary lines of such right any portion of the Premises before conducting operations thereon; secure all necessary permits, licenses and identification numbers and pay all fees, fines and penalties in connection therewith and fulfill all obligations in relation thereto or otherwise prejudice provide Steelhead with copies of the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, same: permit Steelhead access to the extent permitted by lawPremises; keep accurate records respecting it operations on the Premises; permit Steelhead to examine and survey operations of ▇▇▇▇▇▇▇▇▇▇: use recognized modern operational methods and practices, or expend reasonable and necessary funds for proper health and safety measure, development, reclamation drainage and pollution control; become and remain a subscriber or a qualified self-insured in good standing with the appropriate state Worker’s Compensation Fund; carry and maintain Employers Liability, general liability and automobile insurance as required hereunder; pay all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note taxes imposed or in assessed against it; otherwise enforcing comply with any of the Lender's terms or provisions of this Lease; or should ▇▇▇▇▇▇▇▇▇▇ sublease, assign, encumber or transfer its rights hereunderin the Premises or any rights of ▇▇▇▇▇▇▇▇▇▇ therein without the prior written consent of Steelhead or should ▇▇▇▇▇▇▇▇▇▇ file a petition in bankruptcy, make an assignment for the benefit of its creditors, consent to the appointment of a receiver, or be adjudicated bankrupt. (c) No right 13.2 If ▇▇▇▇▇▇▇▇▇▇ shall remain in default or remedy herein conferred upon the Lender is intended to be exclusive violation of any other such terms or conditions for thirty (30) days after receiving written notice thereof from Steelhead, then this Lease and all of the rights of ▇▇▇▇▇▇▇▇▇▇ hereunder shall, at the election of Steelhead, terminate and be forfeited. If this Lease is terminated pursuant to the provisions of hereof, ▇▇▇▇▇▇▇▇▇▇ shall remain liable to Steelhead for damages resulting from ▇▇▇▇▇▇▇▇▇▇’▇ breach, 13.3 Each right or and remedy contained herein or existing at law, provided for in equity, by statute or otherwise, and every such right or remedy this Lease shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein provided for in this Lease or now or hereafter existing at law, law or in equity, equity or by statute or otherwiseotherwise including, but not limited to suits for injunctive relief and specific performance. 13.4 The failure of Steelhead to insist in any particular instance upon strict performance of any terms or provisions of this Lease shall not be construed as a waiver or relinquishment as to the performance of any such term or provision in the future.

Default Remedies. (a) Prior to the occurrence of a Default, all collections on the Collateral shall be distributed solely as set forth in the Security Agreement and the Collateral may be disposed of by the Initial Lender only as and to the extent set forth in the Security Agreement. If an Event of a Default (other than an insolvency Event of Default) has occurred shall occur and is be continuing, the LenderLender may, by notice to the Company, may declare the Loan Amount notwithstanding any other provision of this Note and all accrued interest thereon to be immediately due and payableAgreement or any Program Document, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from instruct the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased Collateral Agent to, and this Note shall bear interest atexercise any right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or agreement contained in the Program Documents or in the Notes or for an injunction against a monthly rate equal violation of any of the terms of the Program Documents or such Advance or in aid of any exercise of any power granted to one and a half percent (1.5%) such Lender or to the maximum rate permitted by law (Collateral Agent in the "Default Rate") from the expiration of the five (5) business day period until Program Documents or in such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredAdvance, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender proceed to exercise any right under this Section shall operate as a waiver enforce payment of such Advance or to enforce any other legal or equitable right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) . No right or remedy herein or in the Security Agreement conferred upon the Lender or the Collateral Agent is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and each and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. No course of dealing on the part of the Lender or the Collateral Agent, or any delay or failure on the part of the Lender or the Collateral Agent to exercise any right or power, shall operate as a waiver of such right or power or otherwise prejudice the rights, powers and remedies of the Lender or the Collateral Agent or of any other Lender or the Collateral Agent. No failure to insist upon strict compliance with any covenant, term, condition or other provision of the Program Documents or the Note shall constitute a waiver by the Lender or the Collateral Agent of any such covenant, term, condition or other provision or of any Default in connection therewith. To the extent effective under applicable law, the Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or that may hereafter exist that, but for this provision, might be applicable to any sale made under any judgment, order or decree of any court, or otherwise, based on the Advance or on any claim for interest and fees in respect of the Advance. If an Default shall occur, and be continuing, the Borrower will pay to the Lender or the Collateral Agent, to the extent not prohibited by applicable law and not paid in accordance with the Security Agreement, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection and of the taking of remedial actions and the maintenance of enforcement proceedings, including, without limitation, reasonable and necessary attorneys' fees and disbursements.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Investor may accelerate this Pre-Paid Purchase by written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (ab) If – (f) of Section 4.2, an Event of Default (other than an insolvency will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash at the Mandatory Default Amount. At any time following the occurrence of any Event of Default) has occurred and is continuing, the Lender, upon written notice given by notice Investor to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of fifteen percent (1.515%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). Notwithstanding the "foregoing, and for the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Investor need not provide, and accrued Interest thereon will become immediately due and payable without Company hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Lender Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to exercise this Section 4.3. No such rescission or annulment shall affect any subsequent Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate limit Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to a Purchase as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount A. Subgrantee shall be in default of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company Subgrant Agreement if it or Property Owner fails to pay all outstanding Amounts comply within this five sixty (560) business day period, days written notice from PIDC-LDC with any of the interest rate on the unpaid terms and outstanding Loan Amount conditions of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesSubgrant Agreement, including but not limited to reasonable attorneys’ feesfailure to apply the Project Funding only for the purposes explicitly permitted under this Subgrant Agreement. B. Upon default of Subgrantee under this Subgrant Agreement, PIDC-LDC may, at its sole discretion: 1) Immediately terminate this Subgrant Agreement by giving notice of termination to Subgrantee; 2) Immediately suspend all grants and payments of the Project Funding by PIDC-LDC to Subgrantee; provided, however, PIDC-LDC may, subject to the City’s approval, consent to additional grants which PIDC-LDC agrees are necessary to enable Subgrantee to make payments for obligations incurred prior to termination of this Subgrant Agreement and/or general suspension of grant payments; and/or 3) Exercise any and all other remedies available at law, equity, and under this Subgrant Agreement or any other agreement between PIDC-LDC and Subgrantee. C. Within ten (10) days of PIDC-LDC’s termination or cancellation of this Subgrant Agreement for any reason, Subgrantee must remit to PIDC-LDC a complete accounting of all the Project Funding that Subgrantee received pursuant to this Subgrant Agreement. Final statements for payment must be submitted within sixty (60) days of termination. D. No failure by the Lender in collecting City or PIDC-LDC to insist upon the strict performance of any sums due on term, covenant, agreement, provision, condition or limitation of this Note Subgrant Agreement or in otherwise enforcing to exercise any of the Lender's rights hereunder. (c) No right or remedy herein conferred consequent upon a breach of this Subgrant Agreement, and no acceptance by the Lender is intended to be exclusive City or PIDC-LDC of full or partial performance during the continuance of any such breach, will constitute a waiver of any such breach or of such term, covenant, agreement, provision, condition or limitation. No breach may be waived except by a written instrument that the City or PIDC-LDC signed. This Subgrant Agreement will continue in full force and effect with respect to any other right then existing or remedy contained herein subsequent breach of this Subgrant Agreement notwithstanding any waiver or existing at lawa breach by the City or PIDC-LDC. E. Should Subgrantee fail to use the Project Funding as permitted under this Subgrant Agreement, in equity, by statute or otherwise, and every such right or remedy Subgrantee shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisereimburse all Project Funding received from PIDC-LDC under this Subgrant Agreement within 30 days notice from PIDC-LDC.

Default Remedies. (a) If an The occurrence and continuation of any Event of Default (other than an insolvency under the Lease shall constitute a Security Agreement Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course Whenever a Security Agreement Event of dealing or delay or failure on Default shall have occurred and so long as its continues, Secured Party may exercise from time to time any rights and remedies, including the part right to immediate possession of the Lender Collateral, available to exercise it under the Lease, this Security Agreement or applicable law. Secured Party shall have the right to hold any right under property then in or upon the Facility (but excluding any property belonging to patients at the Facility) at the time of repossession not covered by this Section shall operate as Security Agreement until return is demanded in writing by Debtor. Debtor agrees, in case of the occurrence of a waiver Security Agreement Event of such right or otherwise prejudice Default that is continuing and upon the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lenderrequest of Secured Party, to assemble, at its expense, all of the extent permitted Collateral under its control at a convenient place acceptable to Secured Party and to pay all costs of Secured Party of collection of all the Liabilities, and enforcement of rights hereunder, including reasonable attorneys' fees and legal expenses, including participation in bankruptcy proceedings, and the expenses of locating the Collateral and the expenses of any repairs to any realty or other property to which any of the Collateral may be affixed or be a part. If the Collateral is disposed of at a public sale, the parties agree that a public sale with at least ten (10) business days prior notice to Debtor and notice to the public by one publication in a local newspaper is commercially reasonable. If any notification of intended disposition of any of the Collateral is required by law, for all reasonable costs such notification, if mailed, shall be deemed reasonably and expensesproperly given if sent at least ten (10) business days before such disposition, including but not limited by first class mail, postage prepaid, addressed to reasonable attorneys’ feesDebtor either at the address set forth in the notice section hereof, incurred by or at any other address of Debtor appearing on the Lender in collecting any sums due on this Note or in otherwise enforcing any records of the Lender's rights hereunderSecured Party. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawTO THE EXTENT PERMITTED BY LAW, in equityDEBTOR AGREES THAT SECURED PARTY SHALL, by statute or otherwiseUPON THE OCCURRENCE OF ANY SECURITY AGREEMENT EVENT OF DEFAULT, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at lawHAVE THE RIGHT TO PEACEFULLY RETAKE ANY OF THE COLLATERAL. DEBTOR WAIVES ANY RIGHT IT MAY HAVE, in equityIN SUCH INSTANCE, by statute or otherwiseTO A JUDICIAL HEARING PRIOR TO SUCH RETAKING.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Investor may accelerate this Pre-Paid Purchase by written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (ab) If – (f) of Section 4.2, an Event of Default (other than an insolvency will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash at the Mandatory Default Amount. At any time following the occurrence of any Event of Default) has occurred and is continuing, the Lender, upon written notice given by notice Investor to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of eighteen percent (1.518%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). Notwithstanding the "foregoing, and for the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Investor need not provide, and accrued Interest thereon will become immediately due and payable without Company hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Lender Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to exercise this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate limit Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to a Purchase as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. Sublessee shall be in default of its obligations under this Sublease if any of the following events occur: (a) If an Event of Default Sublessee fails to pay any Rent when due, when such failure continues for three (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (53) business days after written notice from Sublessor to Sublessee that any such sum is due; (b) Sublessee fails to perform any other term, covenant or condition of this Sublease and fails to cure such breach within thirty (30) days after delivery of a written notice specifying the Lender’s nature of the breach; provided, however, that if more than thirty (30) days reasonably are required to remedy the failure, then Sublessee shall not be in default if Sublessee commences the cure within the thirty (30) day period and thereafter diligently endeavors to complete the cure; or (c) Sublessee commits any other act or omission which constitutes a default under the Master Lease, which has not been cured after delivery of written requestnotice and passage of the applicable grace period provided in the Master Lease. In the event of any default by Sublessee, Sublessor shall have all rights and remedies provided by any law or otherwise provided in this Sublease or the Company Master Lease, to which Sublessor may resort cumulatively or in the alternative. If Sublessee fails to pay all outstanding Amounts within this five (5) business day periodany sum of money due hereunder, the interest rate or fails to perform any other act on the unpaid and outstanding Loan Amount of this Note its part to be performed hereunder, then Sublessor may, but shall not be increased obligated to, make such payment or perform such act. All such sums paid, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesexpenses of performing any such act, shall be payable by Sublessee to Sublessor upon demand. Sublessee shall pay to Sublessor interest on all amounts due, at the rate of prime plus two percent (2%) or the maximum rate allowed by law, whichever is less, from the due date to and including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any date of the Lender's rights hereunderpayment. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event any one or more Events of Default (other than an insolvency Event of Default) has occurred exist and is shall be continuing, the Lender, Master Collateral Agent shall have the right to proceed to protect and enforce its rights hereunder by notice to the Company, may declare the Loan Amount of this Note and exercising all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. and remedies available to it under applicable law (ceither by suit in equity or by action at law or by any other appropriate proceeding) and all or any of the rights and remedies conferred in this Agreement, whether for the specific performance of any covenant or agreement herein or therein contained or in execution or aid of any power herein or therein granted, or for foreclosure thereunder, in such order as the Master Collateral Agent may determine in its sole discretion (subject to the direction of the Required Facility Representatives pursuant to Section 25(b)). No power, right or remedy herein conferred upon on the Lender Master Collateral Agent in this Agreement is intended to be exclusive of any other right right, power or remedy contained herein or existing at law, in equity, by statute or otherwise, and each and every such right or and remedy shall be cumulative and shall be in addition to every other such right or remedy contained given herein and therein or now or hereafter existing at law, law or in equity, equity or by statute or otherwise. The Master Collateral Agent shall, at the written direction of the Required Facility Representatives, also do one or more of the following (subject to Section 12 hereof): (i) institute proceedings in its own name and on behalf of the Secured Parties as Master Collateral Agent for the collection of all amounts then payable on the Senior Debt and/or the Junior Debt with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrowers and any other obligor upon such debt moneys adjudged due; (ii) institute proceedings from time to time for the complete or partial foreclosure upon the Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Master Collateral Agent and the Secured Parties; and (iv) sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law.

Default Remedies. a. Lessee further covenants that, if default shall be made in the payment of rent and such default shall continue for a period of ten (10) days after the date when due, or if Lessee shall violate any other covenant of this Lease and fail to correct such default within fifteen (15) days after a written request by the Lessor to do so, then Lessor may, at its option, deem this Lease terminated and the Lessee shall become tenant at sufferance, hereby waiving all right of notice, and Lessor shall be entitled immediately to re-enter and re-take possession of the Leased Property. Lessor may alternately avail itself of any remedy provided by law or equity, or available under the following Paragraph as if the Leased Property were vacated. b. In case the Leased Property shall be deserted or vacated, Lessor shall have the right and authority: (a) If an Event of Default (other than an insolvency Event of Default) has occurred to re-enter the Premises, either by force or otherwise, without being liable for any prosecution or claim therefor, and is continuingto hold said Leased Property as if this Lease had not been made, and, upon such re-entry, the Lenderestate hereby created shall be at an end; or (b) at the option of Lessor, to be exercised by written notice mailed to Lessee at its address shown above, or such other place as the Lessee shall designate in writing, Lessor may re-enter the Premises as the agent of the Lessee, either by force or otherwise, without being liable to any prosecution or claim therefor, and may re-let the Leased Property as the agent of Lessee and receive the rent thereof and apply the same to the Companypayment of the rent due hereunder, holding Lessee liable for any deficiency; or (c) Lessor may, at its option, terminate this Lease by giving the Lessee written notice of such intention served upon Lessee or left upon the Leased Property and the term hereof shall absolutely expire and terminate immediately upon the date set forth in said notice, but the Lessee shall nevertheless and thereafter be liable to Lessor for any deficiency between the rent due hereunder for the balance of the term of this Lease and the fair rental value of the Leased Property for the balance of said term. c. As a distinct and cumulative remedy, Lessor may, at its option, may declare terminate this Lease as for a default upon the Loan Amount occurrence of any or all of the following events: an assignment by Lessee for the benefit of creditors; or the filing of a voluntary or involuntary petition by or against Lessee under any law for the purpose of adjudicating Lessee bankrupt; or for reorganization, dissolution or arrangement on account of or to prevent bankruptcy or insolvency; or the appointment of a receiver of the assets of Lessee; or the bankruptcy of Lessee. Each of the foregoing events shall constitute a default by Lessee and breach of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. Lease. d. In the event of a breach by Lessee of any of the Company fails agreements or covenants of this Lease, the Lessee agrees to pay to Lessor all outstanding Amounts within attorneys’ fees and costs for all proceedings, trials and appeals incurred by Lessor in connection with the enforcement of the agreements and covenants of this five (5) business day periodLease, the interest rate on the unpaid and outstanding Loan Amount collection of rent hereunder, or any action for damages for breach of this Note Lease by Lessee. e. The rights of Lessor under the foregoing shall be increased tocumulative, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender Lessor to exercise promptly any right under this Section rights given hereunder shall not operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing forfeit any of the Lender's rights hereundersaid rights. (c) No right f. All sums not paid when due shall bear interest at the maximum legal contract rate, or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawif less, in equity18% per annum, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseuntil paid.

Default Remedies. (a) If an Event Seller breaches this Agreement (including without limitation a breach of Default (other than an insolvency Event any representation or warranty of DefaultSeller or the failure of Seller to satisfy any condition precedent to Closing that is within Seller’s control) has occurred and such breach is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately not cured within five (5) business days of receiving written notice from the LenderBuyer, Buyer may at Buyer’s sole option either: (i) by written request. In the notice given to Seller and Escrow Agent terminate this Agreement, in which event the Company fails Deposits will be paid immediately by Escrow Agent to pay Buyer, Seller will promptly reimburse Buyer for all outstanding Amounts within of Buyer’s reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Property, Buyer’s Diligence or this five (5) business day periodtransaction, the interest rate on the unpaid in an amount not to exceed $25,000.00 and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration neither of the five Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; or (5ii) business day period until seek specific performance against Seller, in which event the Closing Date will be automatically extended as necessary for Buyer to prosecute such unpaid action. Notwithstanding the foregoing, if specific performance is made unavailable as a remedy to Buyer by Seller’s affirmative acts or intentional omissions, Buyer will be entitled to pursue all rights and outstanding Loan Amount of this Note is repaid remedies available at law or in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderequity. (b) No course If Buyer breaches this Agreement (including without limitation a breach of dealing any representation or delay warranty of Buyer) and such breach is not cured within five (5) days of receiving written notice from Seller, Seller may, as Seller’s sole and exclusive remedy for such breach, by written notice given to Buyer and Escrow Agent terminate this Agreement and receive the Deposits in accordance with Section 3(b) above as Seller’s agreed and total liquidated damages, it being acknowledged and agreed by the Parties that it would be difficult or failure on impossible to determine Seller’s exact damages, and the part Deposits represent a reasonable estimate of those damages. Upon such termination by Seller, neither of the Lender to exercise Parties will have any right further liability or obligation under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsAgreement except for any Surviving Obligations. SELLER WAIVES ANY RIGHT TO SEEK ANY OTHER REMEDIES AGAINST BUYER, powers and remediesINCLUDING ANY EQUITABLE OR LEGAL REMEDIES. The Company will pay or reimburse the LenderNOTWITHSTANDING THE FOREGOING, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderNOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT ANY INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT WHICH ARE INTENDED TO SURVIVE ANY TERMINATION OF THIS AGREEMENT OR CLOSING. (c) No right The provisions of this Section 21 shall not limit any rights or remedy herein conferred upon remedies either Party may have after Closing with respect to those provisions of this Agreement that survive Closing (including for any misrepresentation or breach of warranty) or under the Lender is intended to be exclusive of Transfer Documents or any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition documents entered into pursuant to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Agreement.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, failure to complete Services or deliver Goods within the Lender, by notice to time or with the Company, may declare the Loan Amount of quality specified or guaranteed in this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. Agreement; (b) No course failure to comply with any provisions of dealing this Agreement including breach of any warranty or delay guarantee; or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or remedy herein conferred upon the Lender is intended appointment of a receiver on account of Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to be exclusive of any other right or remedy contained herein it may have at law or existing in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at lawits sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, ▇▇▇▇▇ will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by ▇▇▇▇▇’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In addition, Buyer reserves all other rights and remedies available to it at law or in equity, by statute with the exception that pursuant to section 22(5) of the Limitations Act (Ontario), the parties agree that the limitation period provided in the Limitations Act (Ontario) allowing proceedings based on claims made up to the fifteenth anniversary of the day on which the act or omission on which the claim is based took place is shortened and, for purposes of this Agreement, neither party may bring any claims of any nature against the other, whether based on contract, tort, strict liability, or otherwise, more than six (6) years after delivery of Goods to Buyer. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its reasonable attorneys’ fees on a solicitor-client basis, expenses, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisecosts of litigation.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has shall have occurred and is be continuing, the Lenderthis Deed of Trust may, by notice to the Companymaximum extent permitted by law, be enforced, and Beneficiary, or Trustee in response to Beneficiary’s request (which Trustor agrees shall be presumed to have been made), may declare exercise any right, power or remedy permitted to it hereunder, under the Note or under any of the other Loan Amount Documents or at law or in equity, and, without limiting the generality of this Note the foregoing, Trustee or Beneficiary may, personally or by their agents, to the maximum extent permitted by law: (i) enter into and take possession of the Mortgaged Property or any part thereof, exclude Trustor and all accrued interest thereon persons claiming under Trustor whose claims are junior to be immediately due this Deed of Trust, wholly or partly therefrom, and payableuse, operate, manage and control the Mortgaged Property or any part thereof either in the name of Trustor or otherwise as Beneficiary shall deem best, and upon such entry, from time to time at the expense of Trustor and the Mortgaged Property, make all such repairs, replacements, alterations, additions or improvements to the Mortgaged Property or any part thereof as Beneficiary may reasonably deem proper and, whether or not Beneficiary has so entered and taken possession of the Mortgaged Property or any part thereof, collect and receive all Rents and apply the same to the payment of all expenses that Trustee or Beneficiary may be authorized to make under this Deed of Trust, the remainder to be applied to the payment of the Loan Obligations until the same shall have been repaid in full, take possession of all security deposits held with respect to the Mortgaged Property, whether or not Trustee or Beneficiary enters upon or takes control of the Mortgaged Property and regardless of where any such declarationsecurity deposits are deposited or located; if Beneficiary demands or attempts to take possession of the Mortgaged Property or any part thereof in the exercise of any rights hereunder, Trustor shall promptly turn over and deliver complete possession thereof to Beneficiary; (ii) effect new Permits and Contracts; amend, alter, renew, cancel or surrender existing Permits and Contracts; and make concessions to the governmental authorities, the Contractors, warrantors and others; and (iii) personally or by agents, with or without entry: (x) invoke the power of sale and pursuant to the procedures prescribed by law as a result thereof, sell the Mortgaged Property or any part thereof, or cause the Mortgaged Property or any part thereof to be sold at a sale or sales held at such place or places and time or times and upon such notice and otherwise in such manner and in such order as may be required by law, or, in the absence of any such requirements, as Beneficiary may deem appropriate and from time to time adjourn any such sale by announcement at the time and place specified for such sale or for such adjourned sale without further notice, except such as may be required by law; (y) proceed to protect and enforce Beneficiary’s rights under this Deed of Trust, by suit for specific performance of any covenant contained herein or in the Loan Amount Documents or in aid of the execution of any power granted herein or in the Loan Documents, or for the foreclosure of this Deed of Trust (as a mortgage or otherwise) and accrued the sale of the Mortgaged Property or any part thereof under the judgment or decree of a court of competent jurisdiction, or for the enforcement of any other right as Beneficiary shall elect, provided, that in the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Deed of Trust shall continue as a lien on, and security interest in, the remaining portion of the Mortgaged Property; or (z) exercise any or all of the remedies available to a secured party under the UCC, including, without limitation: (1) either personally or by means of a court appointed receiver, take possession of all or any of the Security Interest Property and exclude therefrom Trustor and all persons claiming under Trustor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Trustor in respect of the Security Interest Property, or any part thereof; if Beneficiary demands or attempts to take possession of the Security Interest Property in the exercise of any rights hereunder, Trustor shall thereupon promptly turn over and deliver complete possession thereof to Beneficiary; (2) without further notice to or demand upon Trustor (except those otherwise required hereby or by the Note), make such payments and do such acts as Trustee or Beneficiary may deem necessary to protect its security interest in the Security Interest Property, including, without limitation, paying, purchasing, contesting or compromising any encumbrance that is prior to or superior to the security interest granted hereunder, and in exercising any such powers or authority paying all expenses incurred in connection therewith, which expenses shall thereafter become due part of the Loan Obligations secured by the lien of this Deed of Trust; (3) require Trustor to assemble the Security Interest Property or any portion thereof, at a place designated by Trustee or Beneficiary and payable immediately within five reasonably convenient to both parties, and promptly to deliver the Security Interest Property to Beneficiary, or an agent or representative designated by Beneficiary, and its agents and representatives, shall have the right to enter upon the premises and property of Trustor to exercise Beneficiary’s rights hereunder; (4) sell, lease or otherwise dispose of the Security Interest Property, with or without having the Security Interest Property at the place of sale, and upon such terms and in such manner as Beneficiary may determine (and Beneficiary may be a purchaser at any such sale, provided, however, that Trustee, at the request and direction of Beneficiary, may dispose of the Security Interest Property in accordance with Beneficiary’s rights and remedies in respect of the Mortgaged Property pursuant to the provisions of this Deed of Trust in lieu of proceeding under the UCC); and (5) business unless the Security Interest Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Beneficiary, as the case may be, shall give Trustor at least ten (10) days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration prior notice of the five (5) business day period until such unpaid time and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part place of any Lender. Such declaration sale of acceleration may be rescinded and past defaults may be waived by the LenderSecurity Interest Property or other intended disposition thereof, which notice Trustor agrees is commercially reasonable. (b) No course If an Event of dealing or delay or failure on the part of the Lender to exercise any right under this Section Default shall operate as a waiver of such right or otherwise prejudice the Lender’s rightshave occurred, powers and remedies. The Company will pay or reimburse the LenderBeneficiary, to the maximum extent permitted by law, for all reasonable costs and expensesshall be entitled, including but not limited as a matter of right, to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any appointment of a receiver of the Lender's rights hereunderMortgaged Property, without notice or demand, and without regard to the adequacy of the security for the Loan Obligations or the solvency of Trustor. Trustor hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry and shall continue as such and exercise all such powers until the date of confirmation of sale of the Mortgaged Property, unless such receivership is sooner terminated. (c) No In any sale under any provision of this Deed of Trust or pursuant to any judgment or decree of court, the Mortgaged Property, to the maximum extent permitted by law, may be sold in one or more parcels or as an entirety and in such order as Beneficiary may elect, without regard to the right of Trustor or remedy herein conferred upon any person claiming under Trustor to the Lender is intended marshalling of assets. The purchaser at any such sale shall take title to the Mortgaged Property or the part thereof so sold free and discharged of the estate of Trustor therein, the purchaser being hereby discharged from all liability to see to the application of the purchase money. Upon the completion of any such sale by virtue of this Section 5.2(c), Trustee or Beneficiary, as the case may be, shall execute and deliver to the purchaser an appropriate instrument that shall effectively transfer all of Trustor’s estate, right, title, interest, property, claim and demand in and to the Mortgaged Property or portion thereof so sold, but without any covenant or warranty, express or implied. Trustor shall ratify and confirm, or cause to be exclusive ratified and confirmed, any such sale or sales by executing and delivering, or by causing to be executed and delivered to Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the reasonable judgment of any other right Beneficiary, for such purpose, and as may be designated in such request. Any sale or remedy contained herein sales made under or existing at by virtue of this Deed of Trust, to the extent not prohibited by law, shall operate to divest all the estate, right, title, interest, property, claim and demand whatsoever, whether at law or in equity, by statute of Trustor in, to and under the Mortgaged Property, or otherwiseany portions thereof so sold, and every such right or remedy shall be cumulative and shall be a perpetual bar both at law and in addition to every equity against Trustor and against any and all persons claiming or who may claim the same, or any part thereof, by, through or under Trustor. The powers and agency herein granted are coupled with an interest and are irrevocable. (d) All rights of action under any Loan Document may be enforced by Trustee or Beneficiary without the possession of the original Loan Documents and without the production thereof at any trial or other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseproceeding relative thereto.

Default Remedies. (aA) The occurrence of one or more of the following events shall constitute a material default and breach of this Lease by Tenant (“Event of Default”): (1) Failure by Tenant to make payment of any Rent, Additional Rent, or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) business days after written notice of such failure from Landlord; provided that, if two (2) such notices have been delivered within the twelve (12) months immediately preceding any failure to make any payment when and as due, such failure shall, without notice or demand, be deemed an Event of Default; (2) The making by Tenant (or any guarantor) of any assignment or arrangement for the benefit of creditors; (3) The levying of an attachment, execution of other judicial seizure upon the Tenant’s property in or interest under this Lease, which is not satisfied or released or the enforcement thereof superseded by an appropriate proceeding within sixty (60) days thereafter; (4) The appointment of a receiver or trustee to take possession of the property of Tenant (or any guarantor) or of Tenant’s (or any guarantor’s) business or assets and the order or decree appointing such receiver or trustee shall have remained in force undischarged for sixty (60) days after the entry of such order or decree; (5) The vacating or abandonment of the Premises, unless (i) Tenant notifies Landlord of its intent to vacate or abandon not less than ten (10) days in advance thereof, (ii) Tenant obtains and maintains all necessary endorsements to ensure that Tenant’s insurance shall remain in effect with regard to the Premises, notwithstanding such vacating or abandonment of the Premises, and (iii) Tenant takes all necessary steps to ensure there will be no unauthorized access to the Premises during the period of any such vacancy or abandonment; (6) The failure by Tenant to maintain any insurance required herein, which failure continues for more than two (2) business days after written notice from Landlord advising Tenant of such failure; (7) An assignment, subletting, pledge, mortgage, or other transfer of this Lease or the Premises by Tenant, or any transfer of any interest in the Tenant, in violation of Section 12 of this Lease; and/or (8) The failure by Tenant to perform or observe any other term, covenant, agreement or condition to be performed or kept by the Tenant under the terms, conditions, or provisions of this Lease, which failure is not cured within ten (10) days after written notice thereof from Landlord (or such longer time as may be reasonably required to cure such failure through the exercise of due diligence, unless (i) such failure is a willful repudiation of the Lease authorized by Tenant’s Board of Directors, (ii) such failure cannot, based on objective evidence, be cured, (iii) such failure relates to the existence of a generally-recognized, imminent danger to the health or safety of occupants of the Premises due to a hazardous condition on the Premises, or (iv) such failure subjects Landlord to criminal prosecution). (B) If an Event of Default shall have occurred, Landlord shall have (in addition to all other than an insolvency rights and remedies provided by law or otherwise provided by this Lease) the right, at the option of the Landlord, then or at any time thereafter while such Event of DefaultDefault shall continue, to elect any one or more of the following: (1) has occurred To continue this Lease in full force and is continuingeffect (so long as Landlord does not terminate this Lease), and Landlord shall have the right to collect Rent, Additional Rent and other charges when due for the remainder of the Lease Term; and/or (2) To cure such default or defaults at its own expense and without prejudice to any other remedies which it might otherwise have; and any reasonable payment made or reasonable expenses incurred by Landlord in curing such default, with interest thereon at the Default Rate (as hereafter defined), to be and become Additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter (but in no event earlier than fifteen (15) days, nor later than thirty (30) days, after the date on which Landlord invoices Tenant for the same); and/or (3) To re-enter the Premises in accordance with applicable law, and dispossess Tenant and anyone claiming through or under Tenant by summary proceedings or otherwise, and remove their effects, and take complete possession of the Premises and either (a) declare this Lease terminated and the Lease Term ended, or (b) elect to continue this Lease in full force and effect, but with the right at any time thereafter that such Event of Default remains uncured to declare this Lease terminated and the Lease Term ended. In such re-entry, Landlord may, as permitted by applicable law, remove all persons from the Premises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to Landlord. If Landlord elects to terminate this Lease and/or elects to terminate Tenant’s right of possession, every obligation of Landlord contained in this Lease shall, upon entry of a final, non-appealable judgment terminating this Lease or Landlord’s reentry onto the Premises in accordance with applicable law, cease without prejudice to Tenant’s liability for all Rent, Additional Rent, and other sums owed by Tenant herein. Should Landlord declare this Lease terminated and the Lease Term ended (pursuant to Section 22(B)(3)(a) above), the LenderLandlord shall be entitled to recover from Tenant the Rent, Additional Rent, and all other sums due and owing by notice Tenant to the Companydate of termination, may declare plus the Loan Amount reasonable costs of curing all Tenant’s defaults existing at or prior to the date of termination, plus the reasonable costs of recovering possession of the Premises, plus the reasonable costs of reletting the Premises including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs, plus other actual damages suffered or incurred by Landlord due to all Events of Default and any late fees or other charges incurred by Landlord under any mortgage, plus the deficiency, if any, between Tenant’s Rent and Additional Rent for the balance of the Lease Term and the rent obtained by Landlord under another lease for the Premises, for the balance of the Lease Term remaining under this Note Lease on the date of termination. Should Landlord elect to continue this Lease (pursuant to Section 22(B)(3)(b) above), Landlord shall be entitled to recover from Tenant the Rent, Additional Rent and all other sums due and owing by Tenant up to the date of dispossession, plus the reasonable costs of curing all Events of Default existing at or prior to the date of dispossession, plus the Rent, Additional Rent and all other sums owed by Tenant on a continuing basis as said amounts accrue to the end of the Lease Term, less the rental which Landlord receives during such period, if any, from others to whom the Premises may be relet, plus the reasonable cost of recovering possession of the Premises, plus the reasonable costs of reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs. Any suit brought by Landlord to enforce collection of such deficiency for any one month shall not prejudice Landlord’s right to enforce the collection of any deficiency for any subsequent month in subsequent separate actions, or Landlord may defer initiating any such suit until after the expiration of the Lease Term (in which event such deferral shall not be construed as a waiver of Landlord’s rights as set forth herein and Landlord’s cause of action shall be deemed not to have accrued interest thereon until the expiration of the Lease Term), and it being further understood that if Landlord elects to bring suits from time to time prior to reletting the Premises, Landlord shall be entitled to its full damages through the date of the award of damages without regard to any rent, additional rent or other sums that are or may be projected to be immediately due and payable, and received by Landlord upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from a subsequent reletting of the Lender’s written requestPremises. In the event that Landlord relets the Company fails Premises together with other premises or for a term extending beyond the scheduled expiration of the Lease Term, it is understood that Tenant will not be entitled to pay apply against Landlord’s damages any rent, additional rent or other sums generated or projected to be generated by either such other premises or the period extending beyond the scheduled expiration of the Lease Term. Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In lieu of the amounts recoverable by Landlord pursuant to the two immediately preceding paragraphs, but in addition to other remedies and amounts otherwise recoverable by Landlord in this Lease, Landlord may, at its sole election, (i) terminate this Lease, (ii) collect all outstanding Amounts within this five Rent, Additional Rent, and other sums due and owing by Tenant up to the date of termination, and (5iii) business day periodprovided Landlord terminates Tenant’s right to possession of the Premises, accelerate and collect the interest rate on present value of the unpaid positive difference (if any) between (x) the sum of all Rent, Additional Rent and outstanding Loan Amount all other sums required to be paid by Tenant through the remainder of this Note the Lease Term, and (y) the fair market rental value of the Premises for the remainder of the Lease Term, net of a reasonable vacancy and concession allowance determined by Landlord in its reasonable discretion (the present value of such difference being herein referred to as the “Accelerated Rent”), which Accelerated Rent shall be increased to, and this Note shall bear discounted to present value using an interest at, a monthly rate equal to one six and a one-half percent (1.56.5%) per annum (“Present Value Accelerated Rent”). In the event Landlord is successful in reletting the Premises for any part of the remainder of the Lease Term prior to payment of the Present Value Accelerated Rent, the fair market rental value shall be deemed to equal the rents reserved under such reletting, and Landlord shall not be obligated to pay over the proceeds of such reletting in whole or part. In no event shall Landlord be liable for, nor shall Tenant’s obligations hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the Premises or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until collect any rent due upon such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderreletting. (bC) No course Tenant, on its own behalf and on behalf of dealing all persons claiming through or delay or failure on the part of the Lender to exercise under Tenant, including all creditors, does hereby specifically waive and surrender any right under this Section shall operate and all rights and privileges, so far as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent is permitted by law, which Tenant and all such persons might otherwise have under any present or future law (1) to the service of any notice to quit or of Landlord’s intention to re-enter or to institute legal proceedings, which notice may otherwise be required to be given, (2) to redeem the Premises, (3) to re-enter or repossess the Premises, (4) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court or judge, or any re-entry by Landlord, or any expiration or termination of this Lease, whether such dispossession, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease, or (5) which exempts property from liability for debt or for distress for rent. Landlord and Tenant each hereby consents to the exercise of personal jurisdiction over it by any federal or local court in the jurisdiction in which the Premises is located. (D) If Tenant fails to take possession of the Premises upon the commencement of the Lease Term, Landlord and Tenant acknowledge that this Lease Agreement may be construed as a contract to or for lease, as opposed to a contract of lease. Accordingly, Landlord and Tenant agree that, if Tenant defaults under this Lease (beyond the applicable notice and cure period, if any) prior to the Lease Commencement Date, or if Tenant fails to accept possession of the Premises when tendered by Landlord (it being acknowledged and agreed that any such failure by Tenant to accept possession of the Premises when tendered by Landlord shall be an Event of Default hereunder, but that Tenant shall not be required to actually occupy the Premises in order for Tenant to accept possession thereof), Landlord shall be entitled to terminate Tenant’s right to possession of the Premises pursuant to the Lease Agreement and to recover from Tenant, subject to the conditions and limitations set forth in Section 22(B), contract damages resulting from Tenant’s default and/or failure to accept possession of the Premises in an amount equal to all reasonable costs of the rents and expensesother sums required to be paid under the Lease (as if Tenant had taken possession of the Premises when tendered by Landlord) from the date on which Landlord tenders possession of the Premises to Tenant until the date on which the Premises are relet (if ever) or any earlier date on which the Lease would have expired by its terms, including plus (but without duplication) all of the damages reserved to Landlord in Section 22(B) of this Lease (including, but not limited to reasonable to, any rent deficiency upon any reletting, costs of reletting, and court costs and attorneys’ fees, fees incurred by to relet the Lender in collecting any sums due on Premises and/or to enforce Landlord’s rights under the terms of this Note or in otherwise enforcing any of the Lender's rights hereunderLease). (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event In the event of Default (other than an insolvency Event any default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of Default) has occurred a right or remedy which Landlord may have by reason of such default or breach, elect to: 35.1 Terminate Tenant’s right to possession of the Leased Premises by any lawful means, in which case this Lease shall terminate and is continuingTenant shall immediately surrender possession of the Leased Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default including, but not limited to, the Lendercost of recovering possession actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the Lease Term after the time of such award exceeds the amount of such rental loss for the same period that Tenant proves could be reasonably avoided; all costs of re-letting including tenant finish allowances, rent reductions or abatements, and all other incentives; that portion of the leasing commission paid by notice Landlord and applicable to the Company, may declare the Loan Amount unexpired term of this Note Lease; and all accrued interest thereon any leasing commissions related to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from reletting the Lender’s written requestProperty. In the event Tenant shall have abandoned the Company fails Leased Premises, Landlord shall have the option of (i) taking possession of the Leased Premises and recovering from Tenant the amount specified in this paragraph, or (ii) proceeding under the provisions of the following Section 41.2; or 35.2 Maintain Tenant’s right to pay possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Leased Premises. In such event Landlord shall be entitled to enforce all outstanding Amounts within of Landlord’s rights and remedies under this five (5) business day periodLease, including the interest rate right to demand the entire amount of rent herein reserved or agreed to be paid for the entire term of this Lease as if the whole rent for the entire term were payable in advance. If any of Tenant’s fixtures, furniture, equipment, improvements, additions, alterations or other personal property remain on the unpaid and outstanding Loan Amount Leased Premises after termination or expiration of this Note Lease, Landlord may either: i) deem the Tenant’s property abandoned, dispose of Tenant’s property and charge the Tenant for any disposal costs (offset by any sales proceeds received by Landlord which shall not obligate Landlord to seek to sell any property); or ii) charge Tenant for storage fees equal to Rent for a period of up to six (6) months; during such storage period Tenant may remove its property and the storage fees shall cease accruing but at the end of six (6) months Tenant’s property shall be increased to, deemed abandoned and this Note shall bear interest at, a monthly rate equal to one Landlord may dispose of Tenant’s property and a half percent charge the Tenant for any disposal costs (1.5%) or offset by any sales proceeds received by Landlord). In addition to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredforegoing remedies, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration Landlord may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of pursue any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at available to Landlord under Wyoming law. In the event of any default or breach by Landlord, Tenant shall have all rights and remedies now or hereafter available to Tenant under Wyoming law; provided, however, in equityno event shall Landlord nor any of its officers, by statute directors, owners or otherwiseother representatives be liable for any monetary damages and Tenant will look solely to the Landlord’s interest in the Leased Premises to satisfy such liability.

Default Remedies. (a) All of the Trustee's rights and remedies with respect to the Patents, whether established hereby or by the Security Agreement, or by any other agreement or by law, shall be cumulative and may be exercised singularly or concurrently. Without limiting the foregoing, this Agreement is executed in furtherance of, and supplementary to, the provisions of the Security Agreement, the terms and conditions of which are incorporated hereby as if set forth in full herein. In the event any provision of the Security Agreement conflicts with any provision of this Agreement, the provisions of the Security Agreement shall prevail and this Agreement shall be deemed to have been modified to the extent necessary to conform to the provisions of the Security Agreement. (b) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingexists, the Lender, by notice to Trustee may exercise all of the Company, may declare rights and remedies of a secured party under the Loan Amount of this Note Code and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid rights and outstanding Loan Amount of remedies conferred in this Note is repaid Agreement, in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note Security Agreement or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or other Lending Document, it being expressly understood that no such remedy herein conferred upon the Lender is intended to be exclusive of any other right remedy or remedy contained herein or existing at lawremedies, in equity, by statute or otherwise, but each and every such right or remedy shall be cumulative and shall be in addition to every other such right remedy given in this Agreement, in the Security Agreement or remedy contained herein and therein in SPECTRAN CORPORATION 6 PATENT COLLATERAL ASSIGNMENT 9 5. DEFAULTS -- REMEDIES any other Lending Document or now or hereafter existing at law or in equity or by statute, and may be exercised from time to time as often as may be deemed expedient by the Trustee. Without limiting the generality of the foregoing, if an Event of Default exists and is continuing, the Trustee may immediately terminate the license granted to any Obligor pursuant to Section 4.4 to use the Patents, and, without demand of performance and without other notice (except as set forth in clause (c) below), or demand whatsoever to such Obligor, all of which are hereby expressly waived, and without advertisement, sell at public or private sale or otherwise realize upon, in the Commonwealth of Massachusetts or elsewhere, the whole or from time to time any part of the Patents, or any interest that any or all of the Obligors may have therein. (c) Each Obligor and the Trustee agree that ten (10) days' notice to the Obligors of any public or private sale or other disposition of the Patents shall be reasonable notice thereof, and such sale shall be at such reasonable locations as the Trustee shall designate in such notice. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived by each Obligor. The Trustee shall have the right to bid at any such sale on behalf of any one or more of the Beneficiaries (who shall also have the right to bid individually). Proceeds arising from any such sale shall be applied in equitythe manner set forth in the Trust Indenture. (d) If any Event of Default exists, the Trustee shall have the right, but shall in no way be obligated to, bring suit in its own name to enforce the Patents and any license thereunder, in which event each Obligor shall at the request of the Trustee do any and all lawful acts and execute any and all proper documents reasonably required by statute the Trustee in aid of such enforcement, and each Obligor shall promptly, upon demand, reimburse and indemnify the Trustee for all reasonable costs and expenses incurred by the Trustee in the exercise of its rights under this Section 5.1(d). (e) The Obligors jointly and severally will pay to the Trustee all reasonable expenses (including court costs and attorneys' fees and expenses) of, or otherwiseincident to, the enforcement of any of the provisions of this Agreement and all other charges due against the Patents including, without limitation, taxes, assessments, security interests, Liens or encumbrances upon the Patents and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of the Patents.

Default Remedies. (a) If an Event The occurrence of Default one or more of the following events shall constitute a default of this Lease by Tenant: (1) The abandonment of the premises by Tenant or absence of Tenant from premises for thirty (30) days or longer while failing to comply with any provision of this Lease. (2) The failure by Tenant to make any payment of rent or other payment required to be made by Tenant under this Lease when due. (3) The failure by Tenant to observe or perform any provision of this Lease other than an insolvency Event the payment of Defaultmoney where such failure continues for a period of thirty (30) has occurred days after written notice thereof from Landlord to Tenant. This notice shall be in lieu of, and is continuingnot in addition to, any notice required under Arizona law. (i) The making by Tenant of any general assignment for the Lender, benefit of creditors; (ii) the filing by notice or against Tenant of a petition under the United States Bankruptcy Code unless dismissed within thirty (30) days; (iii) the appointment of a receiver or trustee to take possession of substantially all of Tenant's assets located at the Company, may declare the Loan Amount premises or of this Note and Lease where possession is not restored to Tenant within thirty (30) days; (iv) the attachment, execution or other judicial seizure of substantially all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate of Tenant's assets located on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent premises where such seizure is not discharged within thirty (1.5%30) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdays. (b) No course In the event of dealing any default by Tenant as defined above, Landlord may exercise one or delay more of the following remedies in addition to any remedy provided for at law or failure equity: (1) With or without notice or process of law and using such force as Landlord may deem reasonably necessary under the circumstances, and without terminating this Lease or relieving Tenant of any obligation hereunder, Landlord may re-enter and take possession of the premises and of all property located therein. Under no circumstances shall Landlord be liable in damages or otherwise by reason of the exercise by Landlord of any such re-entry or eviction, or by reason of the exercise by Landlord of any other remedy provided in this subparagraph (b). (2) In the event that Landlord recovers possession of the premises without termination of this Lease, Tenant shall pay to Landlord all sums due under this Lease on the part dates due as if Tenant remained in possession-of the Lender premises. (3) Landlord may recover from Tenant, and Tenant shall pay upon demand, all expenses incurred in recovering possession of the premises, repairing and altering the premises for reletting, and attempting to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice relet the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensespremises, including but not limited to reasonable attorneys’ commissions and attorney fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No The remedies described in subparagraph (b) are cumulative and in addition to any remedy at law or in equity. The filing of an action by Landlord against Tenant requesting under one or more remedies shall not be deemed an election of that remedy or remedies to the exclusion of all others. (d) Landlord shall be under no obligation to observe or perform any duty imposed by this Lease which accrues after the date of any default by Tenant. (e) The failure or delay of Landlord in exercising any right or remedy herein conferred upon the Lender is intended to shall not be exclusive construed as a waiver of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, of any default by statute or otherwiseTenant.

Default Remedies. (aA) The occurrence of one or more of the following events shall constitute a material default and breach of this Lease by Tenant ("Event of Default"): (1) Failure by Tenant to make payment of any Rent, Additional Rent, or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) business days after written notice of such failure from Landlord; provided that, if two (2) such notices have been delivered within the twelve (12) months immediately preceding any failure to make any payment when and as due, such failure shall, without notice or demand, be deemed an Event of Default; (2) The making by Tenant (or any guarantor) of any assignment or arrangement for the benefit of creditors; (3) The levying of an attachment, execution of other judicial seizure upon the Tenant's property in or interest under this Lease, which is not satisfied or released or the enforcement thereof superseded by an appropriate proceeding within sixty (60) days thereafter; (4) The appointment of a receiver or trustee to take possession of the property of Tenant (or any guarantor) or of Tenant's (or any guarantor's) business or assets and the order or decree appointing such receiver or trustee shall have remained in force undischarged for sixty (60) days after the entry of such order or decree; (5) The vacating or abandonment of the Premises, unless (i) Tenant notifies Landlord of its intent to vacate or abandon not less than ten (10) days in advance thereof, (ii) Tenant obtains and maintains all necessary endorsements to ensure that Tenant's insurance shall remain in effect with regard to the Premises, notwithstanding such vacating or abandonment of the Premises, and (iii) Tenant takes all necessary steps to ensure there will be no unauthorized access to the Premises during the period of any such vacancy or abandonment; (6) The failure by Tenant to maintain any insurance required herein, which failure continues for more than two (2) business days after written notice from Landlord advising Tenant of such failure; (7) An assignment, subletting, pledge, mortgage, or other transfer of this Lease or the Premises by Tenant, or any transfer of any interest in the Tenant, in violation of Section 12 of this Lease; and/or (8) The failure by Tenant to perform or observe any other term, covenant, agreement or condition to be performed or kept by the Tenant under the terms, conditions, or provisions of this Lease, which failure is not cured within ten (10) days after written notice thereof from Landlord (or such longer time as may be reasonably required to cure such failure through the exercise of due diligence, unless (i) such failure is a willful repudiation of the Lease authorized by Tenant's Board of Directors, (ii) such failure cannot, based on objective evidence, be cured, (iii) such failure relates to the existence of a generally-recognized, imminent danger to the health or safety of occupants of the Premises due to a hazardous condition on the Premises, or (iv) such failure subjects Landlord to criminal prosecution). (B) If an Event of Default shall have occurred, Landlord shall have (in addition to all other than an insolvency rights and remedies provided by law or otherwise provided by this Lease) the right, at the option of the Landlord, then or at any time thereafter while such Event of DefaultDefault shall continue, to elect any one or more of the following: (1) has occurred To continue this Lease in full force and is continuingeffect (so long as Landlord does not terminate this Lease), and Landlord shall have the right to collect Rent, Additional Rent and other charges when due for the remainder of the Lease Term; and/or (2) To cure such default or defaults at its own expense and without prejudice to any other remedies which it might otherwise have; and any reasonable payment made or reasonable expenses incurred by Landlord in curing such default, with interest thereon at the Default Rate (as hereafter defined), to be and become Additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter (but in no event earlier than fifteen (15) days, nor later than thirty (30) days, after the date on which Landlord invoices Tenant for the same); and/or (3) To re-enter the Premises in accordance with applicable law, and dispossess Tenant and anyone claiming through or under Tenant by summary proceedings or otherwise, and remove their effects, and take complete possession of the Premises and either (a) declare this Lease terminated and the Lease Term ended, or (b) elect to continue this Lease in full force and effect, but with the right at any time thereafter that such Event of Default remains uncured to declare this Lease terminated and the Lease Term ended. In such re-entry, Landlord may, as permitted by applicable law, remove all persons from the Premises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to Landlord. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, every obligation of Landlord contained in this Lease shall, upon entry of a final, non-appealable judgment terminating this Lease or Landlord's reentry onto the Premises in accordance with applicable law, cease without prejudice to Tenant's liability for all Rent, Additional Rent, and other sums owed by Tenant herein. Should Landlord declare this Lease terminated and the Lease Term ended (pursuant to Section 22(B)(3)(a) above), the LenderLandlord shall be entitled to recover from Tenant the Rent, Additional Rent, and all other sums due and owing by notice Tenant to the Companydate of termination, may declare plus the Loan Amount reasonable costs of curing all Tenant's defaults existing at or prior to the date of termination, plus the reasonable costs of recovering possession of the Premises, plus the reasonable costs of reletting the Premises including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs, plus other actual damages suffered or incurred by Landlord due to all Events of Default and any late fees or other charges incurred by Landlord under any mortgage, plus the deficiency, if any, between Tenant's Rent and Additional Rent for the balance of the Lease Term and the rent obtained by Landlord under another lease for the Premises, for the balance of the Lease Term remaining under this Note Lease on the date of termination. Should Landlord elect to continue this Lease (pursuant to Section 22(B)(3)(b) above), Landlord shall be entitled to recover from Tenant the Rent, Additional Rent and all other sums due and owing by Tenant up to the date of dispossession, plus the reasonable costs of curing all Events of Default existing at or prior to the date of dispossession, plus the Rent, Additional Rent and all other sums owed by Tenant on a continuing basis as said amounts accrue to the end of the Lease Term, less the rental which Landlord receives during such period, if any, from others to whom the Premises may be relet, plus the reasonable cost of recovering possession of the Premises, plus the reasonable costs of reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs. Any suit brought by Landlord to enforce collection of such deficiency for any one month shall not prejudice Landlord's right to enforce the collection of any deficiency for any subsequent month in subsequent separate actions, or Landlord may defer initiating any such suit until after the expiration of the Lease Term (in which event such deferral shall not be construed as a waiver of Landlord's rights as set forth herein and Landlord's cause of action shall be deemed not to have accrued interest thereon until the expiration of the Lease Term), and it being further understood that if Landlord elects to bring suits from time to time prior to reletting the Premises, Landlord shall be entitled to its full damages through the date of the award of damages without regard to any rent, additional rent or other sums that are or may be projected to be immediately due and payable, and received by Landlord upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from a subsequent reletting of the Lender’s written requestPremises. In the event that Landlord relets the Company fails Premises together with other premises or for a term extending beyond the scheduled expiration of the Lease Term, it is understood that Tenant will not be entitled to pay apply against Landlord's damages any rent, additional rent or other sums generated or projected to be generated by either such other premises or the period extending beyond the scheduled expiration of the Lease Term. Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In lieu of the amounts recoverable by Landlord pursuant to the two immediately preceding paragraphs, but in addition to other remedies and amounts otherwise recoverable by Landlord in this Lease, Landlord may, at its sole election, (i) terminate this Lease, (ii) collect all outstanding Amounts within this five Rent, Additional Rent, and other sums due and owing by Tenant up to the date of termination, and (5iii) business day periodprovided Landlord terminates Tenant's right to possession of the Premises, accelerate and collect the interest rate on present value of the unpaid positive difference (if any) between (x) the sum of all Rent, Additional Rent and outstanding Loan Amount all other sums required to be paid by Tenant through the remainder of this Note the Lease Term, and (y) the fair market rental value of the Premises for the remainder of the Lease Term, net of a reasonable vacancy and concession allowance determined by Landlord in its reasonable discretion (the present value of such difference being herein referred to as the "Accelerated Rent"), which Accelerated Rent shall be increased to, and this Note shall bear discounted to present value using an interest at, a monthly rate equal to one six and a one-half percent (1.56.5%) per annum ("Present Value Accelerated Rent"). In the event Landlord is successful in reletting the Premises for any part of the remainder of the Lease Term prior to payment of the Present Value Accelerated Rent, the fair market rental value shall be deemed to equal the rents reserved under such reletting, and Landlord shall not be obligated to pay over the proceeds of such reletting in whole or part. In no event shall Landlord be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the Premises or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until collect any rent due upon such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderreletting. (bC) No course Tenant, on its own behalf and on behalf of dealing all persons claiming through or delay or failure on the part of the Lender to exercise under Tenant, including all creditors, does hereby specifically waive and surrender any right under this Section shall operate and all rights and privileges, so far as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent is permitted by law, which Tenant and all such persons might otherwise have under any present or future law (1) to the service of any notice to quit or of Landlord's intention to re-enter or to institute legal proceedings, which notice may otherwise be required to be given, (2) to redeem the Premises, (3) to re-enter or repossess the Premises, (4) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court or judge, or any re-entry by Landlord, or any expiration or termination of this Lease, whether such dispossession, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease, or (5) which exempts property from liability for debt or for distress for rent. Landlord and Tenant each hereby consents to the exercise of personal jurisdiction over it by any federal or local court in the jurisdiction in which the Premises is located. (D) If Tenant fails to take possession of the Premises upon the commencement of the Lease Term, Landlord and Tenant acknowledge that this Lease Agreement may be construed as a contract to or for lease, as opposed to a contract of lease. Accordingly, Landlord and Tenant agree that, if Tenant defaults under this Lease (beyond the applicable notice and cure period, if any) prior to the Lease Commencement Date, or if Tenant fails to accept possession of the Premises when tendered by Landlord (it being acknowledged and agreed that any such failure by Tenant to accept possession of the Premises when tendered by Landlord shall be an Event of Default hereunder, but that Tenant shall not be required to actually occupy the Premises in order for Tenant to accept possession thereof), Landlord shall be entitled to terminate Tenant's right to possession of the Premises pursuant to the Lease Agreement and to recover from Tenant, subject to the conditions and limitations set forth in Section 22(B), contract damages resulting from Tenant's default and/or failure to accept possession of the Premises in an amount equal to all reasonable costs of the rents and expensesother sums required to be paid under the Lease (as if Tenant had taken possession of the Premises when tendered by Landlord) from the date on which Landlord tenders possession of the Premises to Tenant until the date on which the Premises are relet (if ever) or any earlier date on which the Lease would have expired by its terms, including plus (but without duplication) all of the damages reserved to Landlord in Section 22(B) of this Lease (including, but not limited to, any rent deficiency upon any reletting, costs of reletting, and court costs and attorneys' fees incurred to reasonable attorneys’ fees, incurred by relet the Lender in collecting any sums due on this Note or in otherwise enforcing any of the LenderPremises and/or to enforce Landlord's rights hereunderunder the terms of this Lease). (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) Acceleration -- If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingdescribed in Section 5.1 exists, the Lenderholder or holders of not less than 25% in aggregate outstanding principal amount of the Notes (exclusive of any Notes owned by the Association, and its Affiliates) may, at its or their option, exercise any right, power or remedy permitted by law, including the right, by notice to the CompanyAssociation, may to declare all the Loan Amount of this Note and all accrued interest thereon outstanding Notes, to be immediately due and payable; provided, and upon any such declarationhowever, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all that no outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration principal of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become Notes may be declared immediately due and payable without any declaration the specific prior approval of the FSLIC if, after giving effect thereto, the Association would not meet its regulatory capital requirements pursuant to FHLBB Regulation 553.13 (12 C.F.R. Section 553.13) or any act on comparable statute or regulation that is a successor thereto and provided, further, that the part foregoing restriction shall not apply to the repayment of the Notes due at the Maturity Date. Upon each declaration, the principal of the Note declared due shall become immediately due and payable, together with all accrued interest, and the Association will immediately make payment, without any presentment, demand, protest or other notice of any Lenderkind, all of which are hereby expressly waived. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure to exercise any right on the part of the Lender to exercise any right under this Section Holder shall operate as a waiver of such right or otherwise prejudice the Lender’s such Holder's rights, powers and or remedies. The Company Association will pay or reimburse the Lender, Holders for all costs and expenses (including reasonable attorneys' fees) incurred by them after notice to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender Association in collecting any sums due on this such Note or Notes or in otherwise enforcing any of their rights, whether by judicial proceedings or otherwise; provided, however, that upon and after the Lenderoccurrence of an Event of Default hereunder, the Association shall pay the reasonable fees and disbursements of each Holder's rights hereundercounsel incurred by such Holder in its dealings with the Association after the occurrence of such Event of Default, including without limitation those reasonable fees and disbursements of Holder's counsel in any action or participation in, or in connection with, a case or proceeding under Chapter 7 or 11 of the Bankruptcy Code, or any successor statute thereto or in any liquidation or sale of assets proceeding brought by the FSLIC or the FDIC with respect to the Association; and provided, further, that such claim of the Holders under this Section 5.2 shall be made in writing within 120 days after the date of the final expense incurred or charged for any particular matter. The obligations of the Association under this Section 5.2 shall survive payment and cancellation of the Notes. (cb) No right Annulment of Acceleration -- In the event of each declaration pursuant to Section 5.2(a), the Holder or remedy herein conferred upon Holders of at least 66-2/3% of the Lender is intended to be aggregate outstanding principal amount of the Notes (exclusive of any other right Notes owned by the Association, Significant Subsidiaries and/or its and their Affiliates) may annul such declaration and its consequences if no judgment or remedy contained herein decree has been entered for the payment of any amount due pursuant to such declaration and if all sums payable under the Notes and under this Agreement (except any principal or existing at law, in equity, interest on the Notes which has become payable solely by statute or otherwise, and every reason of such right or remedy declaration) shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisehave been duly paid.

Default Remedies. (aA) If an Event at any time prior to or during the Demised Term, any one or more of Default the following events (referred to as "Events of Default") shall occur: (i) if Tenant shall default in the payment when due of any installment of Fixed Rent or in the payment when due of any other sums due Owner hereunder, and such default shall continue for a period of ten (10) days after notice by Owner to Tenant of such default, or (ii) if Tenant shall default in the observance or performance of any term, covenant or condition (other than the covenants to make payment of Fixed Rent or other sums due Owner) of this Lease on Tenant's part to be observed or performed and Tenant shall fail to remedy such default within thirty (30) days after notice by Owner to Tenant of such default; or (iii) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or such proceeding shall be commenced against Tenant or Tenant shall be adjudicated a bankrupt or insolvent, or Tenant shall file or there shall be filed against Tenant any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or Tenant shall make an insolvency Event assignment for the benefit of creditors, or Tenant shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator for Tenant or of all or any part of Tenant's property; or (iv) if Tenant shall desert or abandon the Demised Premises or Tenant's equipment; or (v) if Tenant's interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise except as provided in Article NINTH hereof then, upon the occurrence, at any time prior to or during the Demised Term, of any one or more of such Events of Default) has occurred and is continuing, the LenderOwner, by notice to the Companyat any time thereafter, at Owner's option, may declare the Loan Amount of this Note and all accrued interest thereon give to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within Tenant a five (5) business days from the Lender’s written request. In days' notice of termination of this Lease and, in the event such notice is given, this Lease and the Company fails Demised Term shall come to pay all outstanding Amounts within this an end and expire upon the expiration of said five (5) business day period, days with the interest rate on same effect as if the unpaid and outstanding Loan Amount date of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the said five (5) business days were the expiration date of the Demised Term and this Lease, but Tenant shall remain liable for damages and all other sums payable pursuant to law. Any notice given by Owner to Tenant under this Article SIXTEENTH shall be deemed a "ten day period until such unpaid notice to quit" under the provisions of Section 713 of the Real Property Actions and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderProceedings Law. (bB) No course In the event that this Lease shall end, Owner and its agents and servants may immediately, or at any time after such default or after the date upon which this Lease and the Demised Term shall expire and come to an end, re-enter the Demised Premises or any part thereof, without notice, either by summary proceedings or by any other applicable action or proceeding, or by force or otherwise (without being liable to indictment, prosecution or damages therefor), and may repossess the Demised Premises and dispossess Tenant and any other persons from the Demised Premises and remove any and all of dealing their property and effects from the Demised Premises including Tenant's equipment and Owner, at Owner's option, may release the whole or delay any part or failure on the part parts of the Lender Demised Premises, from time to exercise any right under this Section shall operate as a waiver time, either in the name of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute Owner or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the expiration date of the Demised Term, at such rental or rental fees or otherwise and every upon such right other conditions, which may include concessions and free rent periods, as Owner, in its sole discretion, may determine. Tenant hereby waives the service of any notice of intention to re-enter or remedy to institute legal proceedings to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Demised Premises, or to re-enter or repossess the Demised Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-entry by Owner, or (iii) any expiration or termination of this Lease and the Demised Term, whether such dispossess, re-entry, expiration or termination shall be cumulative and shall be in addition by operation of law or pursuant to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethe provisions of this Lease.

Default Remedies. (a) If an Event It shall be a default hereunder if (i) Tenant shall fail to pay any rent or other sums of Default money on the same is due (subject to the grace period described below); (ii) Tenant shall fail to comply with any provision of this Lease or any other than an insolvency Event agreement between Landlord and Tenant, and such failure shall not be cured within 30 days following Landlord’s giving of Default) has occurred and is continuing, the Lender, by notice to Tenant specifying the Companyparticulars of such failure; (iii) the leasehold hereunder demised shall be taken on execution or other process of law in any action against Tenant; (iv) Tenant shall fail to promptly take possession of, open for and continuously operate its business in the Premises when the Premises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Tenant shall be a default hereunder; (v) Tenant shall become insolvent or unable to pay its debts as they become due, or Tenant notifies Landlord that it anticipates either condition; (vi) Tenant takes any action to, or notifies Landlord that Tenant intends to file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statue of the United States or any State thereof; or a petition shall be filed against Tenant under any such statute or Tenant or any creditor of Tenant notifies Landlord that it knows such a petition will be filed or Tenant notifies Landlord that it expects such a petition to be filed; or (vii) a receiver or trustee shall be appointed for Tenant’s leasehold interest in the Premises or for all or a substantial part of the assets of Tenant. Not more than twice is any 12-month period, Landlord shall notify Tenant of a monetary default under this Lease, and Tenant shall be permitted to cure such default within 10 days following the giving of such notice. (b) Upon the happening of any such events, Landlord may (i) cancel and terminate this Lease and dispossess Tenant; (ii) terminate the possession of Tenant hereunder and declare all amounts and rents due under this Lease for the Loan Amount remainder of this Note and all accrued interest thereon the existing term to be immediately due and payable, and upon thereupon all rents and other charges due hereunder to the end of the initial term or any renewal term, if applicable, shall be accelerated (in which event Tenant shall be liable to Landlord in damages for the unpaid rentals and other charges and the excess of the amounts thereafter due hereunder over the fair rental value of the Premises over the remaining term, plus the estimated cost of new leasehold improvements and fixturing for another tenant); (iii) enter and repossess the Premises and relet the Premises for Tenant’s account, holding Tenant liable in damages for all expenses incurred in any such declarationreletting and for any differences between the amount of rent received from such reletting, such Loan Amount and accrued interest shall thereupon become that due and payable immediately within five (5) business days from under the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount terms of this Note Lease; or (iv) enter upon the Premises and do whatever Tenant is obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease and Tenant further agrees that Landlord shall not be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or liable for any damages resulting to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until Tenant fro such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderaction). (c) No right or remedy herein conferred upon the Lender is intended to All such remedies of Landlord shall be exclusive of cumulative, and in addition, Landlord may pursue any other right remedies that may be permitted by law or remedy contained herein or existing at law, in equity, . Forbearance by statute Landlord to enforce one or otherwise, and every ore of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisedefault.

Default Remedies. (aAt any time and from time to time following the occurrence of any Event of Default, ▇▇▇▇▇▇ may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses 5.1(b) If - 5.1(f), an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by ▇▇▇▇▇▇ to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of eighteen percent (1.518.00%) per annum simple interest or to the maximum rate permitted by under applicable law (“Default Interest”). In connection with the "Default Rate") from the acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest, or other notice of any kind, and ▇▇▇▇▇▇ may immediately and without expiration of the five (5) business day any grace period until such unpaid enforce any and outstanding Loan Amount all of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note its rights and accrued Interest thereon will become immediately due remedies hereunder and payable without any declaration or any act on the part of any Lenderall other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part ▇▇▇▇▇▇ at any time prior to payment hereunder, and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to exercise this Section 5.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate as a waiver of such limit ▇▇▇▇▇▇’s right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited pursue any other remedies available to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note it at law or in otherwise enforcing any of the Lender's rights hereunderequity. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 25.1. The following events (athe "Events of Default'? shall each constitute a material default by the Tenant: 25.1.1. If the Tenant timely fails to pay any sum due to the Landlord under the Lease, which failure shall continue for a period often (10) days after receipt of written notice by Landlord to the Tenant; or 25.1.2. If the Tenant shall fail to perform any non-monetary term, condition, covenant or agreement of this Lease which continues for a period of thirty (30) days after receipt written notice by Landlord to the Tenant (except that if the default cannot he reasonably cured within that period, the Tenant shall not be in default so long as the Tenant promptly and diligently pursues the cure and is not otherwise in default) but in no event shall it take longer than ninety (90) days; or 25.1.3. If the Tenant (or, if the Tenant is a partnership, if any partner of the Tenant) shall file a petition in bankruptcy, make any assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due; if any court of competent jurisdiction shall enter a decree or order adjudicating it bankrupt or insolvent; or if any trustee or receiver for the Tenant or for any substantial part of its property be appointed or if any person shall file a petition for involuntary bankruptcy against the Tenant and such appointment or petition shall not be stayed or vacated within sixty (60) days of entry thereof; or 25.1.4. If the Tenant's interest in this Lease or the Premises shall be subjected to any attachment, levy or sale pursuant to any order or decree entered against the Tenant in any legal proceeding and the order or decree shall not be vacated within thirty (30) days of its entry; or 25.1.5. If the Tenant is guilty of an Event of Default (under any other than an insolvency Event of Default) has occurred and is continuing, lease agreement with the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) Landlord or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the LenderLandlord's rights hereunderaffiliated entities. (c) No right or remedy herein conferred upon the Lender is 25.1.6. The notices required by this Section are intended to be exclusive of satisfy any other right or remedy contained herein or existing at law, in equity, and all notice requirements imposed by statute or otherwise, law on the Landlord and every such right or remedy shall be cumulative and shall be are not in addition to every other any such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiserequirement.

Default Remedies. (a) If an Event Upon the occurrence and during the continuance of Default any Foreclosure Event, Citibank, at its option, in addition to its rights and remedies under the Trust ISDA Agreement and/or the Guarantee and all rights and remedies available to a secured party under applicable law, shall have any or all of the following rights and remedies: (other than an insolvency Event of Defaulti) has occurred Citibank may do any acts that it deems proper to protect the Collateral as security hereunder, receive any payments due with respect to the Capped Call Agreement or any damages thereunder and is continuing, the Lenderapply, by notice setoff or otherwise, all sums received to the Company, may declare payment of the Loan Amount Obligations in such order as Citibank shall determine. Any such actions of Citibank shall not be deemed to impose upon Citibank any of Cemex’s obligations under the Capped Call Agreement. Subject to the foregoing provisions of this Note paragraph, once Citibank is entitled to exercise its rights and all accrued interest thereon remedies hereunder, Citibank shall have the right to renew, extend the time of payment of, or otherwise modify, amend, supplement, settle or compromise, in any manner, any obligations for the payment of money included in the Collateral, any security therefor and any other agreements, instruments, claims or chooses in action of any kind which may be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five included in the Collateral. (5ii) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note Citibank shall be increased toentitled to exercise Cemex’s rights under or in respect of any Collateral and Citibank shall be entitled to exercise any other rights or remedies provided herein, in any document or instrument delivered pursuant hereto or under applicable law. Citibank may exercise its rights under this Security Agreement and this Note shall bear interest at, a monthly rate equal its rights with respect to one and a half percent (1.5%) or to any other credit support securing the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration Obligations or any act on other remedy, in each case in any order or priority that Citibank determines in its sole discretion. There shall be no requirement that Citibank exhaust any other rights or remedies, or any other source of payment or credit support securing the part of any Lender. Such declaration of acceleration may be rescinded Obligations, prior to Citibank being entitled to exercise its rights and past defaults may be waived by the Lenderremedies hereunder. (b) No course of dealing Citibank may enforce its rights and remedies hereunder without prior judicial process or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightshearing, powers and remedies. The Company will pay or reimburse the LenderCemex hereby expressly waives, to the fullest extent permitted by law, for any right Cemex might otherwise have to require Citibank to enforce its rights by judicial process. Cemex also waives, to the fullest extent permitted by law, any defense Cemex might otherwise have to the Obligations secured hereby arising from use of nonjudicial process, enforcement and sale of all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting or any sums due on this Note or in otherwise enforcing any portion of the Lender's rights hereunder. (c) No right Collateral or remedy herein conferred upon the Lender is intended to be exclusive of from any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseelection of remedies.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, ▇▇▇▇▇▇ may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (ab) If – (f) of Section 5.1, an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by ▇▇▇▇▇▇ to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of twenty-two percent (1.522%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). For the "avoidance of doubt, ▇▇▇▇▇▇ may continue making Conversions at any time following an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Lender need not provide, and accrued Interest thereon will become immediately due and payable without Borrower hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and ▇▇▇▇▇▇ may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part ▇▇▇▇▇▇ at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender to exercise receives full payment. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate as a waiver of such limit ▇▇▇▇▇▇’s right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited pursue any other remedies available to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note it at law or in otherwise enforcing any equity including, without limitation, a decree of the Lender's rights hereunderspecific performance and/or injunctive relief. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. If we shall fail to pay, when due, any amount payable hereunder and you are unable to extend a Revolving Loan (as defined in the Credit Agreement) in cash, in accordance with the terms and restrictions of the Credit Agreement, to satisfy such payment obligation or with respect to any other Liabilities or to perform any other obligation to you, or if we or any of our property shall become subject to an order of any court or any other legal process or restraint or to any adverse claim that you shall deem material, or if you shall feel insecure for any reason whatsoever, such event shall constitute a Default hereunder. Upon Default you may, at your sole discretion and without notice to us, exercise any or all rights and remedies available to you hereunder, under any other agreement or instrument evidencing or relating to any of the Liabilities or Collateral, or under applicable law. Without limiting the foregoing, upon Default you may, to the fullest extent permitted by applicable law, without presentment, demand, notice of intent to accelerate, notice of acceleration, notice of dishonor or other notice, protest, advertisement, hearing or process of law of any kind, (a) If an Event enter upon any premises where any of Default the Collateral may be located and take possession of and remove such Collateral, (other than an insolvency Event b) sell any or all of Defaultthe Collateral, free of all rights and claims of the undersigned therein and thereto, at any public or private sale or broker's board, (c) has occurred bid for and is continuingpurchase any or all private sale or broker's board, (c) bid for any purchase any or all of the LenderCollateral at any such sale or broker's board, by notice (d) apply any of the Collateral to the Company, may declare payment of expenses in connection with the Loan Amount Collateral and the enforcement of this Note Agreement, including reasonable attorneys' fees and all accrued interest thereon to be immediately due and payablelegal expenses, and upon apply any balance thereof toward the payment of such declarationof the Liabilities, and in such order of application, as you may elect. If any notification by you of intended disposition of any of the Collateral is required by law, such Loan Amount notification, if mailed, shall be deemed reasonably and accrued interest shall thereupon become due and payable immediately within properly given if mailed at least five (5) business days from the Lender’s written request. In the event the Company fails before such disposition, postage prepaid, addressed to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid us in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderaccordance with paragraph 15 hereof. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event during the term of Default this Charter: (i) The Charterer shall make default for two Business Days in any payment in respect of Charter Hire, Additional Charter Hire or other amounts due under the terms of this Charter. (ii) The Charterer shall fail for a period of thirty (30) Business Days after written notice thereof has been given to the Charterer by the Owner to perform and observe any of the covenants, conditions, agreements or stipulations on the part of the Charterer to be performed or observed contained herein (other than an sub-clause (a)(i) and (v) of this Clause). (iii) The Charterer ceases doing business as a going concern or generally ceases to pay its debts as they become due or any proceedings under any bankruptcy or insolvency Event laws are instituted against the Charterer or if a receiver or trustee is appointed for the Charterer or for any of Defaultits assets or properties, and such proceeding is not dismissed, vacated or fully stayed within sixty (60) has occurred days. (iv) The Charterer shall create or suffer to exist any mortgage, charge, pledge or other like encumbrance over the Vessel or any part thereof not created or caused by the Owner or by persons claiming by, through or under the Owner or shall have abandoned the Vessel. The foregoing provisions shall not apply to any notice of abandonment which the Charterer may give to insurers under the provisions of Clause 12. (v) The Charterer fails to comply with any of its obligations as to insurance contained in Clause 11. (vi) The Charterer shall within thirty (30) days of any scheduled date of redelivery hereunder fail to provide adequate bail or security when required so to do in respect of any maritime lien, possessory lien or statutory right in rem which may be acquired over the Vessel not created or caused by the Owner or by persons claiming by, through or under the Owner in order to prevent the Vessel being arrested, impounded or seized or if any such lien, right or claim over the Vessel is exercised by the arrest, attachment, detention, impounding or seizure of the Vessel under any distress execution or other process, or any distress or execution is levied thereon, and is continuing, the LenderCharterer fails to use its best endeavors to procure the release of the Vessel therefrom within thirty (30) days of any scheduled date of redelivery hereunder. THEN AND IN ANY SUCH EVENT the Owner may, by written notice to the CompanyCharterer, may declare the Loan Amount of this Note and all accrued interest thereon Charter to be immediately due in default and payablethe Owner may: (i) Upon written demand, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from cause the Lender’s written request. In Charterer at the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased Charterer's expense to, and this Note the Charterer shall bear interest atpromptly, a monthly rate equal redeliver the Vessel or cause the Vessel to one and a half percent (1.5%) or be redelivered, with all reasonable dispatch to the maximum rate permitted Owner and in the condition required by law (the "Default Rate") from terms of Clause 8 as if the Vessel were being redelivered at the expiration of the five Charter Period, and all obligations of the Charterer under said Clause 8 shall apply to such redelivery, or (5ii) business day period until such unpaid the Owner or its agent, at the Owner's option, without further notice, may, but shall be under no obligation to, retake the Vessel wherever found, whether upon the high seas or in any port, harbor, or other place and outstanding Loan Amount irrespective of this Note is repaid in full. If an insolvency Event of Default has occurredwhether the Charterer, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration subcharterer or any act on the part of any Lender. Such declaration of acceleration other Person may be rescinded in possession of the Vessel, all without prior demand and past defaults without legal process, and for that purpose the Owner or its agent may enter upon any dock, pier or other premises where the Vessel may be waived and may take possession thereof, without the Owner or its agent incurring any liability by reason of such retaking, whether for the restoration of damage to property caused by such retaking or otherwise. The exercise by the LenderOwner of its remedies under this subclause (a) shall be without prejudice, and in addition, to any of the Owner's other remedies referred to below. (b) No course The Owner or its agent may sell the Vessel at public or private sale, with or without notice to the Charterer, advertisement or publication, as the Owner may determine, or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of dealing or delay or failure on what would have been the part Charter Period in the absence of the Lender to exercise any right under this Section shall operate as a waiver termination of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Charterer's rights to the extent permitted by lawVessel) to others or keep the Vessel idle, for all reasonable costs on such terms and expenses, including but not limited to reasonable attorneys’ fees, incurred by conditions and at such place or places as the Lender in collecting Owner may determine and all free and clear of any sums due on this Note or in otherwise enforcing any rights of the Lender's rights hereunderCharterer and of any claim of the Charterer in admiralty, in equity, at law or by statute, whether for loss or damage or otherwise, and without any duty to account to the Charterer. (c) No right The Charterer shall be liable for any and all Charter Hire and Additional Charter Hire payable under this Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by the Owner by reason of the occurrence of any default or by reason of the exercise by the Owner of any remedy hereunder, including, without limitation, all costs and expenses incurred by the Owner in connection with any retaking of the Vessel and, upon the redelivery or retaking of the Vessel in accordance with this Clause 17, the placing of the Vessel in the condition and seaworthiness required by the terms of Clause 8 hereof and including interest on overdue Charter Hire and Additional Charter Hire. (d) Each and every right, power and remedy herein conferred upon given to the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy Owner shall be cumulative and shall be in addition to every other such right or right, power and remedy contained herein and therein given or now or hereafter existing at law, in equity, admiralty or by statute and each and every power and remedy whether herein given or otherwiseotherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Owner, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission of the Owner to exercise any right or power vested in it hereunder shall impair such right or power or be construed as a waiver of or as acquiescence in any default by the Owner or be deemed a waiver of any right arising out of any future default or of any past default. In the event the Owner at any time agrees to waive any such right or power, such waiver shall be revocable by the Owner at any time and the right or power shall henceforth be again exercisable as though there had been no such waiver unless the Event of Default has been cured. In the event the Owner shall have proceeded to enforce any right or pursue any power under this Charter and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Owner, then and in every such case the Charterer and the Owner shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Charter and all rights, remedies and powers of the Owner shall continue as if no such proceedings had been taken. (e) The rights and powers of the Owner and the obligations of the Charterer under this Clause 17 shall be effective and enforceable regardless of the pendency of any proceeding which has or might have the effect of preventing the Owner or the Charterer from complying with the terms of this Charter. No express or implied waiver by the Owner of any default shall in any way be, or be construed to be a waiver of any further or subsequent default.

Default Remedies. (a) If an Event It shall constitute a “Default” if any of Default the following occurs: (other than an insolvency Event of Defaulti) has occurred Subtenant shall fail to pay Rent, as and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payablewhen due, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within failure should continue for more than five (5) business days after receipt of written notice of such failure from Sublandlord; (ii) Subtenant shall default in any other obligation or covenant hereunder, and if such default is curable, if such default shall continue for a period of more than fifteen (15) days after Sublandlord gives written notice to Subtenant specifying the Lender’s written request. In the event the Company fails to pay all outstanding Amounts default; provided that, if such default cannot reasonably be cured within this five such fifteen (515) business day period, the interest rate cure period therefore shall be extended for such time as is reasonably necessary to effect a cure of such default (but in no event beyond twenty-five (25) days after such notice is given) on the unpaid condition that Subtenant immediately commences and outstanding Loan Amount continuously diligently pursues such a cure to completion, and that, promptly upon determining that the aforesaid fifteen (15) day cure period is inadequate, Subtenant shall give notice to Sublandlord of the steps being taken to cure such default and the amount of time reasonably estimated by Subtenant to effect such cure; and provided further that, if Subtenant has defaulted in the performance of the same obligation or covenant three or more times during the Sublease Term and notice of such default has been given by Sublandlord in each instance, then no cure period shall thereafter be applicable hereunder; (iii) the Subleased Premises shall not, without the prior written consent of Sublandlord and Landlord, be occupied by any persons other than Subtenant or its permitted assigns or subtenants (except their respective guests or invitees, on an incidental, non-continuing basis), or be used for any purpose or by any persons other than those permitted hereunder, or if Subtenant shall enter into or purport to enter into any assignment, subletting or other transfer. Notwithstanding the foregoing, Subtenant shall have the right to permit the Named Affiliates to occupy the Subleased Premises so long as the Named Affiliates are under common control with Subtenant. (iv) Subtenant’s interest in this Note Sublease or the balance of the leasehold interest created by this Sublease, or any material portion of the goods and chattels of Subtenant, shall at any time be seized in execution, attachment or by other judicial process; provided that no such execution, attachment or other judicial process shall constitute a Default if Subtenant shall, contemporaneously with such execution, attachment or other judicial process, provide Sublandlord with evidence reasonably satisfactory to Sublandlord that Subtenant will be able to continue to perform all of Subtenant’s obligations hereunder when and as required; (v) Subtenant shall make any general assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit of any statute for bankrupt or insolvent debtors, or Subtenant shall take any steps or suffer any order to be made for its winding-up or other termination of its existence; or a custodian, trustee, receiver or receiver-manager or agent or other like person shall be increased toappointed for the assets of Subtenant (including where such receiver or like person shall be appointed in an involuntary proceeding, and this Note if such appointment shall bear interest at, a monthly rate equal to one and a half percent not be withdrawn within sixty (1.5%60) or to the maximum rate permitted by law (the "Default Rate") days from the expiration date of appointment); or (vi) Subtenant shall abandon the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderSubleased Premises. (b) No course Upon the occurrence of dealing any Default, Sublandlord shall have the following rights and remedies, all of which are cumulative and not alternative and are not to the exclusion of any other or delay additional rights and remedies in law or failure on equity available to Sublandlord by statute or otherwise: (1) cure any Default by making any payments or taking any actions required to do so, and Subtenant shall promptly upon presentation of invoices and reasonable supporting documentation, pay all amounts reasonably incurred by Sublandlord in curing such Default, including court costs and reasonable attorneys’ fees and disbursements in connection therewith, together with interest thereon at the part rate of ten percent (10%) per year; (2) recover all accrued but unpaid Rent, together with interest thereon at the rate of ten percent (10%) per year; (3) terminate this Sublease by giving notice of such termination to Subtenant, and this Sublease shall immediately and automatically terminate upon the effective date specified in such notice; (4) re-enter and resume possession of the Lender to exercise Subleased Premises and remove all persons and property therefrom, by any right under this Section shall operate as a waiver of such right acts or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted proceedings available by law, without being liable for any damages therefor, and no such re-entry nor any acceptance of keys from Subtenant or cancellation of Subtenant’s security passes shall be deemed an acceptance of the surrender of this Sublease, and in the event of any such re-entry, Subtenant shall remain liable for all Rent for the balance of the Sublease Term; (5) in its name but as agent for Subtenant if this Sublease is not terminated, or in Sublandlord’s own behalf if this Sublease is terminated, relet the whole or any portion of the Subleased Premises for any period equal to or greater or less than the period which would have constituted the balance of the Sublease Term, for any sum and on terms and conditions that Sublandlord deems suitable and satisfactory, making such alterations, repairs, or replacements and decorations in and to the Subleased Premises as Sublandlord deems appropriate in its sole discretion for the purpose of re-letting this Premises, and the making of such alterations or repairs, replacements and decorations shall not operate or be construed to release Subtenant from liability under this Sublease; (6) if this Sublease shall be terminated as provided in this paragraph, by summary proceedings or otherwise as a result of any Default, or if Sublandlord shall re-enter the Subleased Premises without also terminating this Sublease, whether the Subleased Premises shall be relet or not, Sublandlord shall be entitled to recover from Subtenant an amount equal to the sum of (a) all accrued and unpaid Rent as of the date of termination or re-entry plus (b) at the election of Sublandlord in its sole discretion either (i) any positive difference between the Rent due hereunder and the rent actually received by reason of any reletting, with any suit brought by Sublandlord to enforce collection of such difference for any one month not prejudicing Sublandlord’s right to enforce the collection of any difference for any subsequent month in subsequent separate actions, as said damages shall have been made more easily ascertainable by successive relettings and with Sublandlord not being liable for any failure to relet the Subleased Premises or any part thereof or for any failure to collect any rent due upon any such reletting or (ii) the positive difference between the present value of the sum of the monthly installments of Rent from and after the date of re-entry or termination through the end of the applicable Sublease Term and the present value of the fair market rental value of the Subleased Premises over the same period, which present value is based on a discount rate equal to the then-current average yield on Treasury bonds maturing at approximately the same time as the Sublease Expiration Date; and/or (7) recover all reasonable costs, damages, expenses and fees incurred by Sublandlord in connection with any of the foregoing (including reasonable brokerage fees in connection with any re-letting(s), court costs and expenses, including but not limited to reasonable attorneys’ feesfees and disbursements, incurred and any reasonable expense for putting and keeping the Subleased Premises in good order and for making alterations, repairs, replacements and decorations in and to the Subleased Premises and otherwise preparing them for re-letting(s)), which amounts shall be due and payable by Subtenant to Sublandlord on demand. Notwithstanding anything to the Lender contrary contained in collecting any sums due on this Note or Sublease, Sublandlord shall use reasonable efforts to re-let the Subleased Premises in otherwise enforcing any of the Lender's rights hereunderevent that Sublandlord terminates Subtenant’s right to possess the Subleased Premises. (c) No In the event that this Sublease is terminated and/or Subtenant’s right to possession of the Subleased Premises has terminated, Subtenant hereby waives: (i) any right to any notice to cure or remedy herein conferred upon vacate or to quit provided by any present or future laws; and (ii) any and all rights of redemption under any present or future laws. (d) Each of Sublandlord and Subtenant agrees to and does hereby waive trial by jury in any action, proceeding or counterclaim brought by either of them against the Lender is intended to be exclusive other in respect of any other right matters arising out of or remedy contained herein in any way connected with this Sublease, the relationship of sublandlord and subtenant, Subtenant’s use or existing at lawoccupancy of the Subleased Premises, in equityany claim of injury or damage, by statute or otherwiseany statutory remedy. Subtenant hereby represents and acknowledges that neither Sublandlord, and every such right nor any broker or remedy shall be cumulative and shall be in addition agent, has represented or otherwise indicated that Sublandlord under any circumstances whatsoever will not seek to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseenforce this waiver of jury trial.

Default Remedies. (a) A. If an Event Tenant defaults in fulfilling any of Default (the covenants of this Lease, other than an insolvency Event the covenants for the payment of Defaultrent, or in making any other payment herein provided, or if the leased premises become vacant or deserted, or if the leased premises are damaged by reason of negligence or carelessness of Tenant, its agents, employees, or invitees, then, in any one or more of such events, upon Landlord serving a written ten (10) has occurred and is continuing, business days’ notice upon Tenant specifying the Lender, by notice to the Company, may declare the Loan Amount nature of this Note and all accrued interest thereon to be immediately due and payablesaid default, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five the expiration of said ten (510) business days from days, if Tenant shall have failed to comply with or remedy such default, or if the Lender’s written request. In said default or omission complained of shall be of such a nature that the event the Company fails to pay all outstanding Amounts same cannot be completely cured or remedied within this five said ten (510) business day period, the interest rate on the unpaid and outstanding Loan Amount if Tenant shall not have diligently commenced curing such default within such ten (10) business day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, Landlord may serve a written three (3) day notice of cancellation of this Note shall be increased toLease upon Tenant, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from upon the expiration of said three (3) days, this Lease and the term hereunder shall end and expire as fully and completely as if the date of expiration of such three (3) day period were the date herein definitely fixed for the end and expiration of this Lease and the term thereof, and Tenant shall then quit and surrender the leased premises to Landlord, but Tenant shall remain liable as hereinafter provided. B. If the notice provided for in paragraph A hereof shall have been given, and the term shall expire as aforesaid; or (1) if Tenant shall fail to make any payment of the rent reserved herein or in making any other payment herein provided within fifteen (15) days of the date due on three (3) or more occasions during any lease year; or (2) if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the leased premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant; or (3) if Tenant shall become bankrupt or insolvent, or file any debtor proceedings or take or have taken against Tenant in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization of or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, or if Tenant makes an assignment for the benefit of creditors then, and in any of such events, Landlord may, upon five (5) business day period until such unpaid days written notice to Tenant, have the option to terminate this Lease, re-enter the leased premises either by force or otherwise, and outstanding Loan Amount dispossess Tenant and the legal representative of Tenant or other occupant of the leased premises, by summary proceedings or otherwise, and remove their effects and hold the leased premises as if this Lease had not been made, but Tenant shall remain liable hereunder as hereinafter provided, and Tenant hereby waives any required notice to quit. If Tenant shall make default hereunder prior to a date fixed as the commencement of any renewal or extension of this Note is repaid in full. If an insolvency Event of Default has occurredLease, Landlord may cancel and terminate such renewal or extension agreement by written notice, but Tenant shall remain liable as hereinafter provided. C. In the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part case of any Lender. Such declaration such default, re-entry, expiration, and/or dispossess by summary proceedings or otherwise, (a) the fixed rent and all other payments shall become due thereupon and be paid to the time of acceleration such re-entry, dispossess, and/or expiration, together with such expenses as Landlord may be rescinded and past defaults may be waived by incur for legal expenses, attorney’s fees, brokerage, and/or putting the Lender. leased premises in good order, or for preparing the same for re-rental; (b) No course Landlord may relet the leased premises or any part or parts thereof, either in the name of dealing Landlord or delay otherwise, for a term or failure on terms, which may, at Landlord’s option, be less than or exceed the part period which would otherwise have constituted the balance of the Lender term of this Lease, and may grant concessions or free rent; and\or (c) Tenant or the legal representative of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to exercise observe and perform said Tenant’s covenants herein contained, any right under deficiency between rent and additional rents hereby reserved and/or covenants to be paid and the net amount, if any, of the rents collected or to be collected on account of the lease or leases of the leased premises for each month of the period which would otherwise have constituted the balance of the term of this Section Lease. Landlord shall operate as a waiver use commercially reasonable efforts to relet the leased premises; provided, however, the failure of Landlord to relet the leased premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such right or otherwise prejudice the Lender’s rightsdamages, powers and remedies. The Company will pay or reimburse the Lender, there shall be added to the extent permitted by lawsaid deficiency such expenses as Landlord may incur in connection with reletting, for all reasonable costs and such as legal expenses, including but not limited to reasonable attorneys’ fees, incurred brokerage, and expenses for keeping the leased premises in good order or for preparing the same for reletting. Any such damages shall be paid in monthly installments by Tenant on the Lender rent days specified in collecting this Lease, and any sums due on this Note suit brought to collect the amount of the deficiency for any month or months shall not prejudice in any way the right of Landlord to collect the deficiency for any subsequent month or months by a similar proceeding. In lieu thereof, Landlord may immediately accelerate such deficiency for the entire balance of the term. Landlord at Landlord’s option, may make such alterations, repairs, replacements, and/or decorations in the leased premises as Landlord in Landlord’s sole judgment considers advisable and necessary for the purpose of reletting the leased premises; and the making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to relet the leased premises, or in otherwise enforcing the event that the leased premises are relet, for failure to collect the rent thereof under such reletting. Any such action may be an action for the full amount of all rents and damages suffered or to be suffered by Landlord. In the event of a breach or threatened breach by Tenant of any of the Lender's rights hereunder. (c) No covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or remedy in equity as if re-entry, summary proceedings, and other remedies were not herein conferred upon the Lender is intended to be exclusive provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other right remedy in law or remedy contained herein or existing at law, in equity. The foregoing remedies and rights of Landlord are cumulative. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant’s being evicted or dispossessed for any cause, or in the event of Landlord’s obtaining possession of the leased premises by statute or otherwisereason of the violation by Tenant of the covenants and conditions of this Lease, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event In the event that Buyer shall breach this Agreements by failure to pay the sums required herein, and Seller shall not have breached any of Default (other than an insolvency Event of Default) has occurred and is continuingits representations, warranties, covenants or obligations, the LenderSeller, by upon 5 days written notice to Buyer, shall have the Companyright to terminate this Agreement, seek specific enforcement, damages or such other relief as it may elect, including to declare the Loan Amount of this Note and all accrued interest thereon to be entire unpaid balance immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the above, and upon shall have the right and option to bring any such declarationaction at law or equity to enforce the terms of this Agreement, such Loan Amount and accrued interest shall thereupon become due and payable immediately seek restitution or damages, if said sum is not paid within five (5) business days from the Lender’s written requestof Buyer's receipt of a notice to that effect sent by Seller. In the event that either party shall otherwise substantially fail to comply with the Company fails to pay all outstanding Amounts within this five (5) business day periodterms, the interest rate on the unpaid and outstanding Loan Amount conditions, warranties, or representations of this Note Agreement, excluding the timely payment of sums as referred to in the paragraph immediately above, and said failure to comply is not cured within thirty (30) days of written notice by one party to the other setting forth said failure to comply, or if either party shall be increased toadjudicated bankrupt or if any proceeding against either seeking any reorganization, arrangement, liquidation, dissolution, or other similar relief under the present or any future federal bankruptcy code shall remain undismissed or unstayed for an aggregate of sixty (60) days after the commencement thereof; or if any Trustee receiver or liquidator of either party shall be appointed without consent or acquiescence of that party, or such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days, then in such event, a default may be declared by the party not in breach etc., in written notice to the other, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (non-breaching party may declare the "Default Rate") from the expiration of the five (5) business day period until such entire unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become balance due hereunder immediately due and payable without any declaration payable, retake possession of all property transferred by this Agreement, or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing one or delay or failure on the part more of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseabove, and every such shall have the right and option to bring an action at law or remedy shall be cumulative equity to enforce the terms of this Agreement, and shall be in addition to every other such right or remedy contained herein seek restitution, damages and therein or now or hereafter existing at law, in equity, by statute or otherwisespecific performance.

Default Remedies. (a) A. If an Event Tenant defaults in fulfilling any of Default (the covenants of this Lease, other than an insolvency Event the covenants for the payment of Defaultrent, or in making any other payment herein provided, or if the leased premises become vacant or deserted, or if the leased premises are damaged by reason of negligence or carelessness of Tenant, its agents, employees, or invitees, then, in any one or more of such events, upon Landlord serving a written ten (10) has occurred and is continuing, business days' notice upon Tenant specifying the Lender, by notice to the Company, may declare the Loan Amount nature of this Note and all accrued interest thereon to be immediately due and payablesaid default, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five the expiration of said ten (510) business days from days, if Tenant shall have failed to comply with or remedy such default, or if the Lender’s written request. In said default or omission complained of shall be of such a nature that the event the Company fails to pay all outstanding Amounts same cannot be completely cured or remedied within this five said ten (510) business day period, the interest rate on the unpaid and outstanding Loan Amount if Tenant shall not have diligently commenced curing such default within such ten (10) business day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, Landlord may serve a written three (3) day notice of cancellation of this Note shall be increased toLease upon Tenant, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from upon the expiration of said three (3) days, this Lease and the term hereunder shall end and expire as fully and completely as if the date of expiration of such three (3) day period were the date herein definitely fixed for the end and expiration of this Lease and the term thereof, and Tenant shall then quit and surrender the leased premises to Landlord, but Tenant shall remain liable as hereinafter provided. B. If the notice provided for in paragraph A hereof shall have been given, and the term shall expire as aforesaid; or (1) if Tenant shall fail to make any payment of the rent reserved herein or in making any other payment herein provided within fifteen (15) days of the date due on three (3) or more occasions during any lease year; or (2) if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the leased premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant; or (3) if Tenant shall become bankrupt or insolvent, or file any debtor proceedings or take or have taken against Tenant in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization of or for the appointment of a receiver or trustee of all or a portion of Tenant's property, or if Tenant makes an assignment for the benefit of creditors then, and in any of such events, Landlord may, upon five (5) business day period until such unpaid and outstanding Loan Amount of days written notice to Tenant, have the option to terminate this Note is repaid in full. If an insolvency Event of Default has occurredLease, re-enter the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived leased premises either by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute force or otherwise, and every dispossess Tenant and the legal representative of Tenant or other occupant of the leased premises, by summary proceedings or otherwise, and remove their effects and hold the leased premises as if this Lease had not been made, but Tenant shall remain liable hereunder as hereinafter provided, and Tenant hereby waives any required notice to quit. If Tenant shall make default hereunder prior to a date fixed as the commencement of any renewal or extension of this Lease, Landlord may cancel and terminate such renewal or extension agreement by written notice, but Tenant shall remain liable as hereinafter provided. C. In the case of any such default, re-entry , expiration, and/or dispossess by summary proceedings or otherwise, (a) the fixed rent and all other payments shall become due thereupon and be paid to the time of such re-entry, dispossess, and/or expiration, together with such expenses as Landlord may incur for legal expenses, attorney's fees, brokerage, and/or putting the leased premises in good order, or for preparing the same for re-rental; (b) Landlord may relet the leased premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms, which may, at Landlord's option, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease, and may grant concessions or free rent; and\or (c) Tenant or the legal representative of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform said Tenant's covenants herein contained, any deficiency between rent and additional rents hereby reserved and/or covenants to be paid and the net amount, if any, of the rents collected or to be collected on account of the lease or leases of the leased premises for each month of the period which would otherwise have constituted the balance of the term of this Lease. Landlord shall use commercially reasonable efforts to relet the leased premises; provided, however, the failure of Landlord to relet the leased premises or any part or parts thereof shall not release or affect Tenant's liability for damages. In computing such damages, there shall be added to the said deficiency such expenses as Landlord may incur in connection with reletting, such as legal expenses, attorneys' fees, brokerage, and expenses for keeping the leased premises in good order or for preparing the same for reletting. Any such damages shall be paid in monthly installments by Tenant on the rent days specified in this Lease, and any suit brought to collect the amount of the deficiency for any month or months shall not prejudice in any way the right of Landlord to collect the deficiency for any subsequent month or months by a similar proceeding. In lieu thereof, Landlord may immediately accelerate such deficiency for the entire balance of the term. Landlord at Landlord's option, may make such alterations, repairs, replacements, and/or decorations in the leased premises as Landlord in Landlord's sole judgment considers advisable and necessary for the purpose of reletting the leased premises; and the making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to relet the leased premises, or in the event that the leased premises are relet, for failure to collect the rent thereof under such reletting. Any such action may be an action for the full amount of all rents and damages suffered or to be suffered by Landlord. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings, and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall be cumulative and shall be not preclude Landlord from any other remedy in addition to every other such right law or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.. The foregoing remedies and rights of Landlord are

Default Remedies. A. Any of the following shall be a “Default” under this Lease: (ai) Tenant fails to pay the rent or any other sums payable by Tenant under this Lease, and the failure continues for a period of 10 days after the due date, (ii) Tenant fails to perform any other obligations under this Lease and the failure continues for 30 days after written notice from Landlord, or for a longer period of time if 30 days is not sufficient time to repair, remedy or correct the obligation breached, or (iii) Tenant becomes bankrupt or insolvent or files or has filed against it a petition in bankruptcy or for reorganization or arrangement or other relief under the National Bankruptcy Act or makes an assignment for the benefit of creditors. B. Upon the occurrence of a Default, Landlord may re-enter the Premises, with or without terminating this Lease. If Landlord at any time terminates this Lease for any default, then, in addition to any other remedy it may have, it may recover from Tenant all damages it may incur by reason of the default, including the cost of recovering the Premises and the value at the time of termination of the excess, if any, of the amount of rent and charges reserved in this Lease for the remainder of the Term over the then reasonable rental value of the Premises for the remainder of the Term, both figures being discounted to present value. Alternatively, Landlord may elect to keep this Lease in effect and recover monthly from Tenant an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice amount equal to the Companyrent and other charges due less the amount, if any, of any rental which Landlord may receive by reletting the Premises. Landlord shall use commercially reasonable efforts to mitigate any damages from a Default. C. If Tenant shall fail to make any payment or perform any act required to be made or performed under this Lease, Landlord without waiving or releasing any obligation or default, may declare the Loan Amount of this Note and all accrued interest thereon to (but shall be immediately due and payableunder no obligation to), at any time, and upon any reasonable notice to and opportunity to cure by Tenant, make the payment or perform the act for the account and at the expense of Tenant, and may enter upon the Premises for the purpose and take all action as may be necessary to correct Tenant’s breach. No such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note entry shall be increased to, deemed an eviction of Tenant. All sums to paid by Landlord and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesexpenses (including, including but not limited to to, actual and reasonable attorneys’ fees, fees and expenses) so incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative constitute additional rent and shall be in addition paid by Tenant to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseLandlord on demand.

Default Remedies. Upon the failure of Mortgagor (aafter notice to Mortgagor and expiration of any applicable cure period pursuant to the Loan Agreement) If an Event to pay any of Default the taxes, assessments, debts, liens or other charges as the same become due and payable, or to insure the Mortgaged Premises as required under the Loan Agreement, or to perform any of Mortgagor's covenants and agreements herein, Mortgagee is hereby authorized, at its option, to insure the Mortgaged Premises, or any part thereof, and pay the costs of such insurance and to pay such taxes, assessments, debts, liens or other charges herein described, or any part thereof, and to remedy Mortgagor's failure to perform hereunder and pay the costs associa▇▇▇ ▇▇▇▇▇with, and Mortgagor hereby agrees to refund on demand all sum or sums so pai▇, ▇▇▇▇ ▇nterest thereon at the default rate under the Note; and any such sum or sums so paid together with interest thereon shall become a part of the indebtedness hereby secured; provided, however, that the retention of a lien hereunder for any sum so paid shall not be a waiver of subrogation or substitution which Mortgagee might otherwise have. In the event of the failure of Mortgagor to pay any of the taxes, assessments, debts, liens or other charges herein described as the same become due and payable (other than an insolvency Event provided, however, Mortgagor shall have the right to contest any such charges in good faith by appropriate proceedings and thereby not be in default) or to keep the Mortgaged Premises insured in the manner and time herein provided, or the failure to deliver renewal policies in the manner and time herein provided, or if any installment of Default) has occurred and principal or interest is continuingnot paid at or within the time required by the terms of the Note, or the failure to do any of the things herein agreed to be done, or on the breach of any of the terms of the Note, the LenderLoan Agreement, by notice the Loan documents (as defined in the Loan Agreement), this Mortgage or any other instrument securing or evidencing the indebtedness hereby secured, beyond any applicable grace period contained therein, including, without limitation, all agreements between Mortgagee and the Mortgagor which give rise to Hedging Obligations (as defined in the CompanyLoan Agreement), then, in any of such events, whether Mortgagee has paid any of the taxes, liens or other charges, or procured the insurance, or remedied Mortgagor's failure to perform, all as above mentioned, or not, Mortgagor shall be in default hereunder. In the event of default, ▇▇▇▇▇ ▇▇▇licable cure period, Mortgagee may either (1) declare the Loan Amount principal of this Note the Note, all interest accrued thereon and all accrued interest thereon other sums hereby secured, without deduction and without notice, to be immediately due and payable, and upon Mortgagee will be entitled to foreclose this Mortgage by judicial proceeding, or (2) after any such declarationnotice to Mortgagor and Mortgagor required by the Oklahoma Power of Sale Mortgage Foreclosure Act, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from declare the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration principal of the five (5) business day period until such unpaid Note, all interest accrued thereon and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredall other sums hereby secured, the Loan Amount of this Note and accrued Interest thereon will become without deduction, to be immediately due and payable without any declaration or any act on payable, and Mortgagee will be entitled to foreclose this Mortgage by power of sale pursuant to the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part provisions of the Lender Oklahoma Power of Sale Mortgage Foreclosure Act. Mortgagor hereby confers upon Mortgagee and grants to Mortgagee the power to sell the Mortgaged Premises. On default, Mortgagee will be entitled to exercise any right under all further and additional remedies as might now or hereafter be accorded to Mortgagee at law or in equity. Whether Mortgagee elects to foreclose this Section shall operate as a waiver Mortgage by judicial proceeding or by power of such right or otherwise prejudice the Lender’s rightssale, powers and remedies. The Company will pay or reimburse the LenderMortgagee shall, immediately on default, be entitled to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any possession of the Lender's rights hereunder. (c) No right or remedy herein conferred upon Mortgaged Premises and the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawrents and profits thereof, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be entitled to have a receiver appointed to take possession of the Mortgaged Premises without notice, which notice Mortgagor hereby waives, notwithstanding anything contained in addition to every other such right this Mortgage or remedy contained herein and therein or now any law heretofore or hereafter existing at law, in equity, by statute or otherwiseenacted.

Default Remedies. If (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, Rentee shall default in the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part payment of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. rent or in making any other payment hereunder when due, or (b) No course Rentee shall default in the payment when due of dealing any indebtedness of Rentee to Lessor arising independently of this rental agreement, or delay (c) Rentee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Rentee by Lessor, or failure on (d) Rentee becomes insolvent or makes an assignment for the benefit of creditors, or (e) Rentee applies for or consents to the appointment of a receiver, trustee or liquidator of Rentee or of all or a substantial part of the Lender to exercise assets of Rentee under the Bankruptcy Act, or any right amendment thereto (including, without limitation, a petition for reorganization, arrangement or extension) or under this Section shall operate as a waiver any other insolvency law or law providing for the relief of such right or otherwise prejudice the Lender’s rightsdebtors, powers then, if and remedies. The Company will pay or reimburse the Lender, to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies. a. To declare the entire amount of rent hereunder immediately due and payable as to any or all items of the equipment, without notice or demand to Rentee. b. To sue for and recover all reasonable costs rentals, and expensesother payments, including but the accrued or thereafter accruing, with respect to any or all items of the equipment. c. To take possession of any or all items of the equipment without demand, notice or legal process, wherever they may be located. Rentee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not limited constitute a termination of this rental agreement as to reasonable attorneys’ fees, incurred by the Lender any or all items of equipment unless Lessor expressly so notifies Rentee in collecting writing. d. To terminate this Rental Agreement as to any sums due on this Note or all items of equipment. e. To pursue any other remedy at law or in otherwise enforcing equality.Notwithstanding any said repossession, or any other action which Lessor may take, Rentee shall be and remain liable for the full performance of all obligations on the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended part of Rentee to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseperformed under this Rental Agreement. All such remedies are cumulative, and every such right may be exercised concurrently or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.separately

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingshall occur, at the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration election of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredLenders, the Loan Amount of this Note and accrued Interest thereon will all Obligations shall become immediately due and payable upon written notice or demand (except that no written notice or demand shall be required in the case of an Event of Default under Sections 8.1(e) or 8.1(g) above). The Administrative Agent is hereby authorized, at its election and at the direction of the Lenders, after an Event of Default, without any declaration further demand or notice except to such extent as notice may be required by applicable law, to take possession and/or sell or otherwise dispose of all or any act on of the part Collateral at public or private sale; and the Administrative Agent and Lenders may also exercise any and all other rights and remedies of any Lendera secured party under the Code or which are otherwise accorded to them by applicable law, all as the Lenders may determine. Such declaration If notice of acceleration may be rescinded and past defaults may be waived a sale or other action by the Lender. Administrative Agent is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, each Obligor agrees that five (b5) No course days' written notice to such Obligor, or the shortest period of dealing or delay or failure on the part of the Lender to exercise any right under this Section written notice permitted by such law, whichever is larger, shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers be sufficient notice; and remedies. The Company will pay or reimburse the Lender, that to the extent permitted by law, for all reasonable costs the Administrative Agent and expensesthe Lenders, including but not limited to reasonable attorneys’ feestheir officers, incurred by the Lender in collecting attorneys and agents may bid and become purchasers at any sums due on this Note or in otherwise enforcing such sale, if public, and may purchase at any private sale any of the LenderCollateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which each Obligor hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Obligors to the Lenders and the Administrative Agent shall be returned to the Obligors or to such other party as may be legally entitled thereto; and if there is a deficiency, the Obligors shall be responsible for the same, with interest, to the extent permitted by applicable law. Upon demand by the Administrative Agent, each Obligor shall assemble the Collateral and make it available to the Administrative Agent at a place designated by the Administrative Agent which is reasonably convenient to the Administrative Agent and such Obligor. Each Obligor hereby acknowledges that the Lenders have extended credit and other financial accommodations to the Obligors upon reliance of such Obligor's granting the Administrative Agent and the Lenders the rights hereunder. (c) No and remedies contained in this Agreement including, without limitation, the right or remedy herein conferred to take immediate possession of the Collateral upon the Lender is intended occurrence of an Event of Default and each Obligor hereby acknowledges that the Administrative Agent and the Lenders are entitled to be exclusive equitable and injunctive relief to enforce any of their rights and remedies hereunder or under the Code and each Obligor hereby waives any other right defense to such equitable or remedy contained herein injunctive relief based upon any allegation of the absence of irreparable harm to the Administrative Agent or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseLenders.

Default Remedies. Upon and after an Event of Default, Lender shall have and may exercise the following rights and remedies, which individual remedies shall not be exclusive and which individual remedies shall be cumulative and in addition to each and every other remedy set forth herein and in the Loan Documents and the other agreements and documents executed in connection with the transactions contemplated hereby: (a) If an Event of Default The right to (other than an insolvency Event of Defaulti) has occurred and is continuing, accelerate the Lender, by notice to entire outstanding principal balance together with all accrued but unpaid interest on the Company, may declare Indebtedness (specifically including the Loan Amount of this Note Note) and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become other sums due and payable immediately within five by Borrower to Lender without demand, presentment, notice of dishonor, notice of intent to demand or accelerate payment, diligence in collection, grace, notice and protest or legal process of any kind, all of which Borrower hereby expressly waives, (5ii) business days from the Lender’s written request. In the event the Company fails terminate its commitment to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased tolend hereunder, and this Note shall bear interest at(iii) immediately, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration without any period of grace, enforce payment of the five (5) business day period until such unpaid Indebtedness by exercising any and outstanding Loan Amount all of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderrights granted herein. (b) No course of dealing Lender may, at its option, without notice or delay or failure on the part demand, take immediate possession of the Collateral, and for that purpose Lender to exercise may, so far as Borrower can give authority therefor, enter upon any right premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of Lender under this Section shall operate as Agreement. Borrower will, upon demand, make the Collateral available to Lender at a waiver place and time designated by Lender. Lender may collect and receive all income and proceeds in respect to the Collateral and may apply the Collateral and any and all income and proceeds in respect of such right the Collateral to the payment of all obligations of Borrower to Lender. (c) Lender may sell, lease or otherwise prejudice dispose of the Lender’s rightsCollateral (or any portion thereof) at a public or private sale or sales, powers with or without express or implied warranties (including without limitation the warranty of merchantability), in lots or in bulk, for cash or on credit, with or without having the Collateral at the place of sale, and remedies. The Company will pay or reimburse the Lenderupon terms and in such manner as Lender may determine in accordance with applicable Law, and Lender may purchase any Collateral at any such sale to the extent permitted by applicable law, for all including the Uniform Commercial Code. The requirement of reasonable costs notice to Borrower of the time and expensesplace of any public sale of the Collateral or of the time after which any private sale either by Lender or at its option, through a broker, or any other intended disposition thereof is to be made, shall be met if such notice is mailed, postage prepaid, to Borrower at the address of Borrower designated herein at least ten (10) days before the date of any public sale or at least ten (10) days before the time after which any private sale or other disposition is to be made. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Upon any such sale or sales the Collateral so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including but not limited any equity of redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by Borrower. In the event any consent, approval or authorization of any governmental agency will be necessary to reasonable attorneys’ feeseffectuate any such sale or sales, incurred by the Borrower shall execute all such applications or other instruments as may be required. (d) Prior to any disposition of Collateral pursuant to this Agreement, Lender in collecting any sums due on this Note or in otherwise enforcing may, at its option, cause any of the Lender's rights hereunderCollateral to be repaired or reconditioned in such manner and to such extent as to make it saleable, and any reasonable sums expended therefor by Lender shall be repaid by Borrower and become part of the Indebtedness. (ce) No right In addition to the remedies provided for herein or remedy herein conferred upon the otherwise available to Lender, Lender is intended hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use in any name, trade secrets, trade styles, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower's rights under all licenses and franchise agreements shall inure to Lender's benefit. (f) The right (without implying Lender did not have this right prior to an occurrence of an Event of Default) to contact Account Debtors of Borrower and demand that payment on any Receivables be exclusive made directly to Lender. (g) The right to appoint or seek appointment of a receiver, custodian or trustee of Borrower or any of its assets pursuant to court order and Borrower hereby consents to such appointment and will not oppose Lender's efforts to obtain the same. (h) Any and all rights and remedies afforded by the Laws of any other applicable jurisdiction, the Loan Documents or as otherwise afforded by any Laws or equity including the right or remedy contained herein or existing at lawof a secured party under the Uniform Commercial Code in the applicable jurisdiction. (i) The right to use and/or operate the Collateral wherever it may be located, including, without limitation, as permitted under the Uniform Commercial Code as enacted in equity, by statute or otherwise, all applicable jurisdictions. (j) Any rights of setoff that Lender may have under applicable Law against each and every such right account and other property, Collateral or remedy shall be cumulative and shall be other asset of Borrower or any Guarantor in addition to every other such right the possession or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseunder the control of Lender.

Default Remedies. (a) If an Event of a Default (other than an insolvency Event of Default) has occurred and is continuingshall have occurred, the Lenderthis Mortgage may, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs be enforced, and expensesthe Mortgagee may exercise any right, including but not limited power or remedy permitted to reasonable attorneys’ feesit hereunder, incurred by under the Lender in collecting any sums due on this Note Indenture or in otherwise enforcing under any of the Lender's other Debt Instruments or by law, and, without limiting the generality of the foregoing, the Mortgagee may, personally or by its agents, to the maximum extent permitted by law: (i) enter into and take possession of the Mortgage Estate or any part thereof, exclude the Mortgagor and all persons claiming under the Mortgagor whose claims are junior to this Mortgage, wholly or partly therefrom, and use, operate, manage and control the same either in the name of the Mortgagor or otherwise as the Mortgagee shall deem best, and upon such entry, from time to time at the expense of the Mortgagor and the Mortgage Estate, make all such repairs, replacements, alterations, additions or improvements to the Mortgage Estate or any part thereof as the Mortgagee may deem proper and, whether or not the Mortgagee has so entered and taken possession of the Mortgage Estate or any part thereof, collect and receive all Rents and apply the same to the payment of all expenses that the Mortgagee may be authorized to make under this Mortgage, the remainder to be applied to the payment of the Obligations until the same shall have been repaid in full; if the Mortgagee demands or attempts to take possession of the Mortgage Estate or any portion thereof in the exercise of any rights hereunder., the Mortgagor shall promptly turn over and deliver complete possession thereof to the Mortgagee; and (cii) No right personally or remedy herein conferred upon by agents, with or without entry, if the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy Mortgagee shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.deem it advisable:

Default Remedies. If (a) If Lessee shall default in the payment of any rent or in making any other payment hereunder when due, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to Lessor arising independently of this lease, or (c) Lessee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Lessee by Lessor, or (d) ▇▇▇▇▇▇ becomes insolvent or makes an Event assignment for the benefit of Default creditors, or (other than an insolvency Event of Defaulte) has occurred and is continuing, the Lender, by notice Lessee applies for or consents to the Companyappointment of a receiver, may trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies. (a) To declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become rent hereunder immediately due and payable as to any or all items of the equipment, without any declaration notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdemand to Lessee. (b) No course of dealing To sue for and recover all rents, and other payments, then accrued or delay thereafter accruing, with respect to any or failure on the part all items of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderequipment. (c) No right To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing. (d) To terminate this lease as to any or all items of equipment. (e) To pursue any other remedy herein conferred upon at law or in equality. Notwithstanding any said repossession or any other action which Lessor may take, Lessee shall be and remain liable for the Lender is intended full performance of all obligations on the part of Lessee to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseperformed under this Lease. All such remedies are cumulative, and every such right may be exercised concurrently or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseseparately.

Default Remedies. (a) If Tenant shall be in default under this Lease upon the occurrence of any one or more of the following events or occurrences (an Event of Default (other than an insolvency "Event of Default"): (i) has occurred Landlord does not actually receive any payment of the full amount of the Minimum Rent or additional rent or other rent or other payment or reimbursement due hereunder within ten (10) days after notice of non-payment thereof; (ii) Tenant fails to fully and is continuing, timely observe or perform any of the Lender, by terms or covenants of this Lease other than those referred to in the foregoing Paragraph 25(a)(i) within thirty (30) days after Landlord gives notice to Tenant specifying the Companynature of such failure; or (iii) The filing or execution or occurrence of: (aa) a petition by or against Tenant in bankruptcy or seeking any reorganization, may declare arrangement, composition, readjustment, liquidation, dissolution or similar relief under any provision of law, (bb) adjudication of Tenant as a bankrupt or insolvent, (cc) an assignment by Tenant for the Loan Amount benefit of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendercreditors. (b) No course Upon the occurrence of dealing one or delay or failure more of the aforesaid Events of Default set forth in Paragraph 25(a), , and the elapse of the grace period, if any, set forth herein, Landlord may, at Landlord's option, after ten (10) days notice: (i) Terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the part date specified in such notice of termination, which date shall be ten (10) days after such notice of termination, with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the Lender to exercise any right Term, and all rights of Tenant under this Section Lease and in and to the Premises shall operate as a waiver expire and terminate, and Tenant shall remain liable for all obligations under this Lease arising up to the date of such right termination, and Tenant shall surrender the Premises to Landlord on the date specified in such notice; or (ii) Terminate this Lease as provided in Paragraph 25(b)(i) hereof and recover from Tenant a judgement in the aggregate amount of all damages Landlord may incur by reason of Tenant's default, including, without limitation, a sum which, at the date of such termination, represents the then value of the excess, if any, of (aa) the Minimum Rent, Taxes and all other sums which would have been payable hereunder by Tenant for the period commencing with the day following the date of such termination and ending with the date hereinbefore set for the expiration of the then Term hereby granted, provided that such judgement shall, by its terms, be payable monthly over what would otherwise have been the remaining term of this Lease. Landlord shall be required to mitigate its damages and to offset any amount due under such judgement by the net amount received by Landlord from any replacement tenant; or (iii) Perform any covenant or otherwise prejudice the Lender’s rightsagreement required to be performed by Tenant under this Lease but which Tenant has failed to perform, powers and remediesprovided Landlord has first given notice to Tenant of its intention to do so. The Company will pay Any costs incurred by Landlord in performing such covenant or reimburse the Lender, agreement shall be reimbursed within 15 days after notice thereof; or (iv) Draw an amount equal to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by unpaid sum which is the Lender in collecting any sums due on this Note or in otherwise enforcing any subject of the Lender's rights hereunderEvent of Default from the escrow deposit or letter of credit, as applicable, established in accordance with Section 51 hereof. (c) No right or remedy herein conferred upon Neither the Lender is intended to be exclusive commencement of any other right action or remedy contained herein proceeding, nor the settlement thereof, nor the entry of judgment thereon shall bar Landlord from bringing subsequent actions or existing at lawproceedings from time to time, nor shall the failure to include in equity, by statute any action or otherwise, and every proceeding any sum or sums then due be a bar to the maintenance of any subsequent actions or proceedings for the recovery of such right sum or remedy sums so omitted. (d) The prevailing party in any litigation shall be cumulative entitled to receive from the other party all costs, expenses and shall attorneys' fees that may be incurred or paid by such prevailing party in addition to every other connection with such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiselitigation.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event of breach of this Grant Agreement the Company fails Parties shall have the following remedies: a. Termination under this Grant Agreement shall be without prejudice to pay all outstanding Amounts within any obligations or liabilities of either Party already reasonably incurred prior to such termination. i. Grantee may not incur obligations or liabilities after ▇▇▇▇▇▇▇ receives written notice of termination. ii. Additionally, neither Party shall be liable for any indirect, incidental, consequential or special damages under this five (5) business day periodGrant Agreement or for any damages of any sort arising solely from the termination of this Grant Agreement in accordance with its terms. b. If this Grant Agreement is terminated by the City due to a breach by the Grantee, the interest rate on the unpaid and outstanding Loan Amount City may pursue any remedies available at law or in equity. i. Such remedies may include, but are not limited to, termination of this Note Grant Agreement, return of all or a portion of funded amount, payment of interest earned on this funded amount, and declaration of ineligibility for the receipt of future grant/contract awards. c. If amounts previously paid to Grantee exceed the amount due to Grantee under this Grant Agreement, Grantee shall repay any excess to City upon demand. d. Neither the City nor Grantee shall be increased toheld responsible for delay or default caused by fire, and this Note shall bear interest atcivil unrest, a monthly rate equal to one and a half percent (1.5%) government declared public health emergency, labor unrest, riot, acts of God, or to the maximum rate permitted by law (the "Default Rate") from the expiration war where such cause was beyond reasonable control of the five (5) business day period until City or Grantee, respectively; however, Grantee shall make all reasonable efforts to remove or eliminate such unpaid a cause of delay or default and outstanding Loan Amount shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Agreement. For any delay in performance as a result of the events described in this subparagraph, Grantee may be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Grant Agreement, but only upon City approval. e. The passage of this Note is repaid Grant Agreement expiration date shall not extinguish or prejudice City’s or ▇▇▇▇▇▇▇’s right to enforce this Grant Agreement with respect to any default or defect in full. If an insolvency Event of Default performance that has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendernot been cured. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lenderf. City’s rights, powers and remedies. The Company will pay or reimburse the Lender, remedies are cumulative to the extent permitted by lawthe remedies are not inconsistent, for all reasonable costs and expensesthe City may pursue any remedy or remedies singly, including but not limited to reasonable attorneys’ feescollectively, incurred by the Lender in collecting any sums due on this Note successively or in otherwise enforcing any of the Lender's rights hereunderorder whatsoever. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. If (a) If an Event Lessee shall default in the payment of Default any rent or in making any other payment hereunder when due, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to Lessor arising independently of this lease, or (c) Lessee shall default in the performance of any other than an covenant herein and such default shall continue for five days after written notice hereof to Lessee by Lessor, in appointment of a receiver, trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency Event law or law providing for the relief of Default) has occurred debtors, then, if and is continuing, the Lender, by notice to the Companyextent permitted by applicable law. Lessor shall have the right to under any other insolvency law or law providing for the relief of debtors, may then, if and to the extent permitted by applicable law. Lessor shall have the right to exercise any one or more of the following remedies. (a) To declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become rent hereunder immediately due and payable as to any or all items of the equipment, without any declaration notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdemand to Lessee. (b) No course of dealing To sue for and recover all rents, and other payments, then accrued or delay thereafter accruing, with respect to any or failure on the part all items of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderequipment. (c) No right To take possession of any or all items of the equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this lease as to any or all items of equipment unless Lessor expressly so notifies Lessee in writing. (d) To terminate this lease as to any or all items of equipment. (e) To pursue any other remedy herein conferred upon at law or in equality. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the Lender is intended full performance of all obligations on the part of Lessee to be exclusive of any other right or remedy contained herein or existing at lawperformed under this Lease, in equity, by statute or otherwisethe policy, and every the hydrant use policy. All such right remedies are cumulative, and may be exercised concurrently or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseseparately.

Default Remedies. (a) If an Event A. Either party may terminate this Agreement upon the other party's failure to comply with any term or condition of Default (other than an insolvency Event this Agreement, as long as the terminating party is not in default of Default) has occurred and is continuingany term or condition of this Agreement at the time of termination. To effect termination, the Lenderterminating party shall provide the defaulting party with a written "Notice of Termination" stating its intent to terminate and describing all terms and conditions with which the defaulting party has failed to comply. If the defaulting party has not remedied its default within thirty (30) days after receiving the Notice of Termination, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest Agreement shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestautomatically terminate. In addition, the event initiation, either by Firm or against Firm, of proceedings in bankruptcy, or other proceedings for relief under any law for the Company fails relief of debtors, or Firm becoming insolvent, admitting in writing its inability to pay all outstanding Amounts within its debts as they mature or making an assignment for the benefit of creditors shall constitute a default by Firm entitling the District to terminate this five (5) business day periodAgreement as set forth above. The parties agree that this Agreement is an executory contract. If, after termination by the District, it is determined that the Firm was not in default, or that the default was excusable, the interest rate on rights and obligations of the unpaid and outstanding Loan Amount of this Note parties shall be increased to, the same as if the termination had been issued for the convenience of the District. The rights and remedies in this Note shall bear interest at, a monthly rate equal provision are in addition to one any other rights and a half percent (1.5%) or to the maximum rate permitted remedies provided by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of or this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be Agreement. B. Unless specifically waived by the LenderDistrict, the Firm’s failure to timely comply with any obligation in this Agreement shall be deemed a breach of this Agreement and the expenses and costs incurred by the District, including attorney fees and costs and attorney fees and costs on appeal, due to said breach shall be borne by the Firm. Additionally, the District shall not be limited by the above but may avail itself of any and all remedies under Florida law for any breach of this Agreement. (b) No course C. A waiver, at any time, by the District of dealing Firm's breach of, or delay or failure on the part default in, any of the Lender terms, provisions and obligations of this Agreement will not be construed to exercise any right under this Section shall operate as be a waiver of such right any other terms, provisions, and obligations hereof or otherwise prejudice the Lender’s rights, powers and remediesa waiver of any breach or default other than specifically waived. The Company District's failure at any time to compel a fulfillment of any one or more of the terms, provisions or obligations under this Agreement will pay or reimburse the Lender, not be construed to the extent permitted by law, for all reasonable costs and expenses, including but not limited be a waiver of District's right thereafter to reasonable attorneys’ fees, incurred enforce any such right. No waiver by the Lender District will be deemed to have been made unless expressed in collecting any sums due on this Note or in otherwise enforcing any of writing and signed by the Lender's rights hereunderDistrict. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, failure to complete Services or deliver Goods within the Lender, by notice to time or with the Company, may declare the Loan Amount of quality specified or guaranteed in this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. Agreement; (b) No course failure to comply with any provisions of dealing this Agreement including breach of any warranty or delay guarantee; or failure (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on the part account of the Lender Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to exercise any right under this Section shall operate as a waiver of such other right or otherwise prejudice remedy it may have at law or in equity: (i) terminate the Lenderrelationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s rightspremises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, powers and remediesrepair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. The Company Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay or reimburse the Lenderfor that portion of Services previously completed by Seller, subject to the extent permitted terms and provisions above. In addition to its other remedies, ▇▇▇▇▇ will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by lawSeller. As an alternative, for Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all reasonable costs and expenses, including but not limited to its reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseexpenses, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisecosts of litigation.

Default Remedies. If Subtenant shall fail to pay Fixed Rent on a timely basis, or any other payment of Subrent after five (a5) If days' notice, such event shall be an Event of Default (other than an insolvency Event of Default) has occurred and is continuinghereunder. In addition, the Lender, by notice notwithstanding anything to the Companycontrary in this Sublease, may declare if Subtenant defaults in performance of any other material obligation under this Sublease or commits any other material default under this Sublease, including the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration terms of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, ▇▇▇▇▇▇▇▇▇ to the extent permitted incorporated in this Sublease, then Subtenant shall remedy such default within the applicable cure period (if any) provided for in the ▇▇▇▇▇▇▇▇▇, as incorporated in this Sublease, which period shall automatically commence to run against Subtenant at the same time it commences to run against Sublandlord. If Subtenant fails to perform its obligations under this Sublease (including failure to pay Subrent or any obligation under the ▇▇▇▇▇▇▇▇▇ as incorporated by lawreference), then Sublandlord shall be entitled to exercise against Subtenant all remedies provided for all reasonable costs in the ▇▇▇▇▇▇▇▇▇ (as incorporated by reference) in the case of Sublandlord's default under the ▇▇▇▇▇▇▇▇▇, and expensesany other remedies available at law or in equity. To the extent that Subtenant's default under this Sublease causes Sublandlord to incur liability to Overlandlord or any Leasehold Mortgagee (as such term is defined in the ▇▇▇▇▇▇▇▇▇) (including any late fees, charges, or additional interest) or any loss, cost, damage or expense to Overlandlord, including but not limited payment of any holdover rent or other damages to Overlandlord (for the Premises or any part of it) if Subtenant fails to vacate all or any portion of the Premises at the end of the Term, Subtenant shall indemnify, defend, and hold harmless Sublandlord against all such liability, loss, cost, damage, and expense, including the payment of reasonable attorneys’ ' fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. Upon and after an Event of Default, Lender shall have and may exercise the following rights and remedies, which individual remedies shall not be exclusive and which individual remedies shall be cumulative and in addition to each and every other remedy set forth herein and in the Loan Documents and the other agreements and documents executed in connection with the transactions contemplated: (a) If an Event of Default The right to (other than an insolvency Event of Defaulti) has occurred and is continuing, accelerate the Lender, by notice to entire outstanding principal balance together with all accrued but unpaid interest on the Company, may declare the Loan Amount of this Note Indebtedness and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become other sums due and payable immediately within five by Borrower to Lender without demand, presentment, notice of dishonor, notice of intent to demand or accelerate payment, diligence in collection, grace, notice and protest or legal process of any kind, all of which Borrower hereby expressly waives, (5ii) business days from the Lender’s written request. In the event the Company fails terminate its commitment to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased tolend hereunder, and this Note shall bear interest at(iii) immediately, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration without any period of grace, enforce payment of the five (5) business day period until such unpaid Indebtedness by exercising any and outstanding Loan Amount all of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderrights granted herein. (b) No course In any jurisdiction where enforcement of dealing rights hereunder is sought, Lender shall have, in addition to all other rights and remedies provided for herein or delay otherwise available to it, the rights and remedies of a secured party under the Uniform Commercial Code, as amended, in the applicable jurisdiction (c) Lender may, at its option, without notice or failure demand, take immediate possession of the Collateral, and for that purpose Lender may, so far as Borrower can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of Lender under this Agreement. Borrower will, upon demand, make the Collateral available to Lender at a place and time designated by Lender which is reasonably convenient to Lender and Borrower. Lender may collect and receive all income and proceeds in respect to the Collateral and may apply the Collateral and any and all income and proceeds in respect of the Collateral to the payment of all obligations of Borrower to Lender. (d) Lender may sell, lease or otherwise dispose of the Collateral at a public or private sale or sales, in lots or in bulk, for cash or on credit, with or without having the Collateral at the place of sale, and upon terms and in such manner as Lender may determine in accordance with applicable Law, and Lender may purchase any Collateral at any such sale. The requirement of reasonable notice to Borrower of the time and place of any public sale of the Collateral or of the time after which any private sale either by Lender or at its option, through a broker, or any other intended disposition thereof is to be made, shall be met if such notice is mailed, postage prepaid, to Borrower at the address of Borrower designated herein at least ten (10) days before the date of any public sale or at least ten (10) days before the time after which any private sale or other disposition is to be made. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale without further notice, be made at the time and place to which it was so adjourned. Upon any such sale or sales the Collateral so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity of redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by Borrower. In the event any consent, approval or authorization of any governmental agency will be necessary to effectuate any such sale or sales, Borrower shall execute all such applications or other instruments as may be required. (e) Prior to any disposition of Collateral pursuant to this Agreement, Lender may, at its option, cause any of the Collateral to be repaired or reconditioned in such manner and to such extent as to make it saleable, and any reasonable sums expended therefor by Lender shall be repaid by Borrower and become part of the Lender Indebtedness. (f) In addition to exercise any right under this Section shall operate as a waiver of such right the remedies provided for herein or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the available to Lender, Lender is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use in any name, trade secrets, trade styles, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the extent Collateral, in completing production of advertising for sale and selling any Collateral, and Borrower's rights under all licenses and franchise agreements shall inure to Lender's benefit. Lender shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and Lender may purchase all or part of the Collateral at public or, if permitted by law, for all private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Indebtedness owing to Lender. The proceeds realized from the sale of any Collateral shall be applied first to the reasonable costs costs, expenses and expenses, including but not limited to reasonable attorneys’ fees, attorney's fees and expenses incurred by Lender for collection and acquisition, completion, protection, removal, storage, sale and delivery of the Lender in collecting any sums Collateral; second, to interest due on this Note or in otherwise enforcing upon any of the Lender's rights hereunderIndebtedness; third, to the principal balance owing on the Indebtedness; and the remainder, if any, to Borrower. If any deficiency shall arise, Borrower shall remain liable to Lender therefor. (cg) No The right to contact Account Debtors of Borrower and demand that payment on any Receivables be made directly to Lender, if Lender holds a first and superior lien on such Receivables. (h) The right to appoint or remedy herein conferred upon seek appointment of a receiver, custodian or trustee of Borrower or any of its assets pursuant to court order. (i) Exercise any and all rights and remedies afforded by the Lender is intended to be exclusive Laws of any other right applicable jurisdiction, the Loan Documents or remedy contained herein as otherwise afforded by any Laws or existing at law, in equity, by statute or otherwise, . (j) Exercise any rights of setoff that Lender may have under applicable Law against each and every such right account and other property, Collateral or remedy shall be cumulative and shall be other asset of Borrower in addition to every other such right the possession or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseunder the control of Lender.

Default Remedies. (a) If an Event The following events shall be deemed to be events of Default default by LICENSEE under this Agreement: (i) LICENSEE shall fail to pay the Fee or any other than an insolvency Event sum of Defaultmoney due hereunder and such failure shall continue for a period of ten (10) has occurred and is continuing, days after the Lender, by notice due date thereof; (ii) LICENSEE shall fail to the Company, may declare the Loan Amount comply with any provision of this Note Agreement not requiring the payment of money, all of which terms, provisions and all accrued interest thereon to covenants shall be immediately due and payabledeemed material, and upon such failure shall continue for a period of thirty (30) days after written notice of such default is delivered to LICENSEE; (iii) LICENSEE shall become insolvent or unable to pay its debts as they become due, or LICENSEE notifies RAILWAY that it anticipates either condition; (iv) LICENSEE takes any action to, or notifies RAILWAY that LICENSEE intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any State thereof; or a petition shall be filed against LICENSEE under any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five statute; or (5v) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note a receiver or trustee shall be increased toappointed for LICENSEE's license interest hereunder or for all or a substantial part of the assets of LICENSEE, and this Note shall bear interest at, a monthly rate equal to one and a half percent such receiver or trustee is not dismissed within sixty (1.5%60) or to the maximum rate permitted by law (the "Default Rate") from the expiration days of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderappointment. (b) No course Upon the occurrence of dealing any event or delay events of default by LICENSEE, whether enumerated in this paragraph 15 or failure not, RAILWAY shall have the option to pursue any remedies available to it at law or in equity without any additional notices to LICENSEE. RAILWAY's remedies shall include, but not be limited to, the following: (i) termination of this Agreement, in which event LICENSEE shall immediately surrender the Premises to RAILWAY; (ii) entry into or upon the Premises to do whatever LICENSEE is obligated to do under the terms of this License, in which event LICENSEE shall reimburse RAILWAY on the part of the Lender to exercise demand for any right expenses which RAILWAY may incur in effecting compliance with LICENSEE's obligations under this Section shall operate as a waiver License, but without rendering RAILWAY liable for any damages resulting to LICENSEE or the Facilities from such action; and (iii) pursuit of such right all other remedies available to RAILWAY at law or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseincluding, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at lawwithout limitation, in equity, by statute or otherwiseinjunctive relief of all varieties.

Default Remedies. If any Event of Default shall occur and be continuing, the Lender may, by Notice to Borrower, (a) If an Event of Default (other than an insolvency Event of Default) has occurred exercise all rights and is continuing, the Lender, by notice remedies available to the CompanyLender hereunder and under the other Loan Documents and applicable law (which exercise may be determined in its sole discretion and which such exercise shall not [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, may MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. constitute an election of remedies), including enforcement of the security interests created thereby, (b) declare the Loan Amount of this Note Loans, all interest thereon and all accrued interest thereon other Obligations to be immediately due and payable, and upon any whereupon all such declaration, such Loan Amount and accrued interest amounts shall thereupon become immediately due and payable immediately within five payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower and (5c) business days from declare the Lender’s written request. In obligations of the Lender hereunder to be terminated, whereupon such obligations shall terminate; provided, however, that if any event of any kind referred to in clause (i) of the Company fails to pay all outstanding Amounts within this five (5) business day perioddefinition of “Event of Default” herein occurs, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration obligations of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredLender hereunder shall immediately terminate, the Loan Amount of this Note and accrued Interest thereon will all amounts payable hereunder by Borrower shall become immediately due and payable and the Lender shall be entitled to exercise rights and remedies under the Loan Documents and applicable law without any declaration diligence, presentment, demand of payment, protest or any act on the part notice of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. kind (b) No course of dealing or delay or failure on the part of the Lender to exercise including any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred notice by the Lender in collecting any sums due on this Note or in otherwise enforcing any of a declaration requiring prepayment of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Loans under Section 3.02(a), should Lender is intended so elect), all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy this Section 10.02 shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseeffective when sent.

Default Remedies. (a) If an Event Tenant defaults in the payment of Default (any Rent or other than an insolvency Event of Default) has occurred and is continuing, payment when due under the Lender, by notice to the Company, may declare the Loan Amount terms of this Note and all accrued interest thereon to be immediately due and payableLease, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five default in payment continues for a period of three (53) business days from the Lender’s after receipt by Tenant of written request. In notice thereof (Tenant hereby acknowledges that it shall be responsible for any late payment penalty provided for in ¶4.1 above that is incurred during or after such cure period), or in the event the Company fails to pay all outstanding Amounts within Tenant abandons or repudiates this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from Lease in writing before the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount Term, or commits any other act or omission constituting a breach of this Note Lease, and such breach continues for a period of thirty (30) days after receipt by Tenant of written notice thereof, or if there is repaid a receiver appointed to take possession of all or substantially all of Tenant’s Property or if there is a general assignment by Tenant for the benefit of creditors, or if Tenant, either voluntarily or involuntarily, files for protection under the United States Bankruptcy Act (except for an involuntary filing that Tenant causes to be lifted or withdrawn within sixty (60) days), all of which shall constitute breaches of this Lease by Tenant, then in full. If an insolvency Event of Default has occurredsuch event, the Loan Amount Landlord may at its sole and exclusive discretion: (a) Terminate this Lease, effective upon delivery of written notice to Tenant, at which time Tenant shall pay to Landlord, and Landlord shall be entitled to recover as liquidated damages, in order to cover the unknown costs and expenses associated with termination and re-letting of the Premises and because of the uncertainty of Landlord’s ability to find a new tenant(s), Landlord shall receive from Tenant, the then present value of the Monthly Base Rent and Additional Rent multiplied by six (6) months (which the parties hereto agree is a reasonable estimate or forecast of Landlord’s actual damages in such instance); and Landlord shall have the immediate right to re-entry and may remove all persons and property from the Premises, by summary legal process or otherwise; or (b) Elect to re-enter and retake possession of the Premises without terminating this Note Lease, in which case Tenant shall not be deemed released from its obligations to pay Rent hereunder (including both Base Rent and accrued Interest thereon will Additional Rent) reserved for the entire remainder of the stated Term which shall, at the Landlord’s option, be accelerated and become immediately due and payable without any declaration by Tenant to Landlord. In no event shall Landlord be required to postpone or any act on delay its lawsuit or action for damages or accelerated rent until the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by date when the Lender. Term would have expired or until such Rent would have become payable, had the Rent not been accelerated; provided however, that the option set forth in this subparagraph (b) No course shall not diminish in any respect Landlord’s duty to mitigate its damages resulting from any breach giving rise to Landlord’s exercise of dealing or delay or failure on the part this option; or (c) Elect to re-enter and retake possession of the Lender to exercise any right under Premises without terminating this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by lawLease, for all the account of Tenant, and Landlord shall make good faith efforts to re-let the Premises on as favorable terms, conditions and Rent as Landlord can reasonably obtain. In such case, Tenant shall be liable for Landlord’s reasonable costs incidental and expensesconsequential damages including but not limited to, the cost to re-let the Premises, including but not limited to the reasonable attorneys’ cost of remodeling and/or building out the Premises for new tenant(s), the reasonable costs of realtor, broker or other commissions paid in connection with such re-letting, all reasonable attorney’s fees and costs incurred in connection with removing Tenant and in collecting sums due Landlord from Tenant and in negotiating and drafting the new leases(s), and for any deficiency in rent to be received by Landlord as a result of any such re- letting of the Premises, in which event the rents received by Landlord from such re-letting shall be applied, first, to the payment of any costs and expenses Landlord incurs in regaining possession of the Premises from Tenant, including attorney’s fees, incurred second, to the payment of any costs and expenses of such re-letting including but not limited to brokerage fees, costs of such alterations and repairs as described above, and third, to the amount of rent and other charges payable by Tenant under the Lender terms of this Lease. Tenant shall be liable to Landlord for any resulting deficiency in collecting any sums due on this Note or in otherwise enforcing any rents received after application of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended foregoing costs, compared with rents to be exclusive received under the terms of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Lease.

Default Remedies. (a) If an any Event of Default (other than an insolvency Event of Default) has occurred a Stockholder Approval Default occurs and is continuing, the LenderLender may, by notice to the CompanyBorrower, may (i) declare the obligations of the Lender hereunder to be terminated, whereupon those obligations shall terminate; and (ii) declare all amounts payable hereunder or under the Loan Amount Documents by the Borrower that would otherwise be due after the date of this Note and all accrued interest thereon termination to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest whereupon all those amounts shall thereupon become immediately due and payable immediately within five (5payable, all without diligence, presentment, demand of payment, protest or notice of any kind, which are expressly waived by the Borrower; provided, however, that if any event of a kind referred to in Section 12.1(h) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5or Section 12.1(i) business day periodoccurs, the interest rate on obligations of the unpaid and outstanding Loan Amount of this Note Lender hereunder shall be increased toimmediately terminate, and this Note all amounts payable hereunder by the Borrower that would otherwise be due after the occurrence of that event shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration such notice or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be other formality waived by the LenderBorrower in this Section. (b) No course Immediately upon the occurrence of dealing or delay or failure on a Stockholder Approval Default, the part obligations of the Lender to exercise hereunder shall automatically terminate, and all amounts payable hereunder by the Borrower shall become immediately due and payable without any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, notice to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting Borrower or any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderother Person. (ci) No right or remedy herein conferred Immediately upon the occurrence of such Stockholder Approval Default, the Lender is intended shall be entitled to receive payment in cash equal to the Stockholder Default Balance. The “Stockholder Default Balance” shall be exclusive calculated as of the time of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative repayment and shall be equal to the greater of the (a) sum of (1) the outstanding principal balance of the Loan, plus (2) all accrued and unpaid interest thereon, each amount being calculated as of the date of any such repayment (such sum being referred to herein as the “Loan Repayment Amount”) and (b) the sum of (1) the Peak Equity Amount (as defined below) plus (2) the Make Whole Amount (as defined below). If the Stockholder Default Balance is paid by the Borrower in addition more than one payment pursuant to every other such right or remedy contained herein and therein or now or hereafter existing at lawthe terms of this Section 12.2(b), the Loan Repayment Amount shall be reduced on a pro rata basis by any payments made by the Borrower in accordance with Section 12.2(b)(iii) below. If the Stockholder Default Balance shall not be paid in full, in equitycash, by statute or otherwisewithin 30 days of the Stockholder Approval Default, the Loan Repayment Amount shall thereafter bear interest at the Default Rate.

Default Remedies. If Lessee defaults in the payment of rent when due, or in the performance of any agreement, covenant or condition of this Lease, or abandons or vacates the demised premises prior to the end of the term of the Lease, then Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default or breach: (a) If an Event accelerate the rent for the term which would remain hereunder but for the default of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableLessee, and upon terminate Lessee’s right to possession of the demised premises by any such declarationlawful means, such Loan Amount in which case this Lease shall terminate and accrued interest Lessee shall thereupon become due and payable immediately within five (5) business days from surrender possession of the Lender’s written requestdemised premises to Lessor. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodsuch event, the interest rate on the unpaid and outstanding Loan Amount of this Note Lessor shall be increased toentitled to recover from Lessee all damages incurred by Lessor by reason of Lessee’s default, and this Note shall bear interest atincluding, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to to, the cost of recovering possession of the demised premises, expenses of reletting, reasonable attorneys’ fees, incurred by any real estate commission actually paid, and any unpaid rent for the Lender in collecting any sums due on this Note or in otherwise enforcing any balance of the Lender's current term less the amount of rental actually received by Lessor; (b) maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the demised premises. In such event, Lessor shall be entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder.; (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of pursue any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing available to Lessor under the law. In the event of assignment for the benefit of his creditors or the adjudication of Lessee in bankruptcy, either as a result of voluntary or involuntary petition, at lawthe Lessor’s option the term of this Lease shall terminate, in equityand this Lease shall thereupon be cancelled and become of no further force and effect. Lessee hereby waives and renounces any and all homestead and exemption rights he may now have or hereafter acquire as against payment of rent hereunder, by statute or otherwiseany other obligation or damage that may accrue under the terms of this Lease.

Default Remedies. (a) If an Event A. Either party may terminate this Agreement upon the other party's failure to comply with any term or condition of Default (other than an insolvency Event this Agreement, as long as the terminating party is not in default of Default) has occurred and is continuingany term or condition of this Agreement at the time of termination. To effect termination, the Lenderterminating party shall provide the defaulting party with a written "Notice of Termination" stating its intent to terminate and describing all terms and conditions with which the defaulting party has failed to comply. If the defaulting party has not remedied its default within thirty (30) days after receiving the Notice of Termination, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest Agreement shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestautomatically terminate. In addition, the event initiation, either by Proposer or against Proposer, of proceedings in bankruptcy, or other proceedings for relief under any law for the Company fails relief of debtors, or Proposer becoming insolvent, admitting in writing its inability to pay all outstanding Amounts within its debts as they mature or making an assignment for the benefit of creditors shall constitute a default by Proposer entitling the District to terminate this five (5) business day periodAgreement as set forth above. The parties agree that this Agreement is an executory contract. If, after termination by the District, it is determined that the Proposer was not in default, or that the default was excusable, the interest rate on rights and obligations of the unpaid and outstanding Loan Amount of this Note parties shall be increased to, the same as if the termination had been issued for the convenience of the District. The rights and remedies in this Note shall bear interest at, a monthly rate equal provision are in addition to one any other rights and a half percent (1.5%) or to the maximum rate permitted remedies provided by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of or this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be Agreement. B. Unless specifically waived by the LenderDistrict, the Proposer’s failure to timely comply with any obligation in this Agreement shall be deemed a breach of this Agreement and the expenses and costs incurred by the District, including attorney fees and costs and attorney fees and costs on appeal, due to said breach shall be borne by the Proposer. Additionally, the District shall not be limited by the above but may avail itself of any and all remedies under Florida law for any breach of this Agreement. (b) No course C. A waiver, at any time, by the District of dealing Proposer's breach of, or delay or failure on the part default in, any of the Lender terms, provisions and obligations of this Agreement will not be construed to exercise any right under this Section shall operate as be a waiver of such right any other terms, provisions, and obligations hereof or otherwise prejudice the Lender’s rights, powers and remediesa waiver of any breach or default other than specifically waived. The Company District's failure at any time to compel a fulfillment of any one or more of the terms, provisions or obligations under this Agreement will pay or reimburse the Lender, not be construed to the extent permitted by law, for all reasonable costs and expenses, including but not limited be a waiver of District's right thereafter to reasonable attorneys’ fees, incurred enforce any such right. No waiver by the Lender District will be deemed to have been made unless expressed in collecting any sums due on this Note or in otherwise enforcing any of writing and signed by the Lender's rights hereunderDistrict. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an a Credit Agreement Event of Default has occurred and is continuing: (i) the Agent, in addition to all other than an insolvency remedies available at law or in equity, shall have the right forthwith to enter upon any Property (or any other place where any component of any Property is located at such time) without charge, and take possession of all or any portion of the Trust Property, and to re-let the Trust Property and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Agent, shall, as a matter of right, be entitled to the appointment of a receiver for the Trust Property, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default) Default has occurred and is continuing, the LenderAgent may proceed by an action at law, by notice suit in equity or other appropriate proceeding, to protect and enforce its rights, whether for the Company, may declare foreclosure of the Loan Amount Lien of this Note and all accrued interest thereon to be immediately due and payableSecurity Agreement, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from or for the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part specific performance of any Lender. Such declaration agreement contained herein or for an injunction against the violation of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. The proceeds of any sale of any of the Trust Property shall be applied pursuant to Section 8.7 of the Participation Agreement. In addition, the Agent may proceed under Section 11 hereof. (c) No right or remedy herein conferred upon The Borrower hereby waives the Lender is intended to be exclusive benefit of any other right or remedy contained herein or existing at lawall appraisement, in equityvaluation, by statute or otherwisestay, extension and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or redemption laws now or hereafter existing at lawin force and all rights of marshalling in the event of any sale of the Trust Property or any portion thereof or interest therein. (d) Notwithstanding anything to the contrary in this Security Agreement, so long as no event of default on the part of Lessee under any Operative Agreement to which Lessee is a party shall exist which would entitle the Lessor to terminate the Lease, or if such an event of default shall exist, so long as Lessee's time to cure the default shall not have expired, the term of the Lease shall not be terminated or modified in equityany respect whatsoever and Lessee's right of possession to the Properties and its other rights arising out of the Lease will all be fully recognized and protected by the Agent and shall not be disturbed, canceled, terminated or otherwise affected by statute reason of this Security Agreement or otherwiseany action or proceeding instituted by the Agent to enforce its rights under this Security Agreement, or any extension, renewal, consolidation or replacement of same, irrespective of whether Lessee shall have been joined in any action or proceeding.

Default Remedies. (a) Acceleration If an Event of Default described in paragraph (other than an insolvency Event a) or (b) of Default) has occurred and is continuingSection 5.1 exists, any holder of Notes may, at its option, exercise any right, power or remedy permitted by law, including the Lenderright, by notice to the Company, may to declare the Loan Amount of this Note and all accrued interest thereon Notes held by such holder to be immediately due and payable. If any Event of Default described in paragraphs (c) through (f), inclusive, or paragraphs (i) or (j) of Section 5.1 exists, the holder or holders of at least 51% in outstanding principal amount of the Notes (exclusive of Notes owned by the Company, Restricted Subsidiaries and upon Affiliates) may, at its or their option, exercise any such declarationright, such Loan Amount power or remedy permitted by law, including the right, by notice to the Company, to declare all the outstanding Notes to be immediately due and accrued interest payable. When any Event of Default described in paragraph (g) or (h) of Section 5.1 has occurred, then all outstanding Notes shall thereupon immediately become due and payable immediately within five (5) business days from without presentment, demand or notice of any kind. Upon the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid Notes becoming due and outstanding Loan Amount payable as a result of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency any Event of Default has occurredas aforesaid, the Loan Amount Company will forthwith pay to the holders of this Note the Notes the entire principal and interest accrued Interest thereon will on the Notes, determined as of the date on which the Notes shall so become immediately due and payable without any declaration or any act on the part of any Lenderpayable. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure to exercise any right on the part of any holder of the Lender to exercise any right under this Section Notes shall operate as a waiver of such right or otherwise prejudice the Lender’s such holder's rights, powers and or remedies. The Company will pay or reimburse the Lender, to holders of the extent permitted by law, Notes for all reasonable costs and expenses, expenses (including but not limited to reasonable attorneys’ ' fees, ) incurred by the Lender them in collecting any sums due on this Note the Notes or in otherwise enforcing any of the Lender's rights hereundertheir rights. (cb) No right Annulment of Acceleration In the event of any declaration pursuant to Section 5.3(a) by reason of any Event of Default described in paragraphs (a) through (f), inclusive, or remedy herein conferred upon paragraphs (i) or (j) of Section 5.1, the Lender is intended to be holder or holders of at least 75% of the outstanding principal amount of the Notes (exclusive of Notes owned by the Company and Affiliates) may annul such declaration and its consequences if (i) no judgment or decree has been entered for the payment of any other right amount due pursuant to such declaration, (ii) all sums payable under the Notes and under this Agreement (except any principal or remedy contained herein or existing at law, in equity, interest on the Notes which has become payable solely by statute or otherwise, reason of such declaration) shall have been duly paid and (iii) each and every such right other Default and Event of Default shall have been made good, cured or remedy shall be cumulative and shall be in addition waived pursuant to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseSection 8.5.