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 Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender.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, Xxxxx 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 Xxxxx’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. 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 xxx 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. (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. (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 xxx 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. 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. 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. (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. 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 xxx 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. 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. 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. Upon the failure of Mortgagor to pay or cause the applicable tenant thereof to pay any of the taxes, assessments, debts, liens or other charges as the same become due and payable, or to insure the Mortgaged Premises or deliver the certificates of insurance and copies of the policies of insurance as herein provided, or to perform 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 Xxxxxxxxx's failure to perform hereunder and pay the costs associated therewith, and Xxxxxxxxx hereby agrees to refund on demand all sum or sums so paid, with interest thereon at the interest rate specified in the Note; and any such sum or sums so paid together with interest xxxxxxx 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 within any applicable curative or grace period following any applicable written notice required from Mortgagee, if any, to pay any of the taxes, assessments, debts, liens or other charges herein described as the same become due and payable (asubject to Mortgagor's right to protest the same pursuant to the terms, provisions and limitations of the Loan Documents) If an Event 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 principal or interest is not paid at or within the time required by the terms of the Note, or in the case of the failure of the Mortgagor to comply with the terms, provisions and conditions of paragraph 4 hereof in the event of actual destruction, demolition, removal, condemnation or taking of all or any major part of the Mortgaged Premises, or the failure to timely comply with the covenants and warranties of or to timely do any of the things herein agreed to be done within thirty (30) days following written notice from Mortgagee (except for payment obligations under the Note for which the requisite written notice therein prescribed (including the limitations of the frequency thereof) and a fifteen (15) day curative period is established) or on the foreclosure of or default under any other than an insolvency Event mortgage or deed of Default) has occurred and is continuingtrust encumbering the Mortgaged Premises or any note instrument secured thereby, provided, that the foregoing shall not be deemed to constitute Mortgagee's consent to any other mortgage, or on the breach of any of the terms, provisions, covenants or warranties of the Note, the LenderLoan Documents or this Mortgage or any other instrument securing or evidencing the indebtedness hereby secured, then, in any of such events, all of such indebtedness secured hereby, including the outstanding loan evidenced by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be other obligations, without deduction, at the option of Mortgagee, without further or other notice, shall become immediately due and payable, and upon Mortgagee shall be empowered and entitled, at its option, to foreclose this Mortgage and shall be entitled to the possession of the Mortgaged Premises and the rents, lease payments, security deposits and profits and proceeds thereof, and shall be entitled to have a receiver appointed to take possession of the Mortgaged Premises. At the option of the Mortgagee, this Mortgage may be foreclosed by judicial proceedings, or by non-judicial foreclosure sale in accordance with applicable laws, and to sell and dispose of the Mortgaged Premises and all the right, title, and interest of Mortgagor therein, by sale at any place authorized by law as may be specified in the notice of such declarationsale to the highest bidder. If this Mortgage is foreclosed by non-judicial foreclosure sale pursuant to the power of sale, Mortgagee shall give notice of the foreclosure by publication once a week for 3 successive weeks. Such notice shall state the time, place and terms of each such Loan Amount sale by publication in some newspaper published in the county or counties in which the Mortgaged Premises are to be sold, or a substantial and accrued interest material part thereof, is located. At such foreclosure sale, Mortgagee may sell the Mortgaged Premises (or such part or parts thereof as Mortgagee may from time to time elect to sell) in front of the courthouse door of such county, at public outcry, to the highest bidder for cash. The sale shall thereupon become due be held between the hours of 11:00 a.m. 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 4:00 p.m. on the unpaid and outstanding Loan Amount day designated for the exercise of this Note shall the power of sale hereunder. The Mortgaged Premises may be increased tosold as a whole or in separate parts, parcels, or tracts, including separate parts, parcels or tracts located in the same county, and this Note shall bear interest atin such manner and order as the Mortgagee in its sole discretion may elect. The exercise of the power of sale with respect to a separate part, a monthly rate equal parcel, or tract of the Mortgaged Premises in one county does not extinguish or otherwise affect the right to one and a half percent (1.5%) or exercise the power of sale with respect to the maximum rate permitted by law (the "Default Rate") from the expiration other parts, parcels, or tracts of the five (5) business day period until such unpaid Mortgaged Premises in that or another county to satisfy the obligation secured by the Mortgage, and outstanding Loan Amount the right and power of this Note is repaid in full. If an insolvency sale arising out of any Event of Default has occurredshall not be exhausted by one or more sales of the Mortgaged Property. At the foreclosure, Mortgagee shall be entitled to bid and to purchase the Loan Amount of this Note Mortgaged Premises and accrued Interest thereon will become immediately due and payable without any declaration shall be entitled to apply the indebtedness secured by the Mortgage, or any act portion thereof, in payment for the Mortgaged Premises. The Mortgagee shall be authorized to retain an attorney to represent it in such proceedings. Upon such sale, Mortgagee or the attorney conducting said sale are hereby authorized and empowered to make due conveyance to the purchaser or purchasers in the name of Mortgagor. The Mortgagor hereby irrevocably appoints Mortgagee to be the attorney in fact of the Mortgagor and in the name and on behalf of the part Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances, and notices which the Mortgagor ought to execute and deliver and do and perform any and all such acts and things which Mortgagor ought to do and perform under the covenants herein contained and generally to use the name of Mortgagor in the exercise of all or any Lenderof the powers hereby conferred on Mortgagee. Such declaration Upon any sale, whether under the power of acceleration may sale hereby given or otherwise, it shall not be rescinded and past defaults may be waived by necessary for Mortgagee or any public officer acting under execution or order of court to have physically present or constructively in its possession any of the Lender. (b) No course Mortgaged Premises. In case of dealing a foreclosure sale of all or delay or failure on the any part of the Lender Mortgaged Property and of the application of the proceeds of sale to exercise the payment of the indebtedness secured by the mortgage, Mortgagee shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid and to recover judgment for any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsportion thereof remaining unpaid, powers and remedieswith interest. The Company will pay or reimburse the Lender, remedies provided to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender Mortgagee 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 paragraph shall be in addition to every and not in lieu of any other such rights and remedies provided in this Mortgage, the Note, the Loan Agreement or any other Loan Document, by law or in equity, all of which rights and remedies may be exercised by Mortgagee independently, simultaneously or consecutively in any order without being deemed to have waived any right or remedy contained herein and therein previously or now or hereafter existing at law, in equity, by statute or otherwisenot yet exercised.

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. 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. At any time and from time to time following the occurrence of any Event of Default, Xxxxxx 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 Xxxxxx 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, Xxxxxx 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 Xxxxxx at any time prior to payment hereunder and Xxxxxx shall have all rights as a holder of the Lender to exercise Note until such time, if any, as Xxxxxx 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 Xxxxxx’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 Xxxxxxxx’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 of (a) If any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, readjustment of debt, arrangement, composition, assignment for the benefit of creditors, or other similar proceeding relative to Borrower or its creditors, as such, or its property, or (b) any proceeding of Borrower for voluntary liquidation, dissolution, winding down or bankruptcy proceedings (collectively, an Event "Insolvency Event"), then and in any such event: (i) All of Default the Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, obligations or other property, shall be made in respect of the Subordinated Debt; (ii) Any payment or distribution of any character, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution of any other than an insolvency Event indebtedness of DefaultBorrower being subordinated to the Subordinated Debt), shall be paid or delivered directly to Senior Lender, or its representative, until the Termination Date, and Subordinated Lender irrevocably authorizes, empowers and directs all receivers, custodians, trustees, liquidators, conservators and others having authority in the property and premises of Subordinated Lender to effect all such payments and deliveries; and (iii) has occurred and is continuingNotwithstanding any statute, including, without limitation, 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 United States Bankruptcy Code (the "Default RateBankruptcy Code") from ), any rule of law or bankruptcy procedures to the expiration contrary, the right of Senior Lender hereunder to have all of the five (5) business day period until such unpaid Senior Debt paid and outstanding Loan Amount of this Note is repaid satisfied 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, full prior 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 payment of any of the Lender's rights hereunder. (c) No Subordinated Debt shall include, without limitation, the right or remedy herein conferred upon the of Senior Lender is intended to be exclusive paid in full all interest accruing on the Senior Debt due to it after the filing of any petition by or against Borrower in connection with any bankruptcy or similar proceeding or any other right or remedy contained herein or existing at lawproceeding referred to in this paragraph, hereof, prior to the payment of any amounts in equityrespect to the Subordinated Debt, by statute or otherwiseincluding, and every without limitation, any interest due to Subordinated Lender accruing after 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 otherwisedate.

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) The obligations of the Guarantor hereunder are independent of and separate from the Guaranteed Obligations and the obligations of any other guarantor of the Guaranteed Obligations. If an any of the Guaranteed Obligations are not paid when due, or upon any Event of Default (or any default by Borrower as provided in any other than an insolvency Event instrument or document evidencing all or any part of Default) has occurred and is continuingthe Guaranteed Obligations, the LenderAgent may, by notice at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon full amount 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 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 portion 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 occurredGuaranteed Obligations, without first proceeding against the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration Borrower or any act on other guarantor of the part of Guaranteed Obligations, or against any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by Collateral for the LenderGuaranteed Obligations under the ATSC Pledge Agreement or otherwise against any Collateral under other Collateral Documents. (b) No course of dealing or delay or failure on the part At any time after maturity of the Lender Guaranteed Obligations, the Agent may, without notice to the Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Guaranteed Obligations (i) any indebtedness due or to become due from the Agent to the Guarantor and (ii) any moneys, credits or other property belonging to the Guarantor at any time held by or coming into the possession of the Agent or any of its affiliates. (c) The Guarantor hereby authorizes and empowers the Agent, in its sole discretion, without any notice (except notices required by law to the extent such notice as a matter of law may not be waived) or demand to the Guarantor whatsoever and without affecting the liability of the Guarantor hereunder, to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice remedy which the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Agent may have available to the extent permitted by law, for all reasonable costs and expensesit, including but not limited to, foreclosure by one or more judicial or nonjudicial sales, and the Guarantor hereby waives any defense to reasonable attorneys’ fees, incurred the recovery by the Lender in collecting any sums due on this Note or in otherwise enforcing any of Agent against the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive Guarantor of any deficiency after such action, notwithstanding any impairment or loss of any right of reimbursement, contribution, subrogation or other right or remedy contained herein against the Borrower, or existing at lawany other guarantor, in equitymaker or endorser, or against any security for the Guaranteed Obligations or for any guaranty of the Guaranteed Obligations. No exercise by statute or otherwisethe Agent of, and every such no omission of the Agent to exercise, any power or authority recognized herein and no impairment or suspension of any right or remedy of the Agent against the Guarantor, any other guarantor, maker or endorser or any security shall in any way suspend, discharge, release, exonerate or otherwise affect any of the Guarantor's obligations hereunder or give to the Guarantor any right of recourse against the Agent, the Lenders or the Issuing Banks. (d) The Guarantor consents and agrees that the Agent shall not be under any obligation to make any demand upon or pursue or exhaust any of its rights or remedies against the Borrower or any guarantor or others with respect to the payment of the Guaranteed Obligations, or to pursue or exhaust any of its rights or remedies with respect to any security therefor, or any direct or indirect guaranty thereof or any security for any such guaranty, or to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Guaranteed Obligations or to resort to any security or any such guaranty in any particular order, and all of its rights hereunder, under the ATSC Pledge Agreement and the other Loan Documents shall be cumulative cumulative. The Guarantor hereby agrees to waive, and shall does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert against the Agent any valuation, stay, appraisal, extension or redemption laws now existing or which may hereafter exist which, but for this provision, might be applicable to any sale made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Guaranty or the ATSC Pledge Agreement. Without limiting the generality of the foregoing, the Guarantor hereby agrees that it will not invoke or utilize any law which might cause delay in addition to every or impede the enforcement of the rights under this Guaranty, the ATSC Pledge Agreement or any of the other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseLoan Documents.

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. (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 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 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. 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 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. 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. (a) a. If an Event any one or more of Default (other than an insolvency Event of Default) has occurred and is continuingthe following events occurs, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon then Sublessee shall be deemed 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 in default under this Sublease Agreement: i. Sublessee 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 any installment of the five Gross Rent provided for under this Sublease Agreement within ten (510) business day period until such unpaid and outstanding Loan Amount of this Note days after that payment is repaid in fulldue; ii. If an insolvency Event of Default has occurredSublessee fails to keep, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without observe or perform 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 other terms, covenants and conditions herein to exercise any right be kept, observed and performed by Sublessee 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, Sublease Agreement (including but not limited to reasonable attorneys’ feesobligations or conditions under the Main Lease) for thirty (30) days after written notice is given to Sublessee specifying the nature of such default. Notwithstanding the foregoing, incurred by if the Lender applicable grace period set forth in collecting the Main Lease shall be shorter than that provided herein for the particular alleged default, the grace period set forth in the Main Lease shall supersede the grace period set forth in this subparagraph. b. If a default occurs, then Sublessor shall be entitled to exercise any sums due on this Note or in otherwise enforcing any and all of the Lender's rights hereunder. (c) No right and remedies available at law 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 those provided to the Landlord under the Main Lease. Any remedies under this Sublease Agreement shall not be deemed exclusive, and every such right or remedy but shall be cumulative and shall be in addition to every all other such right or remedy contained herein and therein or now or hereafter remedies available to Sublessor existing at law, law or in equity, . Landlord shall be entitled to enforce the provisions of the Main Lease against Sublessee to the extent the same are violated by statute Sublessee. The parties agree that there shall not be liability for any lost profits or otherwiseother special or punitive damages.

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 xxx 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 xxxx 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. 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. 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. 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 XXXXXX, ITS EMPLOYEES, AGENTS, AND APPOINTEES TO ENTER UPON XXXXXX’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) 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. (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 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. 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. (aA) If In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following shall constitute an Event of Default by Tenant hereunder: (i) the failure to make any payment of Rent or any installment thereof or to pay any 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 sum required to be immediately due paid by Tenant under this Lease or under the terms of any other agreement between Landlord 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 after written notice of delinquency (which written notice may be sent by email to the last known email address on file with Landlord); provided, however, that if Landlord has given Tenant two (2) such delinquency notices in any twelve (12)-month period during the Term, then Xxxxxx’s subsequent failure to pay any Rent or other charge when due shall constitute a default under this Lease without requirement of any notice or cure period; provided further, that any such notice given pursuant to this Section 22(A) shall be in addition to, and not in lieu of, any notice required under Applicable Law; (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if the interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the Lenderdate thereof; (iv) if any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors or if Tenant shall admit in writing its inability to meet Xxxxxx’s debts as they mature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties; (vii) if Tenant shall fail to immediately discharge or bond over any lien placed upon the Premises in violation of this Lease; (viii) omitted; (ix) if Tenant shall abandon or vacate the Premises during the Term; (x) if Tenant shall fail to execute and deliver an estoppel certificate as required hereunder; or (xi) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within thirty (30) days after written requestnotice thereof to Tenant; provided, however, that if said failure involves the creation of a condition which, in Xxxxxxxx’s reasonable judgment, is dangerous or hazardous, Tenant shall be required to cure same within forty-eight (48) hours. (B) Upon the occurrence of an Event of Default by Tenant, Landlord may, at its option, with or without notice or demand of any kind to Tenant or any other person, exercise any one or more of the following described remedies, in addition to all other rights and remedies provided at law, in equity or elsewhere herein, and such rights and remedies shall be cumulative and none shall exclude any other right allowed by law: (i) Landlord may terminate this Lease, repossess and re-let the Premises, in which case Landlord shall be entitled to recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting. For the purpose of determining present value, Landlord and Tenant agree that the interest rate shall be the rate applicable to the then-current yield on obligations of the U.S. Treasury having a maturity date on or about the Expiration Date. Should the fair market rental value of the Premises for the balance of the Term (after deduction of all anticipated expenses of reletting) exceed the value of the Rent to be paid by Tenant for the balance of the Term, Landlord shall have no obligation to pay to or otherwise credit Tenant for any such excess amount; (ii) Landlord may, without terminating the Lease, terminate Tenant’s right of possession, repossess the Premises including, without limitation, removing all or any part of Tenant’s personal property in the Premises and to place such personal property in storage or a public warehouse at the expense and risk of Tenant, and relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to decorate, repair, remodel or alter the Premises. Tenant shall pay to Landlord as damages a sum equal to all Rent under this Lease for the balance of the Term unless and until the Premises are relet. If the Premises are relet, Tenant shall be responsible for payment upon demand to Landlord of any deficiency between the Rent as relet and the Rent for the balance of this Lease, all costs and expenses of reletting, and all reasonable decoration, repairs, remodeling, alterations, additions and collection of the rent accruing therefrom. Tenant shall not be entitled to any rents received by Landlord in excess of the rent provided for in this Lease. No re-entry or taking possession of the Lease Premises by Landlord shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any breach, and in addition to the other remedies it may have, recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting. In the event Landlord repossesses the Company fails to pay Premises as provided above, Landlord may remove all outstanding Amounts within this five persons and property from the Premises and store any such property at the cost of Tenant, without liability for damage; and (5iii) business day periodLandlord may, the interest rate on the unpaid and outstanding Loan Amount of this Note but shall not be increased obligated to, and this Note shall bear interest atwithout waiving or releasing Tenant from any obligations of Tenant hereunder, a monthly rate equal to one and a half percent (1.5%) make any payment or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until perform 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 other act on the Tenant’s part of any Lenderto be made or performed as provided in this Lease. Such declaration of acceleration may All sums so paid by Xxxxxxxx and all necessary incidental costs shall be rescinded payable to Landlord as Additional Rent on demand and past defaults may be waived by the LenderTenant covenants to pay such sums. (bC) Xxxxxx agrees that Landlord may file suit to recover any sums falling due under the terms of this Section 22 from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. (D) Tenant shall promptly pay upon notice, as Additional Rent, all reasonable costs, charges and expenses incurred by Landlord (including, without limitation, reasonable fees and out-of-pocket expenses of legal counsel, collection agents, and other third parties retained by Landlord) together with interest thereon at the rate set forth in Section 5 of this Lease, in collecting any amount due from Tenant, enforcing any obligation of Tenant hereunder, or preserving any rights or remedies of Landlord; and Tenant shall pay all reasonable attorneys’ fees and expenses arising out of any litigation, negotiation or transaction in which Tenant causes Landlord, without Xxxxxxxx’s fault, to become involved or concerned. (E) No course waiver of dealing or delay or any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on the part account of the Lender violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver by Landlord shall be valid unless in writing and shall not affect any provision other than the one specified in such written waiver and that provision only for the time and in the manner specifically stated in the waiver. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of Rent shall not waive or affect said notice, suit or judgment. Landlord shall not be required to serve Tenant with any notices or demands as a prerequisite to its exercise of any right of its rights or remedies under this Lease, other than those notices and demands specifically required under this Lease. Tenant expressly waives the service of any statutory demand or notice which is a prerequisite to Landlord’s commencement of eviction proceedings against Tenant, including the demands and notices specified in any federal, state or local laws and ordinances. (F) If Landlord elects to terminate this Lease pursuant to Section 22(B) above following Tenant's default, Landlord 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, use commercially reasonable efforts to mitigate its damages to the extent permitted required 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 hereunderApplicable Law. (cG) No right Upon any default by Landlord continuing beyond any applicable notice and cure period under this Lease, Tenant may exercise any of its rights provided at law 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 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. 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. (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 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. (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. (a) If an Event The occurrence of Default (other than an insolvency Event one or more of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount following events shall constitute a 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 Agreement by Tenant: (1) The abandonment of the Premises by Tenant or absence of Tenant from Premises for five (5) business days from the Lender’s written request. In the event the Company fails or longer. (2) The failure by Tenant to pay all outstanding Amounts within make any payment of rent or other payments required to be made by Tenant under this Agreement when due where such failure continues for a period of five (5) business day perioddays. (3) The failure by Tenant to observe or perform any provision of this Agreement other than the payment of money where such failure continues for a period of ten (10) days after written notice thereof from Landlord to Tenant. This notice shall be in lieu of, and not addition to, any notice required under Arizona law. (i) The making by Tenant of any general assignment for the interest rate benefit of creditors; (ii) the filing by 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 Premises or of this Lease where possession is not restored to Tenant within thirty (30) days; (iv) the attachment, execution or other judicial seizure of substantially all 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. 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) Without terminating this Lease or relieving Tenant of any obligation hereunder, Landlord may relet the Premises for such rental and upon such terms as Landlord in its sole discretion deems proper and apply the proceeds actually collected against the amounts due from Tenant. (3) Landlord may terminate this Lease by notifying Tenant in writing that it intends to do so. Such termination will not relieve Tenant of any obligation which accrued prior to the date of termination. In addition to all other sums recoverable under this Lease or at law, in the event of such termination, Landlord shall be entitled to recover from Tenant the difference between the present value of the rent which would have fallen due under this Lease over the remaining term of this Lease if this Lease had not been terminated and the present value of the amount that Tenant proves Landlord will receive over that same period by reletting the Premises. (4) 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. (5) 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. (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 Purchaser shall default in the Company fails to pay all outstanding Amounts within performance of Purchaser's obligations under this five Agreement and the Closing does not occur as a result thereof (5) business day perioda "PURCHASER DEFAULT"), the interest rate on the unpaid Seller's sole and outstanding Loan Amount of this Note exclusive remedy shall be, and Seller shall be increased toentitled, to retain the Xxxxxxx Money and any interest earned thereon as and for full and complete liquidated and agreed damages for Purchaser's default, and this Note Purchaser shall bear be released from any further liability to Seller hereunder. Seller and Purchaser agree that it would be impractical and extremely difficult to estimate the damages which seller may suffer upon a purchaser default and that the Xxxxxxx Money and any interest atearned thereon, represents 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 reasonable estimate 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 Lendertotal net detriment that seller would suffer upon a purchaser default. Such declaration liquidated and agreed damages are not intended as a forfeiture or a penalty within the meaning of acceleration may be rescinded and past defaults may be waived by the Lenderapplicable law. (b) No course In the event that Seller shall default in the performance of dealing Seller's obligations under this Agreement and the Closing does not occur as a result thereof, Purchaser shall be entitled, to either (a) terminate this Agreement, in which event Seller shall promptly refund to Purchaser the Xxxxxxx Money, together with interest thereon computed at nine percent (9%) per annum from the date hereof until the date of such termination, and thereafter at the rate of twenty four percent (24%) (the "DEFAULT RATE") per annum until paid, together with reimbursement of Purchaser's Costs, as hereinafter defined, upon which Seller shall be released from any further liability to Purchaser hereunder, or delay (b) seek specific performance of Seller's obligation to convey title to the Property as provided hereunder. As used herein, the term "PURCHASER'S COSTS" shall mean the out-of-pocket costs and expenses paid or failure on the part incurred by Purchaser, not to exceed Twenty-Five Thousand and 00/100 ($25,000.00), including without limitation, reasonable fees and disbursements of attorneys and other professionals engaged by Purchaser in connection with its evaluation of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsProperty, powers engineering and remedies. The Company will pay or reimburse the Lenderenvironmental testing, to the extent permitted by law, for all reasonable costs title examination 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 otherwisesurvey, and every such right or remedy shall be cumulative preparation 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 otherwisenegotiation of this Agreement.

Default Remedies. (a) If an Event In the 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 declarationmaterial default or breach by Tenant, Landlord may, at any time thereafter without limiting Landlord in the exercise of any rights or remedy at law or in equity which Landlord may have by reason of such Loan Amount default or breach: (A) Maintain this Lease in full force and accrued interest effect and recover the rent and other monetary charges as they become due, without terminating Xxxxxx's right to possession irrespective of whether Tenant shall thereupon become due and payable immediately within five (5) business days from have abandoned the Lender’s written requestPremises. In the event Landlord elects not to terminate the Company Lease, Landlord shall have the right to attempt to re-let the premises at such rent and upon such conditions and for such a term and to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable and necessary without being deemed to have elected to terminate the Lease, including removal of all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. In the event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant's taking possession of the Premises. Notwithstanding that Xxxxxxxx fails to pay all outstanding Amounts within this five (5) business day periodelect to terminate the Lease initially, Landlord at any time during the interest rate on the unpaid and outstanding Loan Amount term of this Note shall be increased to, and Lease may elect to terminate this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted Lease by law (the "Default Rate") from the expiration virtue of the five (5) business day period until such unpaid and outstanding Loan Amount previous default 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 LenderTenant. (bB) No Terminate Tenant's right to possession by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the 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, without limitation thereto, the following: (i) the worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus (ii) any other amount necessary to compensate Landlord for all the detriment proximately caused by Xxxxxx's failure to perform its obligations under this Lease or which in the ordinary course of dealing or delay or failure on the part of the Lender events would be likely to exercise any right under this Section shall operate as a waiver of result therefrom plus (iii) at Landlord's election, 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 amounts in addition to every or in lieu of the foregoing as may be permitted from time to time by applicable State law. Upon any such re-entry Landlord shall have the right to make any reasonable repairs, alterations or modifications to the Premises, which Landlord at its sole discretion deems reasonable and necessary. As used in (i) above, the "worth at he time of award" is computed by allowing interest at the rate of fifteen percent (15%) per annum from the date of default. As used in (i) and (ii) the "worth at the time of award" is computed by discounting such amount at the discount rate of the U. S. Federal Reserve Bank of Atlanta, Georgia, at the time of award plus one percent (1%). The term "rent", as used in this Paragraph 13, shall be deemed to be and to mean the rent to be paid pursuant to Paragraph 2 and all other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, monetary sums required to be paid by statute or otherwiseTenant pursuant to the terms of the Lease.

Default Remedies. 15.1 Prior to title passing and the completion of Closing, in the event of Optionor's default hereunder, Optionee's sole remedies shall be that of (ai) If an Event specific performance, with abatement of Default the Purchase Price to the extent of liens of a fixed or ascertainable amount, or (other than an insolvency Event ii) termination of Defaultthis Agreement and return of the Extension Fee, if theretofore paid; in no event shall Optionee be entitled to damages of any kind or nature; 15.2 Prior to title passing and completion of Closing, with respect to any representations or warranties of Optionor contained in this Agreement, Optionee's obligations hereunder are contingent upon such representations and/or warranties contained in this Agreement being true and correct as of the date hereof and, where the context specifically provides, as of the date of Closing, but recision of this Agreement and return of the Extension Fee, if theretofore paid, shall be Optionee's exclusive remedy for any breach of any representation and/or warranty by Optionor. 15.3 Notwithstanding the foregoing, in the event of a willful or intentional breach of a covenant, obligation or warranty by Optionor under this Agreement, or if Optionor makes a willful or intentional material misrepresentation in this Agreement, Optionee shall be entitled to terminate this Agreement and to the return of the Extension Fee, if theretofore paid, and Optionee's reasonably documented Transaction Costs (as hereinafter defined) has occurred sustained by Optionee in connection with this Agreement; and is continuingthe foregoing shall be Optionee's sole remedies under this subparagraph. 15.4 Subsequent to title passing and completion of Closing, Optionee shall have recourse against Optionor for its reasonably documented actual damages, sustained solely 15.5 Optionee recognizes that the Property will be removed by Optionor from the market during the existence of this Agreement and that if after the Initial Option Term, the Lenderterm hereof shall have been extended by Optionee as hereinabove provided, and thereafter, the option hereby granted shall not be exercised by notice Optionee, or the option shall be exercised but Closing is not consummated because of Optionee's default, then, in either such event, Optionor shall be entitled to retain the CompanyExtension Fee 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 Optionor might otherwise be entitled, may declare the Loan Amount of this Note Optionor 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 Optionee's default under this Agreement. 15.6 Optionee's Out-of-Pocket Costs. In the event of Optionor's breach or default in accordance with Section 15.3 then, in any such event, upon termination by Optionee hereunder, in addition to receiving the Company fails immediate return of the Extension Fee, anything in the Agreement contained to pay all outstanding Amounts within the contrary notwithstanding, Optionee shall also receive from Optionor, upon demand, Optionee's actual, documented out-of-pocket costs and expenses associated with this five Agreement and Optionee's anticipated acquisition of the Property including, without limitation, Optionee's reasonable counsel fees and costs, title expenses, survey costs, financial and accounting due diligence, Optionee's environmental assessment of the Property, and other costs and expenses associated with Optionee'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 Optionee 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. Optionor'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 15 shall operate as a waiver of such right or otherwise prejudice not exceed $10,000 in 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 hereunderaggregate. (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 Buyer should default in any material respect in the performance of Default (any of Buyer's obligations under this Agreement or if any of Buyer's representations or warranties shall be untrue in any material respect and such default or breach is discovered prior to Closing, Seller shall be entitled to terminate this Agreement and receive the Deposit as liquidated damages and as Seller's sole and exclusive remedy for any such default, with Seller hereby waiving any rights it might otherwise have to xxx for damages or seek specific performance, injunctive relief or any other than an insolvency Event equitable remedy on account of Default) a default by Buyer. Buyer and Seller agree that in the event of Buyer's default, Seller's damages would be difficult to ascertain and the Deposit represents a reasonable estimate of such damages under the circumstances. If Seller should default in the performance of any of Seller's obligations in this Agreement or if any of Seller's representations or warranties shall be untrue and such default or breach is discovered prior to Closing, subject to the limitations contained in Section 8 and provided that such default or breach materially and adversely affects the value of the Property and provided that Buyer has occurred duly and timely performed all of its obligations and is continuingnot in default hereunder, as Buyer's sole and exclusive remedy, Buyer may either (i) terminate this Agreement and request the Lenderreturn of the Deposit, or (ii) bring an action for specific performance of this Agreement; provided, however, in the event of a material default by Seller which is not cured within a reasonable time after receipt of written notice from Buyer, if such default results from the willful or intentional misconduct or fraud by Seller, and Buyer elects to terminate this Agreement, in addition to the Companyreturn of the Deposit, may declare Seller shall reimburse Buyer for all out-of-pocket expenses actually incurred by Buyer in connection with the Loan Amount negotiation of this Note Agreement 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 requestperformance of Buyer's obligations hereunder. In the event the Company fails either event, Seller shall not be liable to pay all outstanding Amounts within this five (5) business day periodBuyer for any actual, the interest rate direct, incidental, special, consequential, punitive or other damages 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 Lenderaccount thereof. (b) No course If Buyer should default in any material respect in the performance of dealing any of Buyer's obligations under this Agreement or delay or failure on the part any of the Lender documents to be delivered by Buyer at Closing pursuant to Section 6(c), or if any of Buyer's ----------- representations or warranties shall be untrue in any material respect and such default or breach is not discovered until following the Closing, Seller shall be entitled to exercise any right under this Section shall operate as a waiver and all rights it might otherwise has to xxx for damages or seek other remedies on account of such right default by Buyer. If Seller should default in the performance of any of Seller's obligations in this Agreement 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 Lenderdocuments to be delivered by Seller at Closing pursuant to Section 6(d), or if any of Seller's representations or warranties shall be ----------- untrue in any respect and such default or breach is nor discovered until following the Closing, subject to the limitations contained in Section 8 and provided that such default or breach materially and adversely affects the value of the Property, if such default is not cured within a reasonable time after receipt of written notice from Buyer, Buyer shall be entitled to exercise any and all rights hereunderit might otherwise have to xxx for damages or seek other remedies on account of such default by Seller, provided, however, that Seller shall not be liable to Buyer for any incidental, consequential, punitive or other special damages on account thereof, and provided, further, in the event of a material default by Seller which results from willful or intentional misconduct or fraud by Seller, the condition that such default materially and adversely affect the value of the Property shall not apply. (c) No right Except as expressly provided in this Section 11, Seller shall not ---------- be liable to Buyer or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawperson, in equity, by statute damages or otherwise, and every for any default in the performance of any of Seller's obligations in this Agreement or any of the documents to be delivered by Seller at Closing pursuant to Section 6(d), or ----------- any breach or failure of any representation or warranty provided in this Agreement or such right documents. In no event shall Seller be liable following the Closing for any default in the performance of any of Seller's obligations in this Agreement or remedy shall be cumulative and shall be in addition to every other such right any breach or remedy contained herein and therein failure of any representation or now or hereafter existing at lawwarranty , in equity, either case discovered by statute or otherwiseBuyer prior to Closing. (d) The provisions of this Section 11 shall survive the Closing and ---------- the delivery of the Deed and the Assignment and Assumption of Ground Lease and any other documents to be delivered pursuant to Section 6. ---------

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. Each of the following events shall constitute an "Event of Default" hereunder: (a) If Company shall fail to make any payment of principal or interest due hereunder (other than as a result of the provisions of Section 3 or 4 above) and such failure shall have continued uncured for a period of at least thirty (30) days; or (b) Company shall fail to perform any covenant or agreement provided for in this Note, and such failure shall continue uncured for a period of at least thirty (30) days following written notice from Maxtor; or (c) Any Reorganization Proceeding (i) shall be commenced by Company or any Guarantor or (ii) shall be commenced against Company or any Guarantor and the same shall not have been rescinded or stayed within ninety (90) days; or (d) Any default shall occur under (i) any agreement or instrument evidencing the Indebtedness under the Bank Credit Facility, if such default shall continue after any applicable grace period and if the effect of such default is to accelerate, or permit the holders of the Indebtedness under the Bank Credit Facility to accelerate, the maturity of such Indebtedness; or (ii) any agreement or instrument evidencing Senior Indebtedness other than the Bank Credit Facility, if (x) such default results from the failure to make a payment when due, (y) such default shall continue after any applicable grace period and (z) the effect of such event is to accelerate, or permit the holders of such Senior Indebtedness to accelerate, the maturity of such Indebtedness; or (iii) any one or more instruments or agreements evidencing Senior Indebtedness in an aggregate principal amount of at least $5,000,000, if (x) such default results from a default other than the failure to make a payment when due, (y) such default shall continue after any applicable grace period and (z) the effect of such default is to accelerate, or permit the holders of such Senior Indebtedness to accelerate, the maturity of such Senior Indebtedness; provided that upon the waiver or cure any such default, then the Event of Default under this Note resulting therefrom shall automatically be deemed waived or cured; or (other than an insolvency e) Any default shall occur under the Subordinated Notes, if such default shall continue after any applicable grace period and if the effect of such default is to accelerate, or permit the holders of the Indebtedness under the Subordinated Notes to accelerate, the maturity of such Indebtedness; provided that upon the waiver or cure any such default in respect of the Subordinated Notes, then the Event of Default under this Note resulting therefrom shall automatically be deemed waived or cured; or (f) Any default shall occur under any Guaranty, if such default shall continue after any applicable grace period. Upon the occurrence and during the continuance of any Event of Default, then (i) has occurred Maxtor shall have the right to declare immediately due and is continuing, payable all or any portion of the Lender, by notice to the Company, may declare the Loan Amount outstanding principal balance of this Note Note, in which case such principal balance and all accrued and unpaid interest thereon to shall immediately be immediately due and payable, and (ii) at Maxtor's option 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 notice to pay all outstanding Amounts within this five (5) business day periodCompany, the interest rate on the unpaid and outstanding Loan Amount of otherwise applicable to this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half by two percent (1.52%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until ). Maxtor shall also have 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 other rights as may be rescinded and past defaults may be waived by available to Maxtor under applicable law. Notwithstanding the Lender. (b) No course of dealing or delay or failure on the part of the Lender foregoing, so long as any Senior Indebtedness has not been paid in full in cash, Maxtor shall have no right 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 accelerate amounts 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. If a Default exists, Payee shall have, and may exercise at any time, any or all of the following 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, Payee may declare the Loan Amount (as liquidated damages and not a penalty) all or any portion of this Note and all accrued interest thereon each then unpaid Extended Payment (whether past due or scheduled to be immediately due paid), accrued Interest Charges and payableother amounts then outstanding under the EPA to be, and upon any such declarationExtended Payments, such Loan Amount Interest Charges and accrued interest other amounts 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 periodbe, 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 in full without any declaration presentment, demand, protest or any act on the part other 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 Payee may demand, and immediately upon such demand Customer shall pay to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsPayee, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses incurred by Payee to collect amounts due Payee under the EPA, including reasonable attorneys’ fees and expenses; (c) Payee may terminate or cancel the EPA by written notice thereof to Customer; (d) (i) If SAP is the Payee, SAP may terminate or cancel the Agreement as set forth therein and (ii) if an Assignee is the Payee, the Assignee may demand and cause SAP to terminate or cancel the Agreement and all or any part of the SAP Products, including but not limited to reasonable attorneys’ feesany licenses of, incurred by subscriptions to, or right to use and/or access, any software or services thereunder, or rights to receive support with respect to that software and/or consulting services in relation to the Lender in collecting foregoing (and Customer hereby covenants and agrees that it will hold SAP harmless from any sums due on this Note such termination or cancellation); and (iii) Payee may exercise any other remedy available to it under applicable law or in otherwise enforcing equity. Upon Payee's instructions after a Default, Customer shall: (x) immediately cease using any or all SAP Products related to the EPA, (y) within 30 calendar days de-install and delete all copies of SAP Products related to the EPA from any computer systems owned or controlled by Customer or used for Customer’s benefit, and irretrievably destroy all Documentation in any way related thereto or upon Payee’s request deliver to SAP all copies of the Lender's rights hereunder. (c) No right SAP Products in every form, except to the extent it is legally required to keep it for a longer period in which case such return or remedy herein conferred upon destruction shall occur at the Lender is intended to be exclusive end of any other right or remedy contained herein or existing at law, in equity, by statute or otherwisesuch period, and every (z) provide Payee with a certificate signed by a Customer officer who is responsible for Customer’s information systems, attesting to such right or remedy cessation of use and maintenance, deinstallation, deletion, and destruction. Payee's remedies shall be cumulative and non-exclusive, may be exercised concurrently or successively, and may be specifically enforced. Upon a Default, neither SAP nor Assignee shall be required to license, lease, transfer, or use any SAP Products, or take or not take any other action, in addition mitigation of any damages resulting from such Default. All obligations of Customer hereunder shall survive any termination of the Agreement. Payee’s failure or delay to every other such exercise any right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisehereunder shall not operate as a waiver thereof.

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 xxx 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 LESSOR, ITS EMPLOYEES, AGENTS, AND APPOINTEES TO ENTER UPON LESSEE’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 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 breach of this Note Grant Agreement the Parties shall have the following remedies: a. Termination under this Grant Agreement shall be increased without prejudice to any obligations or liabilities of either Party already reasonably incurred prior to such termination. i. Grantee may not incur obligations or liabilities after Grantee receives written notice of termination. ii. Additionally, neither Party shall be liable for any indirect, incidental, consequential or special damages under this Grant 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 City due to a breach by Grantee, City may pursue any remedies available at law or in equity. i. Such remedies may include, but are not limited to, termination of this 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 Note Grant Agreement, Grantee shall bear interest atrepay any excess to City upon demand. d. Neither City nor Grantee shall be held responsible for delay or default caused by fire, civil unrest, government declared public health emergency, labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of City or Grantee, respectively; however, Grantee shall make all reasonable efforts to remove or eliminate such a monthly rate equal to one cause of delay or default and a half percent (1.5%) or to shall, upon the maximum rate permitted by law (the "Default Rate") from the expiration cessation of the five (5) business day period until such unpaid and outstanding Loan Amount cause, diligently pursue performance of its obligations under this Grant 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 Grantee’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. Upon the occurrence of any Event of Default, Agent Bank may and, upon the consent of Requisite Lenders shall declare the unpaid balance of the Notes, together with the interest thereon, to be fully due and payable, and, in addition, the applicable Banks, as set forth below, may, at their option, or shall, as indicated below, exercise any or all of the following remedies: (a) If an Event Agent Bank may, upon the consent of Default (other than an insolvency Event Requisite Lenders, or at the direction of Default) has occurred the Requisite Lenders shall terminate the obligation of Lenders to make any advances for Borrowings and/or declare all outstanding unpaid Indebtedness hereunder and is continuing, under the Lender, by notice to the Company, may declare the Loan Amount of this Revolving Credit Note and other Loan Documents together with 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 presentation, demand, protest or notice of any declaration or any act kind. This remedy will be deemed to have been automatically exercised on the part occurrence of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderevent set out in Sections 7.01(f), (g) or (h). (b) No course The Swingline Lender shall, upon receipt of dealing written notice of the occurrence of an Event of Default, terminate its obligation to make any advances under the Swingline Facility and may declare all outstanding unpaid Indebtedness hereunder and under the Swingline Note, together with all accrued interest thereon immediately due and payable without presentation, demand, protest or delay or failure notice of any kind. This remedy will be deemed to have been automatically exercised on the part occurrence of the Lender to exercise any right under this Section shall operate as a waiver of such right event set out in Sections 7.01(f), (g) 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(h). (c) No right The L/C Issuer shall, upon receipt of written notice of the occurrence of an Event of Default, terminate its obligation to issue Letters of Credit and/or any Letter of Credit which may be terminated in accordance with its terms. This remedy will be deemed to have been automatically exercised on the occurrence of any event set out in Sections 7.01(f), (g) or remedy herein conferred (h). (d) Agent Bank and/or L/C Issuer may, or at the direction of the Requisite Lenders will, direct the Borrowers to pay (and each of the Borrowers hereby jointly and severally agree upon receipt of such notice to pay) to the Lender is intended L/C Issuer an amount in Cash equal to the then outstanding L/C Exposure, such Cash to be exclusive held by L/C Issuer in the Cash Collateral Account as security for the repayment of all L/C Reimbursement Obligations thereafter occurring. (e) The Banks and/or Agent Bank may exercise any and all remedies available to Banks or Agent Bank under the Loan Documents. (f) In the event Borrowers have failed to provide any insurance required under Section 5.09, Agent Bank may elect at its discretion to, or shall at the direction of Requisite Lenders, purchase such insurance. All payments made by Agent Bank for the purpose of providing the insurance coverages required under Section 5.09 shall be deemed amounts advanced under Section 5.12 of this Credit Agreement. (g) The Banks and/or Agent Bank may exercise any other right remedies available to Banks or remedy contained herein Agent Bank at law or existing at law, in equity, by statute including requesting the appointment of a receiver to perform any acts required of Borrowers, or otherwiseany of them, under this Credit Agreement, and every Borrowers hereby specifically consent to any such right request by Banks. For the purpose of carrying out this section and exercising these rights, powers and privileges, Borrowers hereby irrevocably constitute and appoint Agent Bank as their true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this paragraph in the name and on behalf of Borrowers. Agent Bank on behalf of Lenders may exercise one or more of Lenders' remedies simultaneously and all its remedies are nonexclusive and cumulative. Lenders shall not be required to pursue or exhaust any Collateral or remedy before pursuing any other Collateral or remedy. Lenders' failure to exercise any remedy for a particular default shall not be cumulative and shall be in addition deemed a waiver of (i) such remedy, nor their rights to every exercise any other such remedy for that default, nor (ii) their right or to exercise that remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisefor any subsequent default.

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 19 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 Leased Premises without termination of this lease, and upon any such declarationuse its best efforts to lease the Leased Premises to or enter into an agreement with another person for the account of TENANT; b) terminate this lease, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days exclude TENANT 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 toLeased Premises, 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 Leased 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 TENANT from the expiration possession of the five (5Leased Premises, with or without terminating this lease and operate the Leased Premises itself; d) business day period until such unpaid and outstanding Loan Amount terminate the lease, exclude TENANT 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 to Leased Premises on such terms and conditions as LESSOR, in its sole discretion, shall determine and retain all the proceeds of such sale for XXXXXX’S own account; e) exercise any right remedies available to it under the Minnesota Uniform Commercial Code; and/or 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 TENANT 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 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 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 expressly required or now or hereafter existing at required by law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event In the event that the Closing does not occur as provided in this Agreement due to the failure of Default Seller to comply with any of its material obligations under this Agreement, Buyer may (other than an insolvency Event of Defaulti) has occurred and is continuing, the Lender, cancel this Agreement by notice delivered to Seller and Escrow Agent on or before the Closing, in which event the Xxxxxxx Money shall be refunded to Buyer; or (ii) Buyer may seek specific performance of this Agreement. Either of the remedies described in (i) and (ii) of this subparagraph shall be Buyer’s sole remedy in lieu of any other remedy at law or equity, subject to the Companyfollowing sentence. Buyer hereby waives and covenants not to assert any right to seek or obtain monetary damages resulting from Seller’s breach; provided that if specific performance is not available as a remedy to Buyer, Buyer may declare pursue an action against Seller to recover the Loan Amount actual damages resulting from Seller’s pre-closing breach. Buyer expressly waives any claim against Seller for incidental, consequential or special damages; provided, however, that if Seller knowingly and willfully breaches its obligation to convey the Property to Buyer at Closing subject only to Permitted Exceptions and Buyer is unable to obtain specific performance of this Note Agreement, then Buyer shall be entitled to pursue against Seller all available remedies at law or equity. (b) In the event that the Closing does not occur prior to the Closing due to the failure of Buyer to comply with any of its material obligations under this Agreement, then Seller may either waive such failure and close the Escrow or cancel this Agreement. In the event of such cancellation, Buyer shall be responsible for all of Escrow Agent’s escrow fees, title costs, and other out of pocket expenses incurred in connection with the Escrow. Because damages for non-performance by Buyer would be difficult or impossible to ascertain in the event of any cancellation under this subparagraph, Seller, as its sole remedy, shall retain the sum of the Xxxxxxx Money and all accrued interest earned thereon as liquidated damages (not as a penalty), Buyer and Seller agreeing that the Xxxxxxx Money represents a reasonable estimate of the damages Seller would suffer as a consequence of a material breach of this Agreement by Buyer. Escrow Agent shall have no right to withhold any portion of its escrow fees or title fees from the Xxxxxxx Money. (c) No act, failure to act or event or circumstance which might be deemed to be immediately due a default by either party shall be deemed to be a default under any of the provisions of this Agreement unless and payable, until notice thereof is first given by the non-defaulting party to the party alleged to be in default and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately said party fails to cure the alleged default 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 Lenderthereafter. (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. Any breach or violation of any provisions of the Lease by Subtenant (continuing beyond the expiration of applicable notice and cure periods in the Lease) 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 delivered to the other party at the same time), 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 by Tenant under the Lease and (other than an insolvency Event ii) Landlord may give written notice of Default) has occurred and is continuing, the Lender, by notice such default to the Company, may declare party in violation (with a copy of such notice delivered to the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableother party at the same time), 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, as between Subtenant and Landlord, 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)(1)(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(h)(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 Upon the occurrence and during the continuance of any Event of Default specified in Section 8.1(a) through Section 8.1(k), the Lender at its option may declare the Note(s) (principal, interest and other than an insolvency Event of Defaultamounts) has occurred and is continuing, any other amounts owed to the Lender, by notice to the Companyincluding without limitation any accrued but unpaid Revolving Loan Commitment Fee, 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 notice or demand of any declaration or kind. Upon the occurrence of any act Event of Default specified in Section 8.1(l) through Section 8.1(m), the Note(s) (principal, interest and other amounts) and any other amounts owed to the Lender, including without limitation any accrued but unpaid Revolving Loan Commitment Fee, will be immediately and automatically due and payable without action of any kind on the part of any the Lender. Such declaration Upon the occurrence and during the continuance of acceleration may be rescinded any Event of Default, any obligation of the Lender to make any Loan will immediately and past defaults may be waived by automatically terminate without action of any kind on the part of the Lender, and the Lender may exercise any rights and remedies under this Agreement, the Note(s), any Loan Document (including without limitation any pertaining to collateral), and at law or in equity. (b) The Lender may, by written notice to the Borrower, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which will be for such period and subject to such conditions as are specified in any such notice. In the case of any such waiver, the Lender and the Borrower will be restored to their former position and rights under this Agreement, and any Event of Default or Unmatured Event of Default so waived is deemed to be cured and not continuing; but no such waiver will 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 the Lender to exercise of any right right, power or privilege under this Section shall operate as a waiver Agreement will preclude any other or further exercise thereof or the exercise of such right any 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 not limited to reasonable attorneys’ fees, incurred by remedies of 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 provided are cumulative and not 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 of Default (other than an insolvency Event of Default) has occurred shall occur and is be continuing, the LenderLender may, by notice to or the Company, Lenders in respect of a majority in aggregate principal amount of the Advances outstanding may declare instruct 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 Collateral Agent to, and this exercise 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 Note shall bear interest at, 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 or Event of 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 Advances or on any claim for interest and fees in respect of the Advances. If an Event of 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. (a) If an Event of Default exists, (other than a) (i) the holder of any Series A Note then outstanding, with respect to an insolvency Event of DefaultDefault under Section 11.1(a) has occurred or (ii) hereof the holder or holders of at least 25% in aggregate unpaid principal amount of the Series A Notes then outstanding, with respect to any Event of Default under Section 11.1 (b) or (c) hereof, may exercise any right, power or remedy permitted to it or any of them by law (it being intended by the parties hereto that no remedy is to be exclusive and that each remedy is continuingto be cumulative), and shall have, in particular, without limiting the generality of the foregoing, the Lenderright, by notice to the CompanyAEGON, may to declare the Loan entire Repayment Amount of this and all interest accrued on such Series A Note to be, and such principal amount and accrued interest shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (b) in the case of an Event of Default under Section 11.1(d) or (e) hereof, the entire Repayment Amount of and all accrued interest thereon to be immediately and premium on the Series A At any time after the Repayment Amount of and interest accrued on any Series A Note is declared due and payable, and upon before a judgment or decree for payment of the money due has been obtained, the holders of at least a majority in aggregate unpaid principal amount of Series A Notes then outstanding, by written notice to AEGON, may rescind and annul such declaration and its consequences if (i) all sums payable under the Series A Notes (except any principal amount or interest on the Series A Notes which has become payable solely by reason of such declaration) shall have been duly paid and (ii) all Events of Default, other than nonpayment of amounts which have become due solely by such declaration, have been cured or waived as provided in Section 12.2 hereof. No such Loan Amount rescission and accrued interest annulment 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 affect any subsequent Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any or 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 rightsright, 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 power 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 otherwiseconsequent thereon.

Default Remedies. A. The Qualifying Grantee shall be in default of this Agreement for any of the reasons specified in Sec. 8 of the Rules, and if the Qualifying Grantee fails to cause to be built and sold Affordable Housing units in accordance with this Agreement. Events of default include but are not limited to the following: (a1) If the Qualifying Grantee assigns an Event of Default Affordable Housing lot without the Town’s prior written consent; (2) the Qualifying Grantee sells an Affordable Housing unit to anyone other than an insolvency Event Eligible Buyer; (3) the Qualified Buyer fails to preserve the long-term affordability of Default) has occurred and the property that is continuing, the Lender, by notice to the Company, may declare the Loan Amount subject of this Note and all accrued interest thereon agreement; or (4) the Qualifying Grantee fails 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 comply with the Lender’s written requestAffordable Housing Development Schedule. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodof default, the interest rate on Town shall provide the unpaid Qualifying Grantee written notice of default and outstanding Loan Amount the Qualifying Grantee shall thereafter have thirty (30) days or such additional time as the Town specifies in its notice to cure. B. The Qualifying Grantee agrees that, in the event of the Qualifying Grantee’s uncured default under this Note Agreement, the Town will have no practical means of measuring its damages or other adequate remedy at law. Therefore, in the event of an uncured default, the Town shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or entitled 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 following 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 equityany combination, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every any other remedies that may be available to it: i. For each Affordable Housing unit that is not constructed and sold in accordance with this agreement, the Qualifying Grantee shall be deemed to have selected cash payment as an alternative means of compliance. For each such right unit, the Qualifying Grantee shall pay the Town the applicable Maximum Target Home Price of the Affordable Housing unit that would have otherwise been constructed under this Agreement. ii. The Town shall be entitled to injunctive relief to require the Qualifying Grantee to specifically perform this Agreement. iii. For each Affordable Housing unit that is not constructed and sold to an Eligible Buyer, the Qualifying Grantee shall pay whatever fees and costs may have been waived under this Agreement. iv. The Town may refuse to grant any further development approvals required for the Project or remedy contained herein and therein related future phases until the Qualifying Grantee performs this Agreement or now or hereafter existing at lawmakes all required remedial payments. C. If the Town substantially prevails in a judicial action to enforce this Agreement, in equity, by statute or otherwisethe Town shall be entitled to its reasonable attorney’s fees.

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 with respect to any Property 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 Buyer, Buyer may at Buyer’s sole option either: (i) by written notice given to Seller and Escrow Agent terminate this Agreement as to the Lenderaffected Property(ies), whereupon each such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate reductions in the Purchase Price and Deposit), and Seller will promptly reimburse Buyer for all reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees and costs) incurred by Buyer in connection with Buyer’s Diligence or this transaction related to each such Removed Property; (ii) by written request. In the notice given to Seller and Escrow Agent terminate this Agreement in its entirety, in which event the Company fails Deposit 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 Properties, Buyer’s Diligence or this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased totransaction, 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; (5iii) business day extend the date scheduled for Closing for such period until of time as Buyer deems reasonably necessary to allow Seller to cure or remedy such unpaid breach (but without prejudice to Buyer’s ability to thereafter invoke its other remedies hereunder should Seller fail to timely cure such breach); or (iv) seek specific performance against Seller, in which event the Closing Date will be automatically extended as necessary for Buyer to prosecute such 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 Deposit Master Purchase and Sale Agreement Walgreens—4 Pack 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 Deposit represents 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 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 hereunderINCLUDING ANY EQUITABLE OR LEGAL REMEDIES. (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. (a) If an Event of In the event that, at any time, Buyer shall, reasonably and in good faith, determine that a Default (other than an insolvency Event as defined in subparagraph (b) hereof) by the Sellers exists, Buyer shall cause the Escrow Agent to deliver to each of Defaultthe Sellers a written notice (the "Default Notice"), which Default Notice shall specify, in detail, (i) has occurred the alleged Default and (ii) if the claim of Buyer is continuingfor a fixed and ascertainable amount only, the Lender, by notice aggregate amount of such indemnification obligation (after taking into account any deductible) together with any estimate for fees and costs related to such claim (the Company, may declare "Indemnity Amount"). If the Loan Amount of this Note and all accrued interest thereon actual damages are determined to be immediately due greater than the fixed and payableascertainable amount or if the costs and expenses are greater than estimated, and upon any such declaration, such Loan Amount and accrued interest the Buyer shall thereupon become due and payable immediately within five not be limited in its remedies to what is set forth in the Default Notice. The Sellers Representative shall have a period of fifteen (515) business days from following the Lender’s provision of the Default Notice within which to deliver to Buyer a written requestnotice (the "Response Notice"), which Response Notice shall advise Buyer (a) that the Sellers agree with the alleged Default and, if the claim of Buyer is for a fixed and ascertainable amount, with the Indemnity Amount set forth in the Default Notice, or (b) that the Sellers do not agree with the alleged Default or, if the claim of Buyer is for a fixed and ascertainable amount, with the Indemnity Amount set forth in the Default Notice. If (i) the Sellers shall advise the Buyer, in the Response Notice, that they agree with the alleged Default and the Indemnity Amount set forth in the Default Notice or (ii) if the Sellers Representative fails to send to Buyer a Response Notice, within the fifteen-days period described above, then no dispute shall exist and the Escrow Agent shall proceed, if so instructed by Buyer ("Buyer Instruction"), to deliver to Buyer an aggregate number of Pledged Shares equal to the Indemnity Amount divided by the "Share Value" on the date of the Buyer Instruction. The Share Value shall mean the greater of (i) $2.00 per share and (ii) the average of the final trading price of a share of Buyer's common stock during the 30-days period preceding the date of the Buyer Instruction. If, on the other hand, the Sellers Representative shall advise the Buyer in the Response Notice that the Sellers do not agree with the alleged Default or, if the claim of Buyer is for a fixed and ascertainable amount, with the Indemnity Amount set forth in the Default Notice (specifying in detail Sellers' disagreement), a dispute (the "Dispute") shall be deemed to exist between the Buyer and the Sellers. The Buyer and the Seller Representative shall endeavor in good faith to resolve the Dispute by direct consultation and negotiation with each other. In the event Buyer and Sellers Representative are unable to resolve the Company fails to pay all outstanding Amounts Dispute within this five ten (510) business day perioddays after the provision to the Buyer of the Response Notice, the interest rate on the unpaid and outstanding Loan Amount of this Note Dispute shall be increased toresolved by a court as provided in Section 9 (a) hereof. From and after that point in time that a Dispute shall be deemed to exist, and this Note shall bear interest atif any cash or stock dividend, a monthly rate equal reclassification of shares, stock split, readjustment, exchange, substitution, warrant, option or right to one and a half percent (1.5%) acquire additional securities is effected or issued with respect to the maximum rate permitted Pledged Shares, all shares or securities that the Sellers shall become entitled to receive as a result thereof shall promptly be delivered to the Escrow Agent and shall constitute Pledged Shares to be held until the Dispute is resolved as provided herein (together with appropriate instruments of transfer duly endorsed in blank). If, in accordance with the terms and provisions of Section 10 (a) hereof, such a court enters a final judgment determining indemnification proceeds, or any other proceeds related thereto, to be paid to the Buyer by law (the "Default Rate") from Sellers, the expiration Buyer, in addition to any other remedies available at law, shall be entitled to exercise all of the five (5) business day period until such unpaid rights and outstanding Loan Amount remedies with respect to the Pledged Shares of this Note is repaid in full. If an insolvency Event of Default has occurred, a secured party under the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration Uniform Commercial Code or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderother applicable law. (b) No course For purposes of dealing or delay or failure on this Agreement, a default ("Default") shall be deemed to have occurred hereunder if (i) the part Sellers are obligated to indemnify the Buyer pursuant to Section 7.1 of the Lender Purchase Agreement, subject to exercise any right under this the provisions of Section shall operate as a waiver of such right 7.2 thereof; and (ii) the Sellers sell, assign, transfer or otherwise prejudice dispose of, or grant a lien on or security interest in or option or right with respxxx xx, xx xtherwise encumber the Lender’s rights, powers and remedies. The Company will pay Pledged Shares 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 part thereof or in otherwise enforcing any of the Lender's rights hereunderinterest therein. (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: (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 twenty (20) 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 the City that it anticipates either condition; (iv) Licensee takes any action to, or notifies the City 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, the City shall have the option to pursue any remedies available to it at law or in equity without any additional notices to Licensee. The City’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 the City; (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 the City on demand for any expenses which the part of the Lender to exercise any right City may incur in effecting compliance with Licensee’s obligations under this Section shall operate as a waiver License, but without rendering the City liable for any damages resulting to Licensee or the Facilities from such action; and (iii) pursuit of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, all other remedies available 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 City at law 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. Licensee shall be in "Default" under this License if: (ai) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, Licensee does not pay any amount payable 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 Licensee hereunder within five (5) days after notice from Licensor and/or Founders Space that such payment is due and unpaid; (ii) Licensee violates the terms of this License and fails to cure such violation within ten (10) days after notice from Licensor and/or Founders Space of such violation or materially defaults more than three (3) times under this License; (iii) Licensee causes a non-curable material default by Licensor under the Lease or (iv) Licensee uses the Building for any operations or purposes which are either prohibited by this License or illegal. This License shall automatically terminate upon the occurrence of a Default. Upon termination of the License, Licensee agrees to remove its personal property and leave the Building: (i) within three (3) business days from after a termination prior to the Lender’s written requestExpiration Date; or (ii) for termination based on a breach by Licensee of this License, upon the termination date. Licensor is not responsible for property left in the Building after termination. If Licensee does not remove any property belonging to it within three (3) business days after termination, Licensee shall be conclusively deemed to have abandoned and conveyed such property to Licensor, or, at Licensor's option, Licensor may remove and store the same and Licensee shall pay to Licensor upon demand all costs of such removal and storage. In the addition, if any event the Company fails to pay all outstanding Amounts within this five (5) business day periodof Default occurs, the interest rate on the unpaid and outstanding Loan Amount of this Note Licensor shall in addition 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 entitled to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s and all rights, powers and remediesremedies to which it is entitled under the provisions of this License as well as all rights and remedies available at law or in equity. The Company will pay or reimburse the Lender, All rights and remedies granted to the extent permitted by lawLicensor are cumulative and Licensor shall have the right to exercise any one or more of such rights and remedies alternatively, 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 successively 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 lawconcurrently as Licensor may, in equityits sole and absolute discretion, 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 otherwisedeem advisable.

Default Remedies. (a) If an Upon the occurrence of any Event of Default (other than an insolvency Event of Default) has occurred and is continuingspecified in Sections 10(a)-10(l), the Lender, by notice to the Company, Lender at its option may declare the Loan Amount of this Note Liabilities (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 any declaration notice or any act on the part demand of any Lenderkind, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BORROWER (except as and if otherwise specifically set forth herein), whereupon the entire unpaid principal balance of the Liabilities, all interest accrued thereon, and any other Liabilities shall thereupon at once mature and become due and payable. Such declaration Upon the occurrence of any Event of Default specified in Sections 10(m)-10(n), all Liabilities (principal, interest and other amounts) shall be immediately and automatically due and payable without notice, demand or other action of any kind, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY BORROWER. Upon the occurrence of any Event of Default, Lender may exercise any rights and remedies under this Agreement, any Related Document or other collateral document, and at law or in equity. The time of payment of the Liabilities is also subject to acceleration may be rescinded and past defaults may be waived by the Lenderif an Event of Default occurs. (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. 12.

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 is continuing, the Lender, by notice with respect to the Company, may declare the Loan Amount of this Note Property 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 breach is not cured within five (5) business days of receiving written notice from Buyer, Buyer may at Buyer’s sole option either: (i) by written notice given to Seller and Escrow Agent terminate this Agreement as to the LenderProperty, whereupon this Agreement shall terminate, Buyer shall receive a return of its Deposit, and Seller will promptly reimburse Buyer for all reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees and costs) incurred by Buyer in connection with Buyer’s written request. In due diligence or this transaction, not to exceed Fifty Thousand and No/100 US Dollars ($50,000); and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; or (ii) seek specific performance against Seller, in which event the Company fails Closing Date will be automatically extended as necessary for Buyer to pay all outstanding Amounts prosecute such action; provided however, that Buyer must file an action for such specific performance within this five sixty (560) business day period, days of the interest rate on the unpaid and outstanding Loan Amount of this Note Closing Date or Buyer shall be increased todeemed to have elected to proceed under Section 20(a)(i). 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 this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) remedies available at law 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 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 prior to Closing, 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 Deposit 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 Deposit represents 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 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 hereunderINCLUDING ANY EQUITABLE OR LEGAL REMEDIES. (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. At any time and from time to time following the occurrence and during the continuance 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) If - (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 twelve percent (1.512%) per annum or to the maximum rate permitted by under applicable law for the first three (3) months following the "occurrence of such Event of Default, and at an interest rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate permitted under applicable law thereafter (“Default Rate") from Interest”). For the expiration avoidance of the five (5) business day period doubt, Lender may continue making Redemption Conversions at any time following an Event of Default 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 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 annulled by 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 this Section 4.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’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 Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof. Notwithstanding the foregoing, for purposes of this Note, if a Trigger Event has been cured by Borrower or waived by the Lender. (b) No course Lender or an Event 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 Default has been waived by Lender, then, unless otherwise agreed to the extent permitted by lawLender and Borrower, for all reasonable costs and expenses, including but not limited Lender shall no longer have any rights or remedies granted 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 it upon the Lender is intended to be exclusive occurrence of a Trigger Event or an Event of Default hereunder (except for any other right or remedy contained herein or existing at law, Trigger Effect that has already been applied and will remain 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 otherwiseeffect).

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. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingLicensee violates this License, the LenderMoorage Rules or the Vessel Best Management Practices of GHMB following emailed notice from GHMB to cease and desist such violation, 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 or if Licensee fails to pay all outstanding Amounts within this five (5) business day periodMonthly License Fees, the interest rate on the unpaid service charges, interest, Utility Fees or any other amount hereunder and outstanding Loan Amount such failure continues for a period of 3 days after GHMB has given Licensee emailed notice thereof, or if Licensee fails to perform any other term, covenant or condition of this Note License and such failure continues for a period of 7 days after GHMB has given Licensee emailed notice thereof, Licensee shall be increased toin default hereunder. Upon default, GHMB may exercise any and this Note shall bear interest atall remedies available to GHMB hereunder or otherwise provided by law. Without limiting the foregoing, a monthly rate equal to one GHMB may take reasonable measures including the use of chains, ropes and a half percent (1.5%) locks, or to the maximum rate permitted by law (the "Default Rate") removal from the expiration water, to secure the Vessel within the Marina and the Licensee specifically authorized GHMB to take all actions allowed under the law of the five (5) business day period until such unpaid and outstanding Loan Amount State 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 expensesWashington, including but not limited to reasonable attorneys’ feesRCW 88.26, incurred by to sell the Lender in collecting any sums vessel and to terminate this License without limiting the liability of Licensee for all amounts due on hereunder. Upon termination of 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 otherwiseLicense, and every such right or remedy if Licensee has not already done so, GHMB shall be cumulative authorized to remove the Vessel and shall be all property of Licensee from the Slip and the Marina, all at the cost, expense and risk of Licensee. Licensee grants to GHMB a security interest in the Vessel and all equipment, parts, and/or materials related to the Vessel, which interest secures all amounts owed to GHMB. If any payment is not made as provide in this Agreement, then, and in addition to every other such right all available remedies as provided herein, GHMB may sell the Vessel pursuant to the UCC after reasonable notice at public or remedy contained herein private sale, applying any proceeds to the cost of sale, then to amounts due to GHMB, and therein any surplus to owner. In any action or now or hereafter existing at lawproceeding for the collection of any sums that become payable hereunder, Licensee agrees to pay to GHMB, in equityaddition to the unpaid balance due, by statute an amount equal to the charge for said collection, not exceeding fifty (50) percent of the unpaid balance due as liquidated damages, because the damages are difficult or otherwiseimpossible to calculate.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Xxxxxx 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 (ac), (d), (e), (f) If or (g) 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 resulting from a Major Trigger Event, the Lenderupon written notice given by Xxxxxx 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, Xxxxxx may continue making Conversions at any time following a Trigger Event or 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 Xxxxxx 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 Xxxxxx at any time prior to payment hereunder and Xxxxxx 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 consequent thereon. Nothing herein shall operate limit Xxxxxx’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 Xxxxxxxx’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. (a) If an Event Upon the occurrence of Default (other than an insolvency any Event of Default) has occurred , Landlord may at its option pursue any one or more of the following remedies, and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note any and all accrued interest thereon other rights or remedies accruing 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 Landlord 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 occurredor otherwise, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable 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 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, demand to the extent permitted by applicable law: A. Commence eviction proceedings with or without the termination of this Lease. Tenant shall remain liable for the payment of all Rent accruing after any writ of possession as to the Premises is issued to Landlord. B. Terminate Xxxxxx’s right to possession without terminating this Lease. Upon any such termination of Tenant’s right to possession only without termination of the Lease, for all reasonable costs Landlord may, at Landlord’s option, enter into the Premises, remove Xxxxxx’s signs and expensesother evidences of tenancy, and take and hold possession thereof as provided below, without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from any obligation, including but not limited Tenant’s obligation to reasonable attorneys’ feespay Rent including any amounts treated as Additional Rent, incurred by hereunder for the Lender in collecting full Term. In any sums due on this Note or in otherwise enforcing any such case, Tenant shall pay forthwith to Landlord, if and when Landlord so elects, a sum equal to the discounted then present value of the Lender's rights hereunder. Rent, including any amounts treated as Additional Rent hereunder (ccalculated for this purpose only in an amount equal to the Additional Rent payable during the calendar year most recently ended prior to the occurrence of such Event of Default), and other sums provided herein to be paid by Tenant for the remainder of the stated Term hereof, discounted at a rate of eight percent (8%) No right per annum. The payment of the foregoing amounts shall not constitute payment of Rent in advance for the remainder of the Term. Instead, such sum shall be paid as agreed liquidated damages and not as a penalty; the Parties agree that it is difficult or remedy herein conferred upon impossible to calculate the Lender damages which Landlord will suffer as a result of Xxxxxx’s default, and this provision is intended to be exclusive provide a reasonable estimate of such damages. Tenant waives any right to assert that Landlord’s actual damages are less than the amount calculated hereunder; Landlord waives any right to assert that its damages are greater than the amount calculated hereunder. Upon making such payment and after Xxxxxxxx has received in full the balance of the Rent and other sums it would have received over the remainder of the Term (i.e., the difference between face amount of Rent and Additional Rent due hereunder for the entire Term and the discounted amount paid to Landlord by Xxxxxx), together with the reimbursement or payment of any other right or remedy contained herein or existing at lawsums expended by Landlord on account of the cost of repairs, in equityalterations, by statute or otherwiseadditions, redecorating, and every such right or remedy Xxxxxxxx’s expenses of reletting and collection of the rental accruing therefrom (including, without limitation, any attorney’s fees, paralegal fees, broker’s commissions, investigative fees and costs incurred, through all appeals, bankruptcy proceedings, tribunals and collection efforts), Tenant shall be cumulative and receive from Landlord the overage of any Minimum Rent received by Landlord from other tenants on account of the Premises during the Term hereof, provided that the amounts to which Tenant shall be become so entitled shall in addition no event exceed the entire amount actually paid by Tenant to every other such right or remedy contained herein and therein or now or hereafter existing at lawLandlord pursuant to this subsection. C. Commence proceedings against Tenant for all amounts owed by Tenant to Landlord, in equitywhether as Minimum Rent, by statute Additional Rent, damages or otherwise. D. Terminate the Lease, in which event Xxxxxx shall immediately surrender the Premises to Landlord. Xxxxxx agrees to pay on demand the amount of all loss and damage which Landlord may suffer by reason of the termination of the Term under this Section 19.2 or otherwise. E. Upon any termination of Xxxxxx’s right to possession only, without termination of the Lease, Landlord may, at Landlord’s option, enter into the Premises, remove Xxxxxx’s signs and other evidences of tenancy, and take and hold possession thereof as provided below, without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from any obligation, including Tenant’s obligation to pay Rent, including any amounts treated as Additional Rent, hereunder for the full Term. In any such case, Landlord may relet the Premises on behalf of Tenant for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such terms and conditions (which may include concessions of free rent and alteration, repair and improvement of the Premises) as Landlord, in its sole discretion, may determine and receive directly the Rent by reason of the reletting. Xxxxxx agrees to pay Landlord on demand any deficiency that may arise by reason of any reletting of the Premises. Xxxxxx further agrees to reimburse Landlord upon demand for any expenditures made by Landlord for remodeling or repairing in order to relet the Premises and for all other expenses incurred in connection with such reletting (including, without limitation, any attorney’s fees, paralegal fees, broker’s commissions, investigative fees and costs incurred, through all appeals, bankruptcy proceedings, tribunals and collection efforts). Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon such reletting. No such refusal or failure shall operate to relieve Tenant of any liability under this Lease. Tenant shall instead remain liable for all Rent and for all such expenses. F. Enter upon and take possession of the Premises, without being liable for prosecution of any claim for damages or for trespass or other tort. G. Do or cause to be done whatever Tenant is obligated to do under the terms of this Lease, in which case Xxxxxx agrees to reimburse Landlord as Additional Rent on demand for any and all costs or expenses which Landlord may thereby incur. Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting compliance with Tenant’s obligations under this Section 19.2, whether caused by the negligence of Landlord or otherwise. H. Enforce the performance of Xxxxxx’s obligations hereunder by injunction or other equitable relief (which remedy may be exercised upon any breach or default or any threatened breach or default of Tenant’s obligations hereunder). I. Pursue any other rights and remedies available under applicable law.

Default Remedies. 17.1 Default The occurrence of any of the following shall constitute a material default and breath of this Lease by Tenant (a) If an Event Any failure by Tenant to pay the rent or any other monetary sums required to be paid hereunder when due; (b) The abandonment or vacation of Default the Premises by Tenant. Absence from the Premises for ten (10) consecutive days or more shall conclusively be deemed abandonment or vacation of the Premises; (c) Tenant or any agent of Tenant falsifies any report or misrepresents other than an insolvency Event of Defaultinformation required to be furnished to Landlord; (d) has occurred A failure by Tenant to observe and is continuing, the Lender, by notice to the Company, may declare the Loan Amount perform any other provision of this Note and all accrued interest thereon Lease to be immediately due and payableobserved or performed by Tenant, and upon any where such declarationfailure continues for twenty (20) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such Loan Amount and accrued interest shall thereupon become due and payable immediately that the same cannot reasonably be cured within five said twenty (520) 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, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion; (e) The making by Tenant of any general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest rate on in this Lease, where possession is not restored to Tenant within thirty (30) days; the unpaid and outstanding Loan Amount attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent Lease where such seizure is not discharged within thirty (1.5%30) days; or to the maximum rate permitted by law (the "Default Rate") from the expiration evidence of the five (5) business day period until such unpaid and outstanding Loan Amount inability 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 Tenant or any act on the part guarantor 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 Tenant's obligations under this Section shall operate as a waiver Lease to pay its debts when due; and (f) The death of such right Tenant 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 guarantor of the LenderTenant's rights hereunderobligations. (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 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. (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 default in the observance or performance of any term, covenant or condition on the part of Tenant to be observed or performed under any other agreement with Owner and such default shall continue beyond any grace period set forth in such other agreement for the remedying of such default; or (v) if Tenant shall desert or abandon the Demised Premises or Tenant's equipment; or (vi) 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) Acceleration If an any Event of Default (other than an insolvency Event of Default) has occurred shall occur and is be continuing, the LenderLender and/or the Trustee as applicable in accordance with the Trust Deed may, by notice in writing to the Company, may Borrower (with a copy to the Trustee): (i) declare the Loan Amount Facility and the obligations of this Note the Lender hereunder to be immediately terminated, whereupon the Facility and such obligations shall terminate; and (ii) declare all accrued interest thereon amounts payable by the Borrower hereunder that would otherwise be due after the date of such termination to be immediately due and payable, and upon any whereupon all such declaration, such Loan Amount and accrued interest amounts 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 payable, all 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 kind, which are expressly waived by the LenderBorrower; provided, however, that if any event of any kind referred to in sub Clause 11.1(e) (Bankruptcy and Insolvency) occurs, the Facility and obligations of the Lender hereunder shall immediately terminate, and all amounts payable hereunder by the Borrower that would otherwise be due after the occurrence of such event shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or notice of any kind, which are expressly waived by the Borrower. (b) No course Amounts due on demand If, pursuant to sub Clause 11.3(a) (Acceleration), the Lender and/or the Trustee declares the outstanding principal amount of dealing or delay or failure the Facility to be due and payable on the part demand of the Lender to exercise and/or the Trustee, then, and at any right under this Section shall operate as a waiver of such right or otherwise prejudice time thereafter, the Lender’s rightsLender and/or the Trustee, powers and remedies. The Company will pay or reimburse the Lendermay, by written notice to the extent permitted by lawBorrower, for all reasonable costs require repayment of the outstanding principal amount of the Facility on such date as it may specify in such notice (whereupon the same shall become due and expenses, including but not limited to reasonable attorneys’ fees, incurred payable on such date together with accrued interest thereon and any other sums then owed by the Lender Borrower hereunder) or withdraw its declaration with effect from such date as it may specify in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereundersuch notice. (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 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) 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 other amounts) 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 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 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 or 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. (a) If The following shall each be deemed to be an Event event of Default default under this Lease: (i) The failure by Lessee to pay Minimum Royalties, Production Royalties or any other amount payable by Lessee under this Lease if such failure continues for twenty (20) days after written notice from Lessor that such amount is due; or (ii) A failure by either party to observe and perform any provisions of this Lease to be observed or performed by such party (other than an insolvency Event Lessee's obligation to pay), where such failure continues for thirty (30) days after written notice of Defaultsuch failure; provided, however, that if the nature of the obligation is such that more than thirty (30) has occurred days are required for performance, then the party shall not be in default if it commences performance within such thirty day period and is continuingthereafter diligently prosecutes the same to completion. 113 (b) In the event of any such default by either party, the Lender, non-defaulting party may elect to terminate this Lease by written notice to the Companydefaulting party. In addition to the foregoing, may declare if a party fails to keep or perform any obligation required hereunder, the Loan Amount non-defaulting party shall have the right, but not the obligation, to perform such obligation on behalf of this Note the defaulting party, and the defaulting party shall reimburse the non-defaulting party for any and all accrued interest thereon to be immediately due sums so paid or costs and payable, and upon any expenses incurred within ten (10) days after submission of written verification of such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately payments. If the defaulting party has not reimbursed the non-defaulting party within five said ten (510) 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 non-defaulting party shall have the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal right to one and a half percent (1.5%) or to offset such amounts against any payments due 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 defaulting party hereunder. (c) In the event of a default by Lessee and termination of this Lease by Lessor, Lessor may, at any time after such default, without limiting Lessor in the exercise of any rights or remedies at law or in equity which Lessor may have by reason of such default, re-enter and take possession of the Leased Premises and remove any persons or property by appropriate legal action. (d) No right or remedy specified herein conferred upon the Lender is intended to shall be exclusive of any other right or remedy contained herein or existing at lawremedy, in equity, by statute or otherwise, and every such right or remedy but each shall be cumulative and shall be in addition to every other such right remedy available hereunder, at law or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (aA) If In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following shall constitute an Event of Default by Tenant hereunder: (i) the failure to make any payment of Rent or any installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the terms of any other agreement between Landlord and Tenant after written notice and grace period of five (5) days to cure (the notice and cure period shall not be offered for more than 2 defaults per 12 month period); (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord’s prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if the interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the date thereof; (iv) if any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an insolvency assignment for the benefit of creditors or if Tenant shall admit in writing its inability to meet Tenant’s debts as they mature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties; (vii) if Tenant shall fail to immediately discharge or bond over any lien placed upon the Premises in violation of this Lease; (viii) if Tenant shall abandon or vacate the Premises during the Term; (ix) if Tenant shall fail to execute and deliver an estoppel certificate or subordination agreement as required hereunder; or (x) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within twenty (20) days after written notice thereof to Tenant, provided, however, that if (x) Tenant can not through best efforts correct such failure within said twenty (20) day period, and (y) Tenant has provided Landlord with written documentation detailing the steps taken to correct the failure prior to the twentieth (20th) day of said period, then Tenant shall have such longer period as is reasonably required to correct any such default not to exceed twenty (20) additional days; provided, however, that if said failure involves the creation of a condition which, in Landlord’s reasonable judgment, is dangerous or hazardous, Tenant shall be required to cure same within 24 hours. (B) Upon the occurrence of an Event of Default) has occurred Default by Tenant beyond any applicable notice and is continuingcure period, the Lenderunamortized cost of all legal fees, Tenant allowances, work performed by Landlord to the Premises, and any other Tenant inducements paid or provided under this Lease plus interest on the foregoing items accruing from the date of such Event of Default at the Default Rate shall immediately become due, and Landlord may, at its option, with or without notice or demand of any kind to Tenant or any other person, exercise any one or more of the following described remedies, in addition to all other rights and remedies provided at law, in equity or elsewhere herein, and such rights and remedies shall be cumulative and none shall exclude any other right allowed by law: (i) Landlord may terminate this Lease, repossess and re-let the Premises, in which case Landlord shall be entitled to recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting. For the purpose of determining present value, Landlord and Tenant agree that the interest rate shall be the rate applicable to the then-current yield on obligations of the U.S. Treasury having a maturity date on or about the Expiration Date. Should the fair market rental value of the Premises for the balance of the Term (after deduction of all anticipated expenses of reletting) exceed the value of the Rent to be paid by Tenant for the balance of the Term, Landlord shall have no obligation to pay to or otherwise credit Tenant for any such excess amount; (ii) Landlord may, without terminating the Lease, terminate Tenant’s right of possession, repossess the Premises including, without limitation, removing all or any part of Tenant’s personal property in the Premises and to place such personal property in storage or a public warehouse at the expense and risk of Tenant, and relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to decorate, repair, remodel or alter the Premises. Tenant shall pay to Landlord as damages a sum equal to all Rent under this Lease for the balance of the Term unless and until the Premises are relet. If the Premises are relet, Tenant shall be responsible for payment upon demand to Landlord of any deficiency between the Rent as relet and the Rent for the balance of this Lease, all costs and expenses of reletting, and all reasonable decoration, repairs, remodeling, alterations, additions and collection of the rent accruing therefrom. Tenant shall not be entitled to any rents received by Landlord in excess of the rent provided for in this Lease. No re-entry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any breach, and in addition to the other remedies it may have, recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting. In the event Landlord repossesses the Premises as provided above, Landlord may remove all persons and property from the Premises and store any such property at the cost of Tenant, without liability for damage; and (iii) Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations of Tenant hereunder, make any payment or perform such other act on Tenant’s part to be made or performed as provided in this Lease. All sums so paid by Landlord and all necessary incidental costs shall be payable to Landlord as Additional Rent on demand and Tenant covenants to pay such sums. (iv) By notice to Tenant, Landlord shall have the Company, may declare the Loan Amount of this Note right to accelerate all Rent and all accrued interest thereon expense due hereunder and otherwise payable in installments over the remainder of the Term; and the amount of accelerated rent to the termination date, without further notice or demand for payment, shall be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately by Tenant within five (5) business days after Landlord has so notified Tenant, such amount collected from Tenant shall be discounted to present value using an interest rate of six percent (6%) per annum. Any Additional Rent which has not been included, in whole or in part, in accelerated rent, shall be due and payable by Tenant during the Lender’s written request. In remainder of the event Term, in the Company fails amounts and at the times otherwise provided for in this Lease. (C) Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this section from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. (D) Tenant shall promptly pay upon notice, as Additional Rent, all reasonable costs, charges and expenses incurred by Landlord (including, without limitation, reasonable fees and out-of-pocket expenses of legal counsel, collection agents, and other third parties retained by Landlord) together with interest thereon at the rate set forth in Section 5 of this Lease, in collecting any amount due from Tenant, enforcing any obligation of Tenant hereunder, or preserving any rights or remedies of Landlord; and Tenant shall pay all outstanding Amounts within reasonable attorneys’ fees and expenses arising out of any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned. (E) No waiver of any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on account of the violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver by Landlord shall be valid unless in writing and shall not affect any provision other than the one specified in such written waiver and that provision only for the time and in the manner specifically stated in the waiver. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of Rent shall not waive or affect said notice, suit or judgment. Landlord shall not be required to serve Tenant with any notices or demands as a prerequisite to its exercise of any of its rights or remedies under this Lease, other than those notices and demands specifically required under this Lease. Tenant expressly waives the service of any statutory demand or notice which may be specified in the Landlord and Tenant Act of Pennsylvania, Act of April 6, 1951, as amended, or ay similar or successor provision of law and agrees that five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note days’ notice shall be increased sufficient in any case where a longer period may be statutorily specified. (F) In addition 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 not in lieu 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 foregoing rights hereunder. (c) No right granted to Landlord: TENANT HEREBY EMPOWERS ANY PROTHONOTARY, CLERK OF COURT OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY AND ALL ACTIONS WHICH MAY BE BROUGHT FOR ANY RENT, OR ANY CHARGES HEREBY RESERVED OR DESIGNATED AS RENT OR ANY OTHER SUM PAYABLE BY TENANT TO LANDLORD UNDER OR BY REASON OF THIS LEASE, INCLUDING, WITHOUT LIMITATION, ANY SUM PAYABLE HEREUNDER, AND TO SIGN FOR TENANT AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION OR ACTIONS FOR THE RECOVERY OF SAID RENT, CHARGES AND OTHER SUMS, AND IN SAID SUIT OR IN SAID ACTION OR ACTIONS TO CONFESS JUDGMENT AGAINST TENANT FOR ALL OR ANY PART OF THE RENT SPECIFIED IN THIS LEASE AND THEN UNPAID INCLUDING, AT LANDLORD’S OPTION, THE RENT FOR THE ENTIRE UNEXPIRED BALANCE OF THE TERM OF THIS LEASE, AND ALL OR ANY PART OF ANY OTHER OF SAID CHARGES OR SUMS, AND FOR INTEREST AND COSTS TOGETHER WITH REASONABLE ATTORNEY’S FEES OF 5%. SUCH AUTHORITY SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS ANY OF SAID RENT OR SUCH OTHER SUMS, CHARGES, PAYMENTS, COSTS AND EXPENSES SHALL FALL DUE OR BE IN ARREARS, AND SUCH POWERS MAY BE EXERCISED AS WELL AFTER THE EXPIRATION OF THE TERM OR DURING ANY EXTENSION OR RENEWAL OF THIS LEASE. WHEN THIS LEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE OR ANY RENEWAL OR EXTENSION THEREOF, AND ALSO WHEN AND AS SOON AS THE TERM HEREBY CREATED OR ANY EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY AS ATTORNEY FOR TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS, WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE AS HEREINBEFORE SET FORTH, TO BRING ONE OR MORE ACTION OR ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE SAID PREMISES. In any action to confess judgment in ejectment or remedy herein conferred upon the Lender is intended for rent in arrears, Landlord shall first cause to be exclusive filed in such action an affidavit made by it or someone acting for it setting forth the facts necessary to authorize the entry of any other right or remedy contained herein or existing at lawjudgment, in equity, by statute or otherwiseof which facts such affidavit shall be conclusive evidence, and every if a true copy of this Lease (and of the truth of the copy such right or remedy affidavit shall be cumulative and sufficient evidence) be filed in such action, it shall not be in addition necessary to every other such right file the origins as a warrant of attorney, any rule of Court, custom or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisepractice to the contrary notwithstanding.

Default Remedies. On the failure of the Mortgagor to pay any of the taxes, assessments, debts, liens or other charges as the same become due and payable, or to insure the Mortgaged Property or deliver the policies of insurance as herein provided, or to perform any of the Mortgagor's agreements contained in this Mortgage or any other instrument evidencing or securing payment of the indebtedness hereby secured, the Mortgagee is hereby authorized, at the Mortgagee's option, to: (a) If an Event insure the Mortgaged Property, or any part thereof, and pay the costs of Default such insurance; (b) pay such taxes, assessments, debts, liens or other than an insolvency Event charges herein described, or any part thereof; and (c) remedy the Mortgagor's failure to perform hereunder and pay the costs associated therewith. The Mortgagor hereby agrees to refund on demand all sums so paid; and any sums so paid shall become a part of Defaultthe 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 the Mortgagee might otherwise have. In the event of the failure of the Borrower to make a loan payment as required by the terms of the Note, or to pay any of the taxes, assessments, debts, liens or other charges herein described, or to keep the Mortgaged Property insured in the manner herein provided, or to deliver renewal policies in the manner herein provided, or in the case of the actual or threatened destruction, demolition, removal, condemnation or taking of all or any part of the Mortgaged Property or on the breach of any of the terms of this Mortgage or any other instrument evidencing or securing payment of the indebtedness hereby secured, then, any of such events, whether the Mortgagee has paid any of the taxes, liens or other charges, or procured the insurance, or remedied the Mortgagor's failure to perform, all as above mentioned, or not, shall constitute default hereunder. In the event of default the Mortgagee may either: (1) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount principal of this the Note and all accrued interest thereon other sums hereby secured, without deduction and without notice, to be immediately due and payable, and upon the Mortgagee shall be entitled to foreclose this Mortgage by judicial proceeding, and shall be entitled to enter into possession of the Mortgaged Property and to collect the rents, issues and profits thereof, and shall be entitled to have a receiver appointed to take possession of the Mortgaged Property without notice, which notice the Mortgagor hereby waives, notwithstanding anything contained in this Mortgage or any such declarationlaw heretofore or hereafter enacted, such Loan Amount and accrued interest shall thereupon become due and payable immediately within or (2) after thirty-five (535) business days from the Lender’s prior 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 notice of the five (5) business day period until such unpaid specific default and outstanding Loan Amount right to cure sent by certified mail, declare the principal 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 all other sums hereby secured, without deduction, immediately due and payable without any declaration or any act on payable, and the part Mortgagee shall be entitled to foreclose this Mortgage by power of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by sale pursuant to 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. On such default the Mortgagee shall be entitled to exercise any right under this Section shall operate all further and additional remedies 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 might now or hereafter existing be accorded to the Mortgagee at law, law or in equity, by statute or otherwise.

Default Remedies. (a) If Upon the occurrence of an Event of Default (other than an insolvency Event Default, Lender may, at its election, without notice of Default) has occurred its election and is continuingwithout demand, 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 do 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 more of the five (5) business day period until such unpaid of the following, all of which are unconditionally 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 irrevocably authorized by Borrower: a. Accelerate and accrued Interest thereon will become declare immediately due and payable without any declaration or any act on all Obligations, including all principal and interest. b. Reduce the part Advance rate, reduce the Availability, and restrict the amount of any Lender. Such declaration further Advances. c. Cease making any Advances to or for the benefit of acceleration may be rescinded Borrower under this Agreement, and past defaults may be waived by the terminate further performance under this Agreement and any other agreement between Borrower and Lender. d. In its sole discretion, without liability to any other person, make such payments and do such acts as Lender considers necessary or reasonable: (bi) No course to protect the Collateral and/or its security interest therein; (ii) to prevent any of dealing Borrower's warranties or delay representations hereunder from being or failure on becoming incorrect, incomplete, or misleading; or (iii) to cause the payment of any sum or performance of any duty of Borrower hereunder. e. Send notice to all Contract Debtors directing them to make full payment of their Contract payments directly to Lender, instead of Borrower. All payments received by Borrower contrary to this subsection 11.1.e. shall be received in trust for the exclusive right of Lender, shall be segregated from other funds of Borrower, and shall forthwith be delivered to Lender. f. Enter any and all premises where the Collateral is located and take possession of the Collateral and/or require Borrower, at Borrower's expense, to assemble the Collateral and either immediately deliver all of the Collateral to Lender or make it available for delivery to Lender at a place or places designated by Lender. Should Lender exercise its right to possession of the Collateral hereunder, Borrower waives its right, if any, that Lender post a bond or any other type of security. g. Require Borrower to deliver to Lender all of the Contracts, and other documents representing the Collateral and to exercise, in Borrower's name, all of Borrower's rights thereunder. h. Sell all or any part of the Lender to exercise any right under this Section shall operate as Collateral at either a waiver public or private sale, or both, by way of such right one or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay more contracts or reimburse the Lender, to the extent permitted by lawtransactions, for all reasonable costs cash or on terms, in such manner and expenses, at such places (including but not limited to reasonable attorneys’ fees, incurred by Borrower's premises) as is commercially reasonable. Any deficiency in the Lender in collecting any sums due on this Note or in otherwise enforcing any Obligations which exists after disposition of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to Collateral, as provided above, will be exclusive of any other right or remedy contained herein or existing at law, in equity, immediately paid 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.Borrower. Any

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 to 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, Lessee applies for the Lender, by notice consent to the Companyappointment of a receiver, may trustee, or liquidator of Lessee or of all 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 the 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 demand Lessee. (b) No course of dealing To xxx for and recover all rents, and other payments, then accrued or delay thereafter accruing, or failure on the part with respect to any or 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. At any time and from time to time following the occurrence of any Event of Default, Xxxxxx 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 Xxxxxx 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, Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx’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.