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 Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender.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 Such declaration Upon the occurrence and during the continuance of acceleration any Event of Default, Lender may be rescinded exercise any rights and past defaults may be waived by the Lenderremedies under this Note, any related document or instrument (including without limitation any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

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

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

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

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

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

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

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

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

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

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

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

Default Remedies. (a) If an Event 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. (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 and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately paid by Tenant under this Lease within five (5) business days after Landlord shall have provided written notice to Tenant that the same is due, but such notice shall not be given more than twice in any twelve (12) month period such that any subsequent failure to make any such payment when due in said twelve month period shall constitute an Event of Default hereunder without the need for notice or grace 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 Lender’s 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 and such involuntary petition or appointment of a receiver is not dismissed or stayed within sixty (60) days of such filing or appointment; (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 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 discharge or bond over any lien placed upon the Premises in violation of this Lease within thirty (30) days after receiving written requestnotice of the existence of such lien; (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 such failure is not susceptible to being cured within such period of time, Tenant shall be entitled to such additional time as may be reasonably necessary so long as Tenant is diligently curing such failure and completes such cure within one hundred twenty (120) days thereafter; further provided, however, if such failure creates a condition that, in Landlord's reasonable judgement, is dangerous or hazardous then Tenant shall be required to commence such cure within three (3) business days following written notice and, subject to extension for Force Majeure (as defined in Section 30(G)) complete such cure within ten (10) business days. (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 in its commercially reasonable judgment. For the purpose of such reletting, Landlord is authori zed 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, and all actual costs and expenses of reletting. 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 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 waivmg 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. (C) If Tenant (i) fails to pay all outstanding Amounts within this Rent timely and such failure continues for five (5) days after written notice thereof (the payment of Rent in monthly installments being for the sole benefit and convenience of Tenant), (ii) fails to maintain the Security Deposit as required hereunder, and such failure continues for five (5) business day perioddays after written notice thereof, (iii) uses or permits or suffers 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 use of the Premises for any purpose other than the Permitted Use and such failure continues for five (5) business day period until such unpaid days after written notice thereof, or (iv) assigns or subleases the Premises in violation of the provisions of Section 14 hereof (Assignment/Subletting), then, because both parties agree that each of the foregoing defaults is a substantial and outstanding Loan Amount material breach of the Tenant's obligations hereunder, at the option of Landlord the entire balance of Rent due under 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 Lease shall become immediately due and payable without immediately as liquidated damages. Landlord and Tenant specifically acknowledge and agree that accelerating the Rent as liquidated damages is fair and reasonable because, among other reasons, each of the foregoing defaults is significant and material and the parties cannot foresee when in the Term any declaration or any act on such default may occur , what the part of any Lender. Such declaration of acceleration commercial rental market for the Premises may be rescinded and past defaults at the time of such default, what the cost of finding a substitute tenant may be waived by at such time, or how long the LenderPremises may remain vacant following any such default. (bD) No course Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of dealing this section from time to time and that no suit or delay or failure on the part recovery of the Lender any portion due Landlord hereunder shall be any defense to exercise any right under this Section subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. (E) Tenant shall operate promptly pay upon notice, as a waiver of such right or otherwise prejudice the Lender’s rightsAdditional Rent, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs costs, charges and expenses, including but not limited to reasonable attorneys’ fees, 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 Lender Default Rate, in collecting any sums amount due on this Note or in otherwise from Tenant, enforcing any obligation of the LenderTenant 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 Landlord's rights hereunderfault, to become involved or concerned. (cF) No right or remedy herein conferred upon the Lender is intended to be exclusive waiver of any other right 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 remedy contained herein or existing at law, in equity, by statute or otherwiserepeated subsequently, and every such right or remedy no express waiver by Landlord shall be cumulative valid unless in writing and shall be not affect any provision other than the one specified in addition 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 every other the receipt of such right monies, it being agreed that after the service of notice or remedy contained herein the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and therein collect any Rent due, and the payment of Rent shall not waive or now affect said notice, suit or hereafter existing at law, in equity, by statute or otherwisejudgment.

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 (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, 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 (“Default Interest”). For the "avoidance of doubt, Lender may continue making Redemption 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 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 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 consequent thereon. Nothing herein shall operate as a waiver of such right or otherwise prejudice the limit Lender’s rightsright to pursue any other remedies available to it at law or in equity including, powers and remedies. The Company will pay or reimburse 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 Lender, Note as required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount 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 DP fails to pay perform any obligation under this Agreement which at the time is binding upon DP, and such failure continues for a period of ten (10) days after DP's receipt of written notice of such failure from IRE, then IRE may, at IRE's option, either: (a) terminate this Agreement by giving written notice of such termination to DP, whereupon all outstanding Amounts within rights, duties and obligations of all the parties hereunder shall expire and this five Agreement shall in all respects become null and void, or (5b) business day period, the interest rate on the unpaid seek and outstanding Loan Amount obtain specific performance 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 Agreement without any declaration award for damages. IRE's right to terminate this Agreement without any award for damages or seek specific performance without any act on the part of award for damages are IRE's sole and mutually exclusive remedies. IRE's hereby waives and releases any Lenderother right or remedy that might otherwise be available at law or in equity. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderIRE hereby covenants that it shall not xxx DP to prove that IRE's actual damages exceed that which are provided for in this Agreement. (b) No course of dealing or delay or failure on In the part of the Lender event IRE fails to exercise perform any right obligation under this Section shall operate as Agreement which at the time is binding on IRE, and such failure continues for a waiver period of ten (10) days after IRE's receipt of written notice of such right or otherwise prejudice the Lender’s failure from DP, then DP may either: (a) terminate this Agreement whereupon all rights, powers duties and obligations of all the parties hereunder shall expire and this Agreement shall in all respects become null and void, or (b) seek and obtain specific performance of this Agreement without any award for damages. DP's rights to terminate this Agreement without any award for damages or seek specific performance are DP's sole and mutually exclusive remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs DP hereby waives 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 releases any other right or remedy contained herein that might otherwise be available at law or existing at law, in equity, by statute or otherwise, and every such right or remedy . DP hereby covenants that it shall be cumulative and shall be not xxx the IRE to prove that DP's actual damages exceed that which are provided for in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Agreement.

Default Remedies. (a) If an Event the Sublessee defaults in the observance or performance of Default (any of the Sublessee's covenants, agreements or obligations hereunder wherein the default can be cured by the expenditure of money, either the Sublessor or Landlord may, but without obligations and without limiting any other than an insolvency Event remedies which they may have by reason of Default) has occurred and is continuingsuch default, cure the Lenderdefault, by notice charge the cost thereof to the CompanySublessee and the Sublessee shall pay the same forthwith upon demand, may declare the Loan Amount of this Note and all accrued together with interest thereon to be immediately due and payable, and upon any at the highest permissible rate of interest allowed under the usury statutes of the State of Minnesota or in case no such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note 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 (of interest is provided, at the "Default Rate") from the expiration rate 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 Lender12% per annum. (b) No course of dealing or delay or failure on If the part Sublessee shall default as defined in Article 26 of the Lender Prime Lease, in the payment of any installment of rent or in the observance or performance of any of the Sublessee's covenants, agreements or obligations hereunder, or if any proceeding is commenced by or against the Sublessee for the purpose of subjecting the assets of the Sublessee to exercise any law relating to bankruptcy or insolvency or for an appointment of a receiver of Sublessee or of any of Sublessee's assets, of if Sublessee makes a general assignment of Sublessee's assets for the benefit of creditors, then, in any such event, the Sublessor may, without process, re-enter immediately into the Sublet Area and remove all persons and property therefrom, and at its option, nullify and cancel this Sublease with respect to all future rights or the Sublessee and have, regain, repossess and enjoy the Sublet Area, anything herein to the contrary notwithstanding. Sublessee hereby expressly waives the service of any notice in writing of intention to re-enter as aforesaid, and also all right under this Section shall operate as a waiver of restoration to possession of the Sublet Area after re-entry or after judgment for possession thereof. In the case of any such termination, the Sublessee will indemnify the Sublessor against all loss of rents and other damages, which it may incur by reason of such right or otherwise prejudice termination during the Lender’s rightsresidue of the term of this Sublease, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for also against all reasonable costs attorney's fees and expenses, including but not limited to reasonable attorneys’ fees, expenses incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms of this Sublease. (c) No right Neither Sublessee's interest in this Sublease, nor any interest herein of Sublessee nor any estate hereby created in Sublessee shall pass to any trustee or remedy herein conferred upon receiver or assignee for the Lender is intended to be exclusive benefit of creditors or otherwise by operation of law. In the event Sublessee shall become bankrupt or insolvent, or make a transfer in fraud of creditors, or make an assignment for the benefit of creditors, or take or have taken against Sublessee, or any proceeding of any kind under the provision of the Federal Bankruptcy Code or under any other right federal or remedy contained state insolvency, bankruptcy, reorganization or similar act or if a receiver or trustee is appointed for a substantial portion of Sublessee's assets, this Sublease shall immediately terminate and be of no further force or effect whatsoever, without the necessity for any further action by Sublessor, except that Sublessee shall not be relieved of obligations which have accrued prior to the date of such termination. Upon such termination, the provisions herein relating to the expiration or existing at lawearlier termination of this Sublease shall control and Sublessee shall immediately surrender the Sublet Area in the condition required by the provisions of this Sublease. Additionally, in equity, by statute or otherwise, and every such right or remedy Sublessor shall be cumulative and shall entitled to all relief, including recovery of damages from Sublessee, which may from time to time be in addition to every permitted, or recoverable, under the Federal Bankruptcy Code or any other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseapplicable laws.

Default Remedies. (a) If Section 17.1 The following events constitute an Event of Default under this Agreement: (i) if Licensee shall default in the payment and/or fail to pay in full any License Fee or 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 sums due Licensor hereunder when such payment becomes due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within the default/non-payment continues for five (5) business days from after written notice following the Lenderdue date of such payment, (ii) if any policy of insurance carried by or on behalf of Licensor with respect to the Premises shall be canceled or rendered void or voidable by reason of the use by Licensee of the Licensed Space in violation of the restrictions provided in this Agreement and if Licensee shall fail to cease such use within two (2) business days after Licensor or insurance company shall have given Licensee a written notice specifying such default, (iii) if Licensee shall fail to comply with any term, covenant or condition of Article XII (Legal Compliance) hereof, (iv) if Licensee shall file for bankruptcy, be declared insolvent, have a receiver appointed or assign substantially all of its assets to its creditors, or (v) if Licensee shall default in the observance or performance of any term, covenant or condition (other than the terms, covenants or conditions referred to in (i), (ii), (iii) or (iv) of this Section 17.1) of this Agreement to be observed or performed by Licensee, and Licensee shall fail to remedy such default within ten (10) days after written notice by Licensor to Licensee of such default. If at any time prior to or during the License Term, any one or more Events of Default occur, Licensor shall have the right, at Licensor’s written requestoption, to either: A. Terminate this Agreement, in which case Licensee shall immediately surrender the Licensed Space to Licensor. In the event the Company If Licensee fails to pay all outstanding Amounts within this five (5) business day periodsurrender the Licensed Space, the interest rate on Parties hereby agree that Licensor may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the unpaid Licensed Space and outstanding Loan Amount expel and remove Licensee, Licensee’s Personnel, Licensee’s Property and any parties occupying all or any part of the Licensed Space or the Premises; or B. Terminate Licensee’s right to possession of the Licensed Space, and the Parties agree the Licensor may, in compliance with applicable law and without prejudice to any other right or remedy, change the locks to the Premises & Licensed Space, without judicial process, and expel and remove Licensee, Licensee’s Personnel, Licensee’s Property and any parties occupying all or any part of the Licensed Space or the Premises. If Licensor terminates Licensee’s possession of the Premises or the Licensed Space under this Note Section, Licensor shall have no obligation to post any notice and Licensor shall have no obligation whatsoever to tender to Licensee a key for new locks installed in the Premises. The Licensee may either (i) terminate this Agreement; or (ii) attempt to cure the Events of Default, and if the Licensee cures the Events of Default to the Licensor’s reasonable satisfaction, the Licensor shall reinstate the Licensee’s right to possess. The Licensor may require the Licensee and any Licensee’s Personnel to complete training prior to retaking possession of the Licensed Space (even if such training was previously completed). C. Licensee will be increased assessed a penalty equal to 500% of the Licensee Fee, which will be due thirty (30) days after the occurrence of such Event of Default. This fee is in addition to, and separate, from the right to terminate the Agreement or terminate possession of the Licensed Space, and may be assessed even if the Licensor does not exercise these other rights. D. Nothing contained in the foregoing shall in any way be construed to limit Licensor’s right to pursue any and all remedies available under applicable law upon the occurrence of an Event of Default including legal proceedings to evict Licensee from the Licensed Space and to recover License Fees and other damages. Licensee hereby expressly waives any and all rights Licensee may have under Sections 93.002 and 93.003 of the Texas Property Code (as amended or superseded from time to time) including without limitation its right to either recover possession of the Licensed Space or terminate this Note Agreement, and Licensee hereby waives any and all liens (whether statutory, contractual or constitutional) and offset rights it may have against Licensor, including without limitation the rights conferred upon Licensee pursuant to Section 91.004 of the Texas Property Code, as amended or superseded from time to time, or other applicable law. Notwithstanding the foregoing, in the event of a hazardous materials contamination or Licensee’s violation of Section 12.2 or Section 12.3 of this Agreement, Licensor shall bear interest athave the right, a monthly rate equal in Licensor’s sole discretion, to one and a half percent (1.5%) or immediately terminate this Agreement, cause the Licensee to immediately cease operations in the Licensed Space, and/or cause the Licensee to immediately vacate the Licensed Space. In addition to the maximum rate permitted by law foregoing, Licensor may also terminate this Agreement pursuant to Licensor’s express termination rights elsewhere in this Agreement. Section 17.2 If Licensee fails to perform any obligation of Licensee within any applicable notice, grace, or cure period, then Licensor at its option may (without waiving any right or remedy for Licensee’s non-performance) at any time thereafter perform the "Default Rate"obligation of Licensee for the account of Licensee. Licensee shall upon demand reimburse Licensor’s cost (including reasonable attorneys’ fees) from of so performing on demand. Notwithstanding any other provision concerning cure periods, Licensor may cure any non-performance for the account of Licensee after such notice to Licensee, if any, as is reasonable under the circumstances if curing prior to the expiration of the five (5) business day applicable cure period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredreasonably necessary to prevent damage to the Licensed Space, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration Premises or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by Building or injury to persons, or to protect Licensor’s interest in the LenderLicensed Space, the Premises or the Building. (b) No course of dealing or delay or failure on Section 17.3 Either Party shall be entitled to collect from 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 other Party reasonable attorneys’ fees, incurred by fees associated with the Lender in collecting any sums due on other Party’s enforcement of this Note or in otherwise enforcing any of the Lender's rights hereunderAgreement. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

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

Default Remedies. (a) If an Event If, at any time prior to Closing, Buyer fails to perform any of its other covenants or obligations under this Agreement in any material respect which breach or default is not caused by a Seller Default (other than an insolvency Event of each, a "Buyer Default"), then Seller, as its sole and exclusive remedies, may elect to (i) terminate this Agreement by providing written notice to Buyer, whereupon the parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, (ii) proceed to Closing, in which case Seller shall be deemed to have waived such Buyer Default, or (iii) obtain a court order for specific performance with respect to Buyer hereunder. If, at or any time prior to Closing, Seller fails to perform its covenants or obligations under this Agreement in any material respect (each, a "Seller Default"), and no Buyer Default has occurred which remains uncured, then Buyer, as its sole and is continuingexclusive remedies, may elect to (l) terminate this Agreement, whereupon the Lenderparties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination; or (m) if Seller shall have then obtained the Ability to Convey, proceed to Closing without any reduction in or setoff against the Purchase Price, in which case Buyer shall be deemed to have waived such Seller Default. If Seller shall have then obtained the Ability to Convey, and the Owner Parties shall default in any material respect in any obligations of Seller hereunder that were assumed by notice the Owner Parties in joining in the execution under this Agreement, Buyer's sole and exclusive remedies against either the Owner Parties or Seller shall be (y) to seek an action for specific performance against the Owner Parties solely with respect to the Company, may declare obligations of Seller hereunder that were assumed by the Loan Amount Owner Parties in joining in the execution of this Note and all accrued interest thereon Agreement or (z) to be terminate this Agreement immediately due and payableupon written notice thereof to Seller, and upon it being understood by the parties hereto that Buyer shall not have any right to pursue any such declaration, such Loan Amount remedies without having delivered the written notice as aforesaid. The parties hereto agree that Buyer's remedies hereunder as between Owner Parties and accrued interest Seller are not cumulative and that Seller shall thereupon become due and payable immediately within five (5) business days from have no liability for any obligation of Seller that was assumed by the Lender’s written request. In Owner Parties in joining 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 execution 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 LenderAgreement. (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. Upon and after an Event of Default, Lender shall have and may exercise the following rights and remedies, which individual remedies shall not be exclusive and which individual remedies shall be cumulative and in addition to each and every other remedy set forth herein and in the Loan Documents and the other agreements and documents executed in connection with the transactions contemplated hereby: (a) If an Event of Default The right to (other than an insolvency Event of Defaulti) has occurred and is continuing, accelerate the Lender, by notice to entire outstanding principal balance together with all accrued but unpaid interest on the Company, may declare Indebtedness (specifically including the Loan Amount of this Revolving Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become other sums due and payable immediately within five by Borrower to Lender without demand, presentment, notice of dishonor, notice of intent to demand or accelerate payment, diligence in collection, grace, notice and protest or legal process of any kind, all of which Borrower hereby expressly waives, (5ii) business days from the Lender’s written request. In the event the Company fails terminate its commitment to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased tolend hereunder, and this Note shall bear interest at(iii) immediately, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration without any period of grace, enforce payment of the five (5) business day period until such unpaid Indebtedness by exercising any and outstanding Loan Amount all of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderrights granted herein. (b) No course of dealing Lender may, at its option, without notice or delay or failure on the part demand, take immediate possession of the Collateral, and for that purpose Lender to exercise may, so far as Borrower can give authority therefor, enter upon any right premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of Lender under this Section shall operate as Agreement. Borrower will, upon demand, make the Collateral available to Lender at a waiver place and time designated by Lender which is reasonably convenient to Lender and Borrower. Lender may collect and receive all income and proceeds in respect to the Collateral and may apply the Collateral and any and all income and proceeds in respect of such right the Collateral to the payment of all obligations of Borrower to Lender. (c) Lender may sell, lease or otherwise prejudice dispose of the Lender’s rightsCollateral (or any portion thereof) at a public or private sale or sales, powers in lots or in bulk, for cash or on credit, with or without having the Collateral at the place of sale, and remedies. The Company will pay or reimburse the Lenderupon terms and in such manner as Lender may determine in accordance with applicable Law, and Lender may purchase any Collateral at any such sale to the extent permitted by applicable law. The requirement of reasonable notice to Borrower of the time and place of any public sale of the Collateral or of the time after which any private sale either by Lender or at its option, for all reasonable costs through a broker, or any other intended disposition thereof is to be made, shall be met if such notice is mailed, postage prepaid, to Borrower at the address of Borrower designated herein at least ten (10) days before the date of any public sale or at least ten (10) days before the time after which any private sale or other disposition is to be made. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and expensesplace fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Upon any such sale or sales the Collateral so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including but not limited any equity of redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by Borrower. In the event any consent, approval or authorization of any governmental agency will be necessary to reasonable attorneys’ feeseffectuate any such sale or sales, incurred by the Borrower shall execute all such applications or other instruments as may be required. (d) Prior to any disposition of Collateral pursuant to this Agreement, Lender in collecting any sums due on this Note or in otherwise enforcing may, at its option, cause any of the Lender's rights hereunderCollateral to be repaired or reconditioned in such manner and to such extent as to make it saleable, and any reasonable sums expended therefor by Lender shall be repaid by Borrower and become part of the Indebtedness. (ce) No right In addition to the remedies provided for herein or remedy herein conferred upon the otherwise available to Lender, Lender is intended hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use in any name, trade secrets, trade styles, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower's rights under all licenses and franchise agreements shall inure to Lender's benefit. (f) The right to contact Account Debtors of Borrower and demand that payment on any Receivables be exclusive made directly to Lender. (g) The right to appoint or seek appointment of a receiver, custodian or trustee of each Borrower or any of its assets pursuant to court order. (h) Any and all rights and remedies afforded by the Laws of any other applicable jurisdiction, the Loan Documents or as otherwise afforded by any Laws or equity including the right or remedy contained herein or existing at law, of a secured party under the Uniform Commercial Code in equity, by statute or otherwise, the applicable jurisdiction. (i) Any rights of setoff that Lender may have under applicable Law against each and every such right account and other property, Collateral or remedy other asset of Borrower in the possession or under the control of Lender. (j) Require that all Receivables, instruments, documents and other agreements entered into by Borrower and covering any of the use of proceeds of Collateral shall be cumulative and shall be in addition contain (by way of stamp or other means satisfactory to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseLender) the following language: "COLLATERALLY ASSIGNED TO LEGACY BANK OF TEXAS".

Default Remedies. (a) If Any one of the following events is an Event of Default (other than an insolvency "Event of Default" by Lessee under this Lease: (i) has occurred and is continuing, the Lender, by notice Lessee's failure to the Company, may declare the Loan Amount of this Note and all accrued interest thereon pay any sum required to be immediately due paid to Lessor under this Lease and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately failure is not cured within five fifteen (515) business days after Lessee's receipt of written notice from Lessor or Manager of such failure. (ii) Lessee's failure to materially perform any other covenant or agreement, other than the Lender’s payment of money, to be performed by Lessee under this Lease and such failure is not cured within thirty (30) days after receipt of written request. In notice from Lessor or Manager of such failure; provided, however, that if the event the Company fails nature of Lessee's failure is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to pay all outstanding Amounts be in default if Lessee shall commence such cure within this five said thirty (530) business day period, the interest rate on the unpaid period and outstanding Loan Amount thereafter diligently prosecute such cure to completion. (iii) Any representation or warranty of this Note Lessee hereunder shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) untrue 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 incorrect 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 Lendermaterial respect. (b) No course Upon the occurrence and during the continuance of dealing an Event of Default, Lessor may, at its option declare this Lease and all rights and interests created by it to be terminated, may seek any and all damages occasioned by the Event of Default, or delay may seek any other remedies available at law or failure on in equity. Without limiting the part generality of the Lender foregoing, upon the occurrence and during the continuance of an Event of Default, Lessor may, in addition to exercise any right other remedies available to Lessor, with or without terminating this Lease, succeed to, have and hold all right, title and interest of Lessee under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers Subleases and remedies. The Company will pay or reimburse notify the Lender, Residents pursuant to the extent permitted by law, for all reasonable costs Subleases that this Lease has been terminated and expenses, including but not limited that Lessor has succeeded to reasonable attorneys’ fees, incurred by Lessee's legal interests under the Lender in collecting any sums due on this Note or in otherwise enforcing any Subleases during the remainder of the Lender's rights hereunderterm of the Subleases. (c) No right Any provisions of this Lease, which pursuant to the terms of this Lease extend beyond termination or remedy herein conferred upon expiration of this Lease, shall survive such termination or expiration. (d) In the Lender is intended event of (i) Lessor's failure to pay any sum required to be exclusive paid by Lessor to Lessee under this Lease which is not cured within fifteen (15) business days after Lessor's receipt of written notice from Lessee of such failure, or (ii) any other right or remedy contained herein or existing material default by Lessor hereunder which is not cured within thirty (30) days after Lessor's receipt of written notice thereof from Lessee (provided, however, that if the nature of Lessor's failure is such that more than thirty (30) days are reasonably required for its cure, then Lessor shall not be deemed to be in default if Lessor shall commence such cure within said thirty (30) day period and thereafter diligently prosecute such cure to completion), Lessee may, at lawits option, either (a) terminate this Lease by written notice thereof to Lessor, in equitywhich event Lessor shall promptly refund to Lessee any prepaid Rent applicable to remaining periods of time following such termination, by statute (b) seek specific performance of Lessor's obligations hereunder, or otherwise, and every such right (c) seek any other remedies available at law or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. The occurrence of any of the following events or circumstances shall constitute a “Default” hereunder: (ai) If an Event of Default (any Credit Party shall have failed to pay when due any principal payable pursuant to any Note or any other than an insolvency Event of Default) has occurred and is continuingObligation payable pursuant to this Agreement or any other Financing Document, in each case when the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to same becomes or shall be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become declared due and payable immediately within five (5whether at stated maturity, by acceleration or otherwise), or (ii) business days from the Lender’s written request. In the event the Company fails any Credit Party shall have failed to pay all outstanding Amounts within when due any interest payable pursuant to any Note or any other Obligation payable pursuant to this five (5) business day periodAgreement or any other Financing Document, in each case when the interest rate on the unpaid and outstanding Loan Amount of this Note same becomes or 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 declared due and payable without any declaration (whether at stated maturity, by acceleration or any act otherwise), which failure (in the case of clause (ii)) shall have continued unremedied for at least three Business Days after the date on the part of any Lender. Such declaration of acceleration may which such payment is required to be rescinded and past defaults may be waived by the Lender.made, (b) No course other than with respect to payments under the Financing Documents: (i) the Borrower or any Restricted Subsidiary shall default (as principal, guarantor or other surety) in the payment of dealing any principal of, interest on, or delay premium, guaranty fees or failure on other fees payable with respect to any credit-enhancement for, any Indebtedness or Contingent Obligation, which Indebtedness or Contingent Obligation is for a principal amount of at least $10,000,000 in the part aggregate (or its equivalent in any other currency) (“Material Obligations”), and such default shall have continued for more than any applicable period of grace, (ii) any other event shall occur or condition shall exist in respect of any Material Obligation that results in (or permits the applicable creditor to cause) the acceleration of the Lender Borrower’s or any Restricted Subsidiary’s obligation to exercise pay all or any right under this Section shall operate as a waiver portion of such right Material Obligations or (iii) any Material Obligation shall be required to be redeemed, purchased or defeased (or similarly satisfied) before its otherwise prejudice scheduled payment date (or an offer to redeem, purchase or defease (or similarly satisfy) such Material Obligations shall be required to be made), in each case before 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.scheduled payment date, (c) No right any representation or warranty made by or on behalf of any Credit Party or any Credit Party Affiliate in this Agreement, any other Financing Document or any notice or other certificate, document, Financial Statement or other statement delivered pursuant hereto or thereto shall have been untrue or incorrect in any respect when made or deemed made, (d) any Credit Party shall have failed to observe or perform any term or covenant set forth in Section 6.1(a), (g), (h),(i), (j), (l) or (p) or in Section 6.2, (e) except as specifically provided in clauses (a), (b) and (d), any Credit Party shall have failed to observe or perform any other agreement, covenant or provision contained in this Agreement, any other Financing Document or any document delivered pursuant hereto or thereto, and such failure (unless not capable of remedy herein conferred upon in the Lender reasonable opinion of the Required Lenders) shall have continued unremedied for at least 30 days after the earlier of: (i) such Credit Party’s receipt of written notice of the occurrence thereof or (ii) the date on which such Credit Party shall (or should) have obtained knowledge of such failure), (f) any Governmental Approval required: (i) to enable any Credit Party lawfully to enter into and perform its obligations under the Financing Documents to which it is intended a party, (ii) to enable any Credit Party to operate its business, (iii) to enable any Financing Party to exercise any of the rights expressed to be exclusive granted to it in the Financing Documents and/or (iv) to ensure the legality, validity, enforceability and/or admissibility in evidence in México and/or New York of any of the Financing Documents shall not be obtained or shall cease to be in full force and effect in any respect, (i) any Transaction Document at any time and for any reason terminates or otherwise ceases to be in full force and effect (other right than any scheduled expiration thereof), or remedy contained herein any Transaction Document is declared to be void, or existing any Person shall issue a notice of termination under any Material Document; provided that the termination of any Material Document or other failure of any such document to remain in full force and effect (or any such issuance of a notice thereof) shall not constitute a Default unless such event, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change; or (ii) any Credit Party or any other Person repudiates, or contests the validity or enforceability of, any Transaction Document to which it is a party, (h) any Expropriation Event shall occur, (i) with respect to the Borrower or any Restricted Subsidiary, either: (i) it shall commence a voluntary case, proceeding or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of payments, concurso mercantil or relief of debtors seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or other similar official of it or for any part of its Property, (ii) an involuntary case, proceeding or other action of a nature referred to in clause (i) shall be commenced against it that shall: (A) result in the entry of an order for relief of any such adjudication or appointment or (B) not have been discharged within 60 days from the commencement thereof, (iii) an involuntary case, proceeding or other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar process (excluding precautionary attachment) against any substantial part of its Property that shall result in the entry of an order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, (iv) there shall be commenced against it any extra-judicial liquidation proceedings under any Applicable Law of any jurisdiction, which proceedings could reasonably be expected to result in its liquidation, (v) it shall admit in writing its inability to pay its debts as they become due, (vi) it shall make a general assignment for the benefit of its creditors or (vii) it shall take any corporate (or similar) action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the foregoing acts, (j) any court, other Governmental Authority or arbitrator shall enter against the Borrower or any Restricted Subsidiary: (i) a final non-payment judgment, decree or order that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Change or (ii) a final judgment, decree or order for the payment of money in an amount that, when aggregated with the amount of all other unsatisfied final judgments, decrees or orders against the Borrower and the Restricted Subsidiaries (collectively), exceeds $10,000,000 (or its equivalent in any other currency), and (in case of both clause (i) and (ii)) either: (A) such judgment, decree or order is not stayed or discharged within 45 days after entry thereof or (B) there shall be any period of at lawleast 45 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect, (k) a Change of Control shall occur, (l) the ownership or possession of Capital Stock of any Credit Party by any Person shall contravene the Foreign Investment Law, (m) the government of México, the SCT, the COFETEL or any other Governmental Authority shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew a Material Concession or any other material Governmental Approval, (ii) issue an administrative resolution to revoke, terminate, materially suspend, materially and adversely modify, withdraw or fail to renew a Material Concession or any other material Governmental Approval or (iii) issue any other rule or decree resulting in the revocation, the termination, any suspension that is not partial, temporary and non-material, any material and adverse modification or the withdrawal of a Material Concession or any other material Governmental Approval; provided that, without limiting the generality of the foregoing, the issuance by the SCT of any or several administrative notices, sanctions or actions pursuant to Article 38 of the Federal Telecommunications Law relating to any event described in paragraphs I, V, VI and VII thereof shall not constitute a Default under clauses (i), (ii) or (iii) unless and until any such notice, action or sanction results in any of the events described in such clauses, (n) any change in or the withdrawal or modification of any Applicable Law occurs, including the imposition of applicable foreign exchange control regulations, that, individually or in the aggregate, in equitythe reasonable opinion of the Required Lenders has resulted in, by statute or otherwisecould reasonably be expected to result in, 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.a Material Adverse Change,

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 is 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, 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 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. (a) If an Upon the occurrence and during the continuance of any Event of Default specified in SECTION 7.1 (other than an insolvency Event of Default) has occurred and is continuinga)-(l), 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 7.1 (m)-(n), 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 13.1 In the event that any of Default (other than an insolvency Event Seller’s representations, warranties or covenants contained in this Agreement are not true in all material respects 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 continuingEscrow Agent 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 In the event Buyer shall default in the performance of Buyer’s obligations under this Agreement and all accrued interest thereon to be immediately due the Closing does not occur as a result thereof, Seller’s sole and payableexclusive remedy shall be, and upon Seller shall be entitled, to retain the Deposit as and for full and complete liquidated and agreed damages for Buyer’s default, and Buyer shall be released from any such declarationfurther liability to Seller hereunder, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lenderexcept for those provisions herein which by their terms expressly survive. 13.3 Buyer’s written requestOut-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, but not including the failure to obtain from third party Tenants the Required Estoppels), 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 not exceed $150,000.00 plus the amount of such right or otherwise prejudice the Lender’s rightslosses, 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’ feesif any, 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 Buyer and actually paid as a result of any other right or remedy contained herein or existing at lawhedge contracts of Buyer. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, in equitySELLER’S TOTAL LIABILITY FOR DAMAGES FOR BREACH OF THE COVENANTS, by statute or otherwiseAGREEMENTS, 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 lawWARRANTIES AND REPRESENTATIONS UNDER THIS AGREEMENT TO THE EXTENT BUYER CLOSES HEREUNDER, in equityCOLLECTIVELY, by statute or otherwiseSHALL NEVER EXCEED ONE MILLION DOLLARS ($1,000,000.00), AND IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Default Remedies. (a) If The occurrence of an Event of Default (other than under the Indenture or the Term Loan Agreement shall constitute an insolvency "Event of Default) has occurred and is continuing, " hereunder. Upon the Lender, by notice to the Company, may declare the Loan Amount occurrence 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 occurredand during the continuance thereof, in addition to any other rights and remedies Beneficiary may have pursuant to the Note Documents and Term Loan Amount of this Note Documents, or as provided by law, 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 rightslimitation, powers and remedies. The Company will pay or reimburse the LenderBeneficiary, to the extent permitted by applicable law, for all reasonable costs may immediately take such action, without notice or demand, as it deems advisable to protect and expensesenforce its rights against Grantor and in and to the Trust Estate, including including, but not limited to to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such manner as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary: (i) To the extent permitted by law, sue for or otherwise collect the rents, issues and profits txxxeof, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including reasonable attorneys’ ' fees, incurred upon the Obligations, all in such order as Beneficiary may reasonably determine. The entering upon and taking possession of the Trust Estate, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default and, notwithstanding the continuance in possession of the Trust Estate or the collection, receipt and application of rents, issues or profits, Beneficiary shall be entitled to exercise every right provided for in the Note Documents or Term Loan Documents or by law; (ii) Bring an action in any court of competent jurisdiction to foreclose this Deed of Trust against all or any part of the Lender in collecting any sums due on this Note Trust Estate or in otherwise enforcing to enforce any of the Lender's rights hereundercovenants, terms or conditions hereof, and Beneficiary shall have the right to specific performance, injunction and any other equitable right or remedy as though other remedies were not provided in this Deed of Trust; (iii) Elect to cause the Trust Estate or any part thereof to be sold by the Mortgage Trustee in a non-judicial proceeding as permitted by law exercising the power of sale granted hereunder as further described hereafter, Grantor hereby expressly waives any right which it may have to direct the order in which any of the Trust Estate may be sold. (b) Beneficiary may proceed as if all of the Trust Estate were real property, in accordance with subparagraph (d) below, or Beneficiary may elect to treat any of the Trust Estate which consists of personal property, in accordance with the Section hereof constituting this Deed of Trust and Security Agreement, separate and apart from the sale of real property, the remainder of the Trust Estate being treated as real property. (c) No right Beneficiary may cause any such sale or remedy other disposition to be conducted immediately following the expiration of any grace period, if any, herein conferred provided or Beneficiary may delay any such sale or other disposition for such period of time as Beneficiary deems to be in its best interest. Should Beneficiary desire that more than one such sale or other disposition be conducted, Beneficiary may, at its option, cause the same to be conducted simultaneously, or successively on the same day, or at such different days or times and in such order as Beneficiary may deem to be in its best interest. (d) Should Beneficiary elect to sell the Trust Estate upon which Beneficiary elects to proceed under the laws governing foreclosure of or sales pursuant to Deeds of Trust, Beneficiary or Mortgage Trustee shall give such notice of default and election to sell as may then be required by law. Thereafter, upon the Lender is intended expiration of such time and the giving of such notice of sale as may then be required by law, Mortgage Trustee, at the time and place specified by the notice of sale, shall sell such Trust Estate, or any portion thereof specified by Beneficiary, at public auction to the highest bidder for cash in lawful money of the United States, subject, however, to the provisions of the Section below authorizing Beneficiary to make payment by giving credit against the Obligations. Mortgage Trustee may, and upon request of Beneficiary shall, from time to time, postpone the sale by public announcement thereof at the time and place noticed therefor. If the Trust Estate consists of several lots or parcels, Beneficiary may elect to sell the Trust Estate either as a whole or in separate lots or parcels. If Beneficiary elects to sell in separate lots or parcels, Beneficiary may designate the order in which such lots or parcels shall be exclusive offered for sale or sold. Any person, including Grantor or Beneficiary, may purchase at the sale. Upon any sale, Mortgage Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied. (e) In the event of a sale or other disposition of any other right such property, or remedy contained herein or existing at law, in equity, by statute or otherwiseany part thereof, and every the execution of a deed or other conveyance pursuant thereto, the recitals therein of facts, such right as an Event of Default, the giving of a notice of default, acceleration and notice of sale, demand that such sale should be made, postponement of sale, terms of sale, sale, purchase, payments of purchase money, and any other fact affecting the regularity or remedy validity of such sale or disposition shall be cumulative conclusive proof of the truth of such facts, and any such deed or conveyance shall be conclusive against all persons as to such facts recited therein. (f) Beneficiary and/or Mortgage Trustee shall apply the proceeds of any sale or disposition hereunder in addition to every other such right or remedy contained herein the order as provided in the Indenture and therein or now or hereafter existing at lawTerm Loan Agreement, in equity, by statute or otherwiseas applicable.

Default Remedies. (a) If an Event Failure of Default the Loan Parties or any other person liable to timely pay or perform any of the Obligations is a default (other than an insolvency Event “Default”) under this Agreement. Upon the occurrence of a Default) has occurred and is continuing, the LenderBank may exercise any or all of the Bank’s remedies under this Agreement or the other Loan Documents including, without limitation, the immediate termination of the Forbearance Period and acceleration of maturity of all payments and Obligations. (b) If any of the Loan Parties fail to timely make any payment required by notice this Agreement, or if any of the Loan Parties fails to fully satisfy all of its obligations under the Loan Documents at or prior to the Companytermination of the Forbearance Period, may declare in addition to any other legal remedies available to the Bank, the Bank shall be entitled to the entry of final judgment in its favor against the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableParties, and upon shall be entitled to the entry of an order appointing a receiver for the Collateral. The Loan Parties, jointly and severally, hereby irrevocably consent to the entry of such final judgment and order in any litigation initiated by the Bank as a result of a Default under the Loan Documents. The receiver shall be empowered to manage and operate the Collateral, or any part thereof, to collect and administer rents and proceeds of the Collateral, and to apply said rents and proceeds to the payment of: (i) the Obligations, together with all costs and attorney’s fees, (ii) all impositions, and any other levies, assessments, or liens which may be, or may become, prior in lien or dignity to the Obligations, (iii) premiums for insurance, with interest on all such declarationitems, and (iv) the cost of all alterations, repairs, replacements, and expenses incident to taking and retaining possession of the Collateral and the management and operation thereof, all in such order or priority as the Bank in its sole discretion may determine. The Loan Amount Parties agree that the receiver shall be appointed without regard to whether the Loan Parties have committed waste or permitted deterioration of the Collateral, without regard to the adequacy of any security for the Obligations, and accrued interest without regard to the solvency of any of the Loan Parties. (c) It shall thereupon become due be a Default hereunder if, prior to the complete satisfaction of the Obligations, any of the Loan Parties (i) files a petition in bankruptcy, (ii) seeks appointment of a receiver, trustee, custodian or other similar official for any of the Loan Parties, or for all or any portion of the Collateral, (iii) makes a general assignment for the benefit of creditors; or (iv) if any other person or entity files an involuntary petition in bankruptcy against any of the Loan Parties, that is not dismissed within sixty (60) days of the filing of such involuntary petition. (d) The occurrence of any of the following conditions shall constitute a Default under this Agreement: (i) The material incorrectness of any representation or warranty made by any Loan Party to the Bank in any of the Loan Documents, any financial statement, or any other document delivered to the Bank in connection with the Loan Documents and payable immediately this Agreement; (ii) A failure by the Loan Parties to timely provide the financial statements and other financial information required pursuant to the Loan Documents; (iii) A failure to make any payment required under this Agreement that is not cured within five (5) business calendar days; (iv) A sale (by land contract or otherwise), assignment, mortgaging, leasing, encumbering, refinancing, or conveyance of the Collateral, or any portion thereof or legal or equitable interest therein, except with the consent of the Bank and as otherwise expressly permitted in the Loan Documents; or (v) Any Loan Party shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay, or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance, or similar law; or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings which is not vacated within sixty (60) 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 Lenderdate thereof. (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 of Default (Purchaser shall default in any manner under this Agreement, for any reason other than an insolvency Event (i) a default by Seller under this Agreement or (ii) the non-occurrence of Defaultany conditions precedent to Purchaser’s obligation to close or perform under this Agreement, which default shall continue for ten (10) has occurred days after notice from Seller, then Purchaser shall forfeit to Seller all of its right, title and is continuinginterest in and to the Deposit paid hereunder; and Purchaser shall have no further liability to Seller (except for the Surviving Obligations). The parties have agreed that the actual damages suffered by Seller would be extremely difficult or impracticable to ascertain. After negotiation, the Lenderparties have agreed that, by notice to considering all the Companycircumstances existing on the Effective Date, may declare the Loan Amount amount of the Deposit is a reasonable estimate of the damages that Seller would incur in such an event and that the aforesaid payment of the Deposit is liquidated damages hereunder and not a penalty. The provisions of this Note Paragraph 15(a) shall not limit or affect any of Purchaser’s indemnities as provided in Paragraphs 5 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 18 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 LenderAgreement. (b) No course If Seller shall refuse or fail to convey the Property to Purchaser in violation of dealing Seller’s obligations hereunder, for any reason other than (i) a default by Purchaser under this Agreement or delay (ii) the non-occurrence of any conditions precedent to Seller’s obligation to close or failure on perform under this Agreement, or if Seller otherwise shall be in default of its obligations hereunder, for any reason other than (i) a default by Purchaser under this Agreement or (ii) the part non-occurrence of any conditions precedent to Seller’s obligation to close or perform under this Agreement, which default shall continue for ten (10) days after notice from Purchaser, Purchaser, as its sole remedies hereunder, shall have the right to: (A) terminate this Agreement and receive a return of the Lender Deposit; or (B) seek specific performance; or (C) waive such breach or default and proceed to exercise any right Closing. In the event that Purchaser elects to seek specific performance under (B) above, Purchaser shall bring such action within sixty (60) days after the scheduled Closing Date, or else such remedy shall be deemed waived; and unless otherwise expressly required pursuant to this Section Agreement, in no event shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Seller be obligated to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing undertake any of the Lender's rights hereunderfollowing: (1) change the condition of the Property or restore the same after any fire or casualty; (2) expend money or post a bond to remove or insure over a Title Defect or encumbrance or to correct any matter shown on a survey of the Property; (3) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance thereof; or (4) expend any money to repair, improve, remediate or alter the Property or any portion thereof. If Purchaser shall not institute an action for specific performance within sixty (60) days after the scheduled Closing Date, time being of the essence, and Purchaser has not elected to waive such default by Seller, Purchaser shall be deemed to have elected to terminate set forth in (i) above. Notwithstanding the foregoing, nothing contained in this Paragraph 15(b) will limit Purchaser’s remedies at law or in equity in the event of a breach by Seller of any obligation of Seller which survives Closing. (c) No right In no event shall Seller be liable to Purchaser for any punitive, speculative 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 otherwiseconsequential damages.

Default Remedies. Upon the occurrence of any event of default of this mortgage, Mortgagee shall have the option, in addition to and not in lieu of all other rights and remedies provided by law, to do any or all of the following: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingWithout notice, the Lenderexcept as expressly required by law, by notice to the Company, may declare the Loan Amount of this Note principal sum secured by the Mortgage, together with all interest and all accrued interest thereon other sums secured by this mortgage, to be immediately due and payable, ; to demand any installment payment due under the Secured Term Note; and upon to institute any such declaration, such Loan Amount proceedings that Mortgagee deems necessary to collect and accrued interest shall thereupon become due otherwise to enforce the indebtedness and payable immediately within five (5) business days from obligations secured by this mortgage and to protect 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 lien 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 Lendermortgage. (b) No course Commence foreclosure proceedings against the premises pursuant to applicable laws. Mortgagee's commencement of dealing or delay or failure on a foreclosure shall be deemed an exercise by Mortgagee of its option to accelerate the part due date of all sums secured by this mortgage. Mortgagor grants to Mortgagee, in the event of the Lender occurrence of an event of default, the power to exercise any right under this Section shall operate sell the premises at public auction by advertisement, without notice or hearing, except 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 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 hereunderMichigan statutes. (c) No right or remedy herein conferred upon To enter into peaceful possession of the Lender is intended premises and/or to be exclusive of any other right or remedy contained herein or existing at lawreceive the rent, in equity, by statute or otherwiseincome, and every such profits, and to apply those in accordance with paragraph 13. Mortgagor acknowledges having been advised that Mortgagee believes that the value of the security covered by this mortgage is inextricably intertwined with the effectiveness of the management, maintenance, and general operation of the premises, and that Mortgagee would not make the loan secured by this mortgage unless it could be assured that it would have the right to take possession of the premises in order to manage, control management, and enjoy the income, rents, and profits, immediately upon default by Mortgagor, notwithstanding that foreclosure proceedings may not have been instituted, or remedy shall be cumulative are pending, or that the redemption period may not have expired. Accordingly, Mortgagor knowingly and shall be in addition voluntarily waives all right to every other such right or remedy contained herein possession of the premises from and therein or now or hereafter existing at lawafter the date of default, in equity, upon demand for possession by statute or otherwiseMortgagee.

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: 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; 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; 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 thirty (30) days from the date thereof; 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; 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; 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 agreed to in writing, mutually, by the parties; if Tenant shall fail to immediately discharge or bond over any lien placed upon the Premises in violation of this Lease; Tenant dissolves, liquidates or, as to entities, fails to exist in good standing in Florida and/or its state or organization, or as to individuals, in its state of residency; if Tenant shall abandon or vacate the Premises during the Term; if Tenant shall fail to timely execute and timely deliver an estoppel certificate or subordination agreement as required hereunder without payment of Rent; or 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 notice thereof to Tenant; 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 an Event of Default) has occurred and is continuingDefault by Tenant, the Lenderunamortized cost of all brokerage commissions, rental abatements, legal fees, Tenant allowances, work performed by notice Landlord to the CompanyPremises, and any other Tenant inducements paid or provided under this Lease calculated using interest at the rate of twelve percent (12%) per annum calculated over the initial Term of this Lease shall immediately become due and payable by Tenant to Landlord, 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 there from. 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, may declare recover from Tenant all damages incurred by reason of such breach, including the Loan Amount costs of recovery of the Premises, and including the excess value at time of such termination, if any, of Rent reserved under this Note Lease for the remainder of the Term over the reasonable rental value of the Premises for the remainder of the Term, all of which amounts shall be immediately due and payable from Tenant to Landlord. 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 or damage; and (iii) Landlord may, but shall not be obligated so to do, 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 accrued interest thereon necessary incidental costs shall be payable to Landlord as Additional Rent on demand and Tenant covenants to pay such sums. (iv) Landlord shall have the right, without terminating or canceling this Lease, to declare all amounts and rents due under this Lease for the remainder of the Term (or any extension or renewal thereof) to be immediately due and payable, and upon thereupon all rents and other charges due hereunder to the end of the Term (or any such declarationextension or renewal term, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5if applicable) 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 toaccelerated; and (v) Landlord shall have the right to exercise all other remedies available to Landlord at law or in equity, and this Note shall bear interest atincluding, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration without limitation, injunctive relief 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 Lenderall varieties. (bC) No course Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of dealing this section from time to time and that no suit or delay or failure on the part recovery of the Lender any portion due Landlord hereunder shall be any defense to exercise any right under this Section subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. (D) Tenant shall operate promptly pay upon notice, as a waiver of such right or otherwise prejudice the Lender’s rightsAdditional Rent, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs costs, charges and expensesexpenses incurred by Landlord (including, including but not limited to 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’ feesfees and expenses arising out of any litigation, incurred by the Lender negotiation or transaction in collecting any sums due on this Note which Tenant causes Landlord, without Landlord’s fault, to become involved or in otherwise enforcing any of the Lender's rights hereunderconcerned. (cE) No right or remedy herein conferred upon the Lender is intended to be exclusive waiver of any other right 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 remedy contained herein or existing at law, in equity, by statute or otherwiserepeated subsequently, and every such right or remedy no express waiver by Landlord shall be cumulative 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 is a prerequisite to Landlord’s commencement of eviction proceedings against Tenant, including the demands and notices specified in addition to every other such right any federal, state, or remedy contained herein local laws and therein or now or hereafter existing at law, in equity, by statute or otherwiseordinances.

Default Remedies. The Lessee shall be in default hereunder if any one or more of the following events continues for a period of ten (a10) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, days after written notice from the Lender, by notice Lessor to the Company, may declare the Loan Amount of this Note Lessee except Lessee shall be deemed in default and no written notice shall be required if Lessee fails to pay Rent 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 additional rent named herein by the fifth (5th) of each month or five (5) days following when the same was due: (a) the making by Lessee of an assignment for the benefit of its creditors; (b) the operation or supervision of the business conducted in the Leased Premises by a creditors' committee or by any other than the Lessee; (c) the levying of a writ of execution or attachment on or against the property of Lessee; (d) if proceedings are instituted in a court of competent jurisdiction for the reorganization, liquidation or involuntary dissolution of Lessee, or for its adjudication as a bankrupt or insolvent, or for the appointment of a receiver of the property of Lessee, and said proceedings are not dismissed and any receiver, trustee or liquidator appointed therein discharged within thirty (30) days after the institution of said proceedings; or (e) the failure of Lessee to perform any other of its covenants under this Lease after written notice from the Lender’s written requestLessor of such default. In the event Lessee is attempting to cure such default in good faith, Lessee and Lessor by mutual agreement may extend the Company fails period to pay all outstanding Amounts within this five (5) business day period, cure the interest rate on default for such additional time as may be reasonably required for the unpaid and outstanding Loan Amount of this Note shall be increased toLessee to perform such other covenant or covenants provided said Lessee promptly undertakes such performance, and this Note shall bear interest atprosecutes the same to its conclusion with reasonable diligence In the event the Lessee becomes a debtor in a Chapter 7 or 11 bankruptcy proceeding (whether or not the same is a voluntary or involuntary proceeding), a monthly rate equal to one Lessor and a half percent (1.5%) or to the maximum rate permitted by law (the Lessee stipulate that "Default Rate") from the expiration adequate assurance" as that term is contemplated under applicable provisions of Title 11 of the five (5) business day period until United States Code shall require the payment of all items of Rent and additional rent hereunder on a current basis and the cure of all past due Rent or additional rent by means of a lump sum payment at the time the Lease is accepted by Lessee as an executory contract. Upon the occurrence of any of such unpaid and outstanding Loan Amount events of default described above or elsewhere in this Note is repaid in full. If an insolvency Event Lease, Lessor shall have the option to pursue any one or more of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable following remedies without any declaration notice or any act on demand whatsoever: (a) Lessor may, at Lessor's election, terminate this Lease or terminate Lessee's right to possession only, without terminating the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderLease. (b) Upon any termination of this Lease whether by lapse of time or otherwise, or upon any termination of Lessee's right to possession without termination of the Lease, Lessee shall surrender possession and vacate the Leased Premises immediately, and deliver possession thereof to Lessor, and Lessee hereby grants to Lessor full and free license to enter into and upon the Lease Premises in such event with or without process of law and to repossess Lessor of the Leased Premises as of Lessor's former estate and to expel or remove Lessee and any others who may be occupying or within the Leased Premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without incurring any liability for any damage resulting therefrom, Lessee hereby waives any right to claim damage for such re-entry and expulsion, and without relinquishing Lessor's right to rent or any other right given to Lessor hereunder or by operation of law. (c) Upon any termination of this Lease, whether by lapse of time or otherwise, Lessor shall be entitled to recover as damages, all accrued Rent, including any amounts treated as additional rent hereunder, and other sums due and payable by Lessee on the date of termination, plus the sum of (i) an amount equal to the then present value of the Rent, including any amounts treated as additional rent hereunder, and other sums provided herein to be paid by Lessee for the residue of the stated term hereof, less the fair rental value of the Leased Premises for such residue (taking into account the time and expense necessary to obtain a replacement lessee or lessees, including expenses hereinafter described in subparagraph (d) relating to recovery of the Leased Premises, preparation for reletting and for reletting itself), (ii) the cost of performing any other covenants which would have otherwise been performed by Lessee, and (iii) any and all expenses incurred by Lessor including actual attorney's fees as a result of Lessee's default. (d) Upon any termination of Lessee's right to possession only without termination of the Lease, Lessor, may, at Lessor's option, enter into the Leased Premises, remove Lessee's signs and other evidences of tenancy, and take and hold possession thereof as provided in subparagraph (b) above, without such entry and possession terminating the Lease or releasing Lessee, in whole or in part, from any obligation, including Lessee's obligation to pay the Rent, including any amounts treated as additional rent, hereunder for the full term in any such case Lessee shall pay forthwith to Lessor, if Lessor so elects, a sum equal to the entire amount of the Rent, including any amounts treated as additional rent hereunder for the residue of the stated term hereof plus any other sums provided herein to be paid by Lessee for the remainder of the Lease term. (e) Lessor may, but need not, relet the Leased Premises or any part thereof for such rent and upon such terms as Lessor in Lessor's sole discretion shall determine (including the right to relet the Leased Premises for a greater or lesser term than that remaining under this Lease, and the right to change the character or use made of the Leased Premises) and Lessor shall not be required to accept any lessee offered by Lessee or to observe any instructions given by Lessee about such reletting. in any such case, Lessor may make repairs, alterations and additions in or to the Leased Premises, and redecorate the same to the extent Lessor deems necessary or desirable, and Lessee shall, upon demand, pay the cost thereof, together with Lessor's expenses of reletting, including, without limitation, any broker's commission incurred by Lessor. If the consideration collected by Lessor upon any such reletting plus any sums previously collected from Lessee are not sufficient to pay the full amount of all Rent, including any amounts treated as additional rent hereunder and other sums reserved in this Lease for the remaining term hereof, together with the costs of repairs, alterations, additions, redecorating, and Lessor's expenses of reletting and the collection of the Rent (including additional rent) accruing therefrom (including broker's commissions), Lessee shall pay to Lessor the amount of such deficiency upon demand and Lessee agrees that Lessor may file suit to recover any sums falling due under this section from time to time. (f) Any and all property which may be removed from the Leased Premises by Lessor pursuant to the authority of the Lease or of law, to which Lessee is or may be entitled, may be handled, removed and stored, as the case may be, by or at the direction of Lessor at the risk, cost and expense of Lessee, and Lessor shall in no event be responsible for the value, preservation or safekeeping thereof. Lessee shall pay to Lessor prior to Lessee retaking Lessee's property, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Lessor's possession or under Lessor's control. Provided, however, this shall not apply to any trade fixture abandoned by Lessee upon the expiration or termination of this Lease and deemed to be Lessor's property under Paragraph 13 hereof. Any such property of Lessee not retaken by Lessee from storage within thirty (30) days after removal from the Leased Premises shall, at Lessor's option, be deemed conveyed by Lessee to Lessor under this Lease as a xxxx of sale without further payment or credit by Lessor to Lessee or further action by either party; however, in the event any such property is sold by Lessor to a third party, Lessee shall be given a credit in the amount of the sales proceeds actually received by Lessor against the amounts otherwise due and owing to Lessor by Lessee hereunder. (g) In the event of any breach by Lessee of any of the provisions of this Lease, Lessor may immediately or at any time thereafter, without notice, cure such breach for the account and at the expense of Lessee. If Lessor at any time, by reason of such breach, is compelled to pay, or elects to pay, any sum of money or do any act which will require the payment of any sum of money, or incurs any expense, including actual attorneys' fees, in instituting or prosecuting any action or proceedings to enforce Lessor's rights hereunder, and any cost thereof shall be paid by Lessee to Lessor upon ten (10) days prior written notice. Lessor shall be entitled to recover its actual attorney fees in the event of any breach by Lessee of its obligations under this Lease. No course receipt of dealing money by Lessor from Lessee after the termination of this Lease or delay after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Leased Premises shall reinstate, continue or extend the term of this Lease or affect any such notice, demand or suit. All rights and remedies of the Lessor herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law or equity, and such rights and remedies may be exercised and enforced concurrently and whenever and as often as the occasion therefor arises. The failure or forbearance on the part of the Lender Lessor to exercise enforce any right under this Section of its rights or remedies in connection with any default shall operate as not be deemed a waiver of such right or otherwise prejudice default, nor a consent to any continuation thereof, nor a waiver of the Lender’s rights, powers and remediessame default at any subsequent date. 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 Any action taken by the Lender in collecting any sums due on Lessor under the provisions of this Note Lease, or in otherwise enforcing any to enforce the provisions of this Lease, or to declare a termination of the LenderLessee's rights hereunder. interest under this Lease, or to repossess itself of the Leased Premises (c) No right whether through the medium of legal proceedings instituted for that purpose or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawotherwise), shall not, in equityany event, by statute release or otherwiserelieve the Lessee from its continuing obligations hereunder, and every such right or remedy shall be cumulative and shall be in addition including, without limitation, its continuing obligation to every other such right or remedy contained make all payments herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseprovided.

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

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingexists, the Lender, by notice to Lender may exercise all of the Company, may declare rights and remedies of a secured party under the Loan Amount of this Note Uniform Commercial Code as enacted in any and all accrued interest thereon to be immediately due relevant jurisdictions and payableall of the rights and remedies in this Agreement, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from in the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodCredit Agreements, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased toGuarantee, 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 other document executed in connection therewith or herewith, it being expressly understood that no such remedy herein conferred upon the Lender is intended to be exclusive of any other right remedy or remedy contained herein or existing at lawremedies, in equity, by statute or otherwise, but each and every such right or remedy shall be cumulative and shall be in addition to every other such right remedy given in this Agreement, in the Credit Agreements, in the Guarantee, or remedy contained herein and therein in any other document executed in connection therewith or herewith or now or hereafter existing at law or in equity or by statute, and may be exercised from time to time as often as may be deemed expedient by the Lender. (b) If an Event of Default exists, the Lender shall have the right, at any time or from time to time, to sell any or all of the Pledged Collateral. (c) Each Pledgor and the Lender agree that 10 days' notice to such Pledgor of any public or private sale or other disposition of the Pledged Collateral shall be reasonable notice thereof, and such sale shall be at such reasonable locations as the Lender shall designate in such notice. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived by such Pledgor. Sales for cash at any public or private sale are all hereby deemed (without limitation) to be commercially reasonable. To the extent permitted by applicable law, the Lender shall have the right to bid at any such sale. Proceeds arising from any such sale shall be applied in equitythe manner set forth in the applicable Credit Agreement. (d) If an Event of Default exists, the Lender may also, with or without proceeding with sale or foreclosure or demanding payment of the Secured Obligations, without notice, appropriate and apply to the payment of the Secured Obligations and the other obligations secured under this Agreement, any and all Pledged Collateral in its possession and any and all balances, credits, deposit accounts, reserves or other moneys due or owing to such Pledgor held by statute the Lender under this Agreement or otherwise to the extent permitted by law. (e) Anything in this Agreement contained to the contrary notwithstanding, and in view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral that consists of Securities may be effected after an Event of Default, upon the occurrence or existence of an Event of Default, the Lender may, from time to time, attempt to sell all or any part of such Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who will represent or agree as to their investment intent or method of resale or both in a manner reasonably required by the Lender to assure compliance with applicable securities laws. In so doing, the Lender may solicit offers to buy such Pledged Collateral, or any part of it, for cash, from a limited number of investors deemed by the Lender, in its reasonable commercial judgment, to be responsible parties who might be interested in purchasing such Pledged Collateral, and if the Lender solicits and receives such offers from not less than three such investors, then the acceptance by the Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition (as defined in the UCC) of such Pledged Collateral unless applicable law provides otherwise. (f) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of the Pledgors contained in this Agreement, the U.S. Credit Agreement, the Guarantee, or any other document executed in connection therewith or herewith or in any document referred to in this Agreement, the U.S. Credit Agreement, the Guarantee, or any other document executed in connection therewith or herewith or contained in any agreement supplementary to this Agreement, the U.S. Credit Agreement, the Guarantee or any other document executed in connection therewith or herewith, shall be cumulative and not exclusive of any of the terms, covenants, conditions or agreements of the Pledgors contained in this Agreement, the U.S. Credit Agreement, the Guarantee, or any other document executed in connection therewith or herewith. (g) The Pledgors will pay to the Lender all reasonable expenses (including court costs and reasonable attorneys' fees and expenses) of, or incident to, the enforcement of any of the provisions of this Agreement and all other charges due against the Pledged Collateral, including, without limitation, taxes, assessments, security interests, Liens or encumbrances upon the Pledged Collateral (except for Permitted Encumbrances) and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of the Pledged Collateral.

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 any Event of Default (other than Events of Default specified in paragraph (e) of Section 9.1 hereof) shall occur and be continuing, then and in every such event, and at any time thereafter during the continuance of such Event of Default, the Lender may by written notice to the Borrower declare the Obligations to be forthwith due and payable, whereupon (i) the Commitment shall immediately reduce to zero and (ii) the Obligations shall become forthwith due and payable both as to principal and interest together with all other amounts payable by the Borrower under this Agreement which may be due or accrued and unpaid, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived. Notwithstanding anything in the preceding sentence to the contrary, if an Event of Default occurs priors to the advance of the initial Loan and the Lender elects to reduce the Commitment to zero, then if the Borrower cures such Event of Default before the Termination Date, the rights of the parties hereto shall be reinstated as if the Event of Default never occurred. (b) In addition, if an Event of Default occurs following the date of the initial Loan but prior to the Termination Date, then if the Borrower cures such Event of Default prior to the earlier of (i) the completion of the sale of any Collateral pursuant to the Pledge Agreement or the Security Agreement and (ii) the Termination Date, then the rights of the parties hereto shall be reinstated as if the Event of Default never occurred, provided that the Borrower has made good any missed payments. (c) If an Event of Default set forth in paragraph (other than an insolvency Event e) of Default) has occurred and is continuingSection 9.1 hereof shall occur with respect to the Borrower, the Lender, by then without any notice to the Company, may declare Borrower or any other act by the Loan Amount of this Note and all accrued interest thereon to Lender or any other Person (i) the Commitment shall be immediately reduced to zero, and (ii) the Obligations shall become forthwith due and payable, and upon all without presentment, demand, protest or notice of any such declarationkind, such Loan Amount and accrued interest all of which are expressly waived. (d) If the Lender shall thereupon become declare the Obligations to be forthwith due and payable immediately within five (5) business days pursuant to the terms of this Section 9.2, the Lender may, subject in all cases to the terms of the Intercreditor Agreement, enforce its rights hereunder and under any other instrument or agreement delivered in connection herewith and take any other action to which it is entitled hereunder, thereunder, or by law, whether for the specific performance of any covenant or agreement contained in this Agreement, in any such instrument or agreement or to enforce payment as provided herein, therein, or by law, and, in such event, the Lender shall be entitled to receive from the Lender’s written request. In the event the Company fails Borrower, in addition to pay all outstanding Amounts within this five (5) business day periodother amounts provided for herein, the interest rate on the unpaid all costs, expenses 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 fees reasonably incurred by the Lender, including reasonable attorneys fees and disbursements. (be) No course of dealing or delay or failure on The Lender shall endeavor to give the part Borrower notice within 30 days of the Lender becoming aware of any Event or Default (or event which, with notice or passage of time or both, would become an Event of Default), provided that (i) if Lender fails to exercise give such notice within five Business Days of obtaining knowledge of such default (which shall not include knowledge of James J. Cotter), and Borrower does not otherwise have knowledge of xxxx xxxxxxx xx or before such fifth Business Day, then any right under this Section period provided herein for Borrower to cure such default shall operate be extended by the number of days in the period from such fifth Business day to the date on which Borrower obtains Actual Knowledge of such default (whether by notice from Lender or otherwise) and (ii) failure to give such notice shall not act as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay any rights or reimburse remedies of 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 except as specifically provided in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderSection 9.2(e)(i). (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 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 A. The Qualifying Grantee shall be in default of Default (other than an insolvency Event this Agreement for any of Default) has occurred the reasons specified in Sec. 8 of the Rules, and is continuing, if the Lender, by notice Qualifying Grantee fails to cause the apartments to be built in accordance with this Agreement. Events of default shall also include but are not limited to the Company, may declare following: (1) the Loan Amount Qualifying Grantee assigns the Lot; (2) the Qualifying Grantee fails to lease an apartment constructed under this Agreement to an Eligible Renter in accordance with the requirements stated in Section 3 of this Note and all accrued interest thereon Agreement; (3) 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 preserve the long-term affordability of the property that is the subject of this Agreement; or (54) business days from the Lender’s written requestQualifying Grantee fails to comply with the Affordable Housing Development Schedule attached as Exhibit B to this Agreement. 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 sixty (60) days to cure or such additional time as the Town specifies in its notice to cure. B. The Qualifying Xxxxxxx agrees that, in the event of the Qualifying Xxxxxxx’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 (following remedies, in any combination, in addition to any other remedies that may be available to it: i. If the "Default Rate") from apartments that are to be constructed and leased in accordance with this Agreement are not constructed or leased, due to the expiration fault of the five Qualifying Grantee after the sixty (560) business day right to cure period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredexpired, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on Qualifying Grantee shall convey the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by Lot back to the LenderTown. (b) No course of dealing or delay or failure on ii. The Town shall be entitled to injunctive relief to require the part Qualifying Grantee to specifically perform this Agreement. iii. The Qualifying Grantee shall pay whatever fees and costs accrue to the Town as a result of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsdefault including, 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 to, attorneys’ ' fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereundercosts and damages. (c) No right iv. The Town may refuse to grant any further development approvals required for the Project or remedy herein conferred upon related future phases until the Lender is intended Qualifying Grantee performs this Agreement or makes all required remedial payments. C. If the Town substantially prevails in a judicial action to be exclusive of any other right or remedy contained herein or existing at lawenforce this Agreement, in equity, by statute or otherwise, and every such right or remedy the Town shall be cumulative and shall be in addition entitled to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseits 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) has occurred and such breach is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately not cured within five (5) business days of receiving written notice from the Lender’s Buyer, Buyer may, as Buyer's sole and exclusive remedy for such breach, at Buyer's sole option either: (i) by written request. In the notice given to Seller and Escrow Agent terminate this Agreement, in which event the Company fails 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 Property, Buyer's Diligence or this five transaction, up to a maximum reimbursement of $40,000, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; or (5ii) business day periodseek specific performance against Seller. Notwithstanding the foregoing, if specific performance is made unavailable as a remedy to Buyer by Seller's affirmative acts or Purchase and Sale Agreement Xxxxxx Marketplace, Lawton, Oklahoma intentional omissions, Buyer will be entitled to pursue all rights and remedies available at law or in equity provided however that any monetary judgment obtained by Buyer against Seller shall not exceed $500,000.00. Buyer hereby waives any right to seek any other equitable or legal remedies against Seller. Any suit by Buyer to enforce specific performance under this Agreement must be filed on or before two (2) years after the interest rate on the unpaid and outstanding Loan Amount of Closing Date or Buyer's right to enforce specific performance under this Note Agreement shall be increased to, and forever waived. The foregoing shall not act to limit any liability of Seller in regard to its indemnification obligations under 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 LenderAgreement. (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 whereupon Buyer shall promptly return all hard copies and delete all electronic copies of Seller's Diligence Materials, Buyer shall provide to Seller a copy of any Third-Party Reports as provided in Section 5(e) but at no charge to Seller, and Seller shall receive the Deposit 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 rights, powers and remediesAgreement except for any Surviving Obligations. The Company will pay or reimburse the Lender, foregoing shall not act to the extent permitted by law, for all reasonable costs and expenses, including but not limited limit any liability of Buyer in regard to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on its indemnification obligations under this Note or in otherwise enforcing any of the Lender's rights hereunderAgreement. (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 Seller breaches this Agreement (including without limitation a breach of Default (other than an insolvency Event any representation or warranty of DefaultSeller or the failure of Seller to satisfy any condition precedent to Closing that is within Seller’s control) has occurred and such breach is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately not cured within five (5) business days of receiving written notice from the LenderBuyer, Buyer may at Buyer’s sole option either: (i) by written request. In the notice given to Seller and Escrow Agent terminate this Agreement, in which event the Company fails Deposits will be paid immediately by Escrow Agent to pay Buyer, Seller will promptly reimburse Buyer for all outstanding Amounts within of Buyer’s reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Property, Buyer’s Diligence or this five (5) business day periodtransaction, the interest rate on the unpaid in an amount not to exceed $25,000.00 and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration neither of the five Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; or (5ii) business day period until seek specific performance against Seller, in which event the Closing Date will be automatically extended as necessary for Buyer to prosecute such unpaid action. Notwithstanding the foregoing, if specific performance is made unavailable as a remedy to Buyer by Seller’s affirmative acts or intentional omissions, Buyer will be entitled to pursue all rights and outstanding Loan Amount of this Note is repaid remedies available at law or in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderequity. (b) No course If Buyer breaches this Agreement (including without limitation a breach of dealing any representation or delay warranty of Buyer) and such breach is not cured within five (5) days of receiving written notice from Seller, Seller may, as Seller’s sole and exclusive remedy for such breach, by written notice given to Buyer and Escrow Agent terminate this Agreement and receive the Deposits in accordance with Section 3(b) above as Seller’s agreed and total liquidated damages, it being acknowledged and agreed by the Parties that it would be difficult or failure on impossible to determine Seller’s exact damages, and the part Deposits represent a reasonable estimate of those damages. Upon such termination by Seller, neither of the Lender to exercise Parties will have any right further liability or obligation under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsAgreement except for any Surviving Obligations. SELLER WAIVES ANY RIGHT TO SEEK ANY OTHER REMEDIES AGAINST BUYER, powers and remediesINCLUDING ANY EQUITABLE OR LEGAL REMEDIES. The Company will pay or reimburse the LenderNOTWITHSTANDING THE FOREGOING, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderNOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT ANY INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT WHICH ARE INTENDED TO SURVIVE ANY TERMINATION OF THIS AGREEMENT OR CLOSING. (c) No right The provisions of this Section 21 shall not limit any rights or remedy herein conferred upon remedies either Party may have after Closing with respect to those provisions of this Agreement that survive Closing (including for any misrepresentation or breach of warranty) or under the Lender is intended to be exclusive of Transfer Documents or any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition documents entered into pursuant to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Agreement.

Default Remedies. (a) If an Event any of Default (the foregoing events occurs, or if any other than an insolvency Event event constituting Tenant's breach of Default) has occurred a promise, guaranty or undertaking under this Lease or the Loan Agreement, THEN Landlord shall, without prejudice to any other remedies available to Landlord, have the option to terminate this Lease and is continuing, the Lender, by declare this Lease forfeited and cancelled upon written notice to Tenant and such termination and cancellation shall be effective and this Lease term shall end upon the Company, may declare the Loan Amount postmarking 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 requestnotice. In the event this Lease Agreement is terminated and cancelled by Landlord pursuant to the Company fails terms of this paragraph, Landlord shall have the right to re-enter and repossess itself of the premises, with or without process of law, using such force as may be necessary to remove all persons or chattels therefrom without being liable to any prosecution or for any damages by reason of such re-entry. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the demised premises, by reason of the violation of Tenant of any of the covenants and conditions of this Lease, or otherwise. The word "re-enter" as used herein is not restricted to its technical legal meaning, but is used in its broadest sense, and re-entry by Landlord for purposes of repair inspection or securing the demised premises in any manner shall not be deemed to be acceptance of a surrender by Tenant or a termination of this Lease. Landlord specifically reserves unto itself all remedies granted to it in law or equity in any situation arising under this Lease and no specified remedy granted herein shall preclude Landlord from any such other remedy. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions of this Lease, Landlord shall have the right of injunction and the right to invoke any penalty allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. In the event that this Lease shall be terminated as hereinbefore provided, or by summary proceedings or otherwise, or if the demised premises, or any part thereof, shall be abandoned by the Tenant, Landlord may, in its own name, but as agent for the Tenant if the Lease be not terminated or, if the Lease be terminated, in its own behalf, relet the whole or any portion of said premises, for any period equal to or greater or less than the remainder of the original term of this Lease for any sum which it may deem reasonable, to any tenant which it may deem suitable and satisfactory, and for any use and purpose which it may deem appropriate. In no event, however, shall the Landlord be under any obligation to relet the premises for any purpose other than the previous, authorized use under the Loan Agreement, which other uses Landlord may regard as injurious to the demised premises, or to any tenant which the Landlord, in the exercise of reasonable discretion, shall deem to be objectionable. The Landlord shall not in any event be required to pay all outstanding Amounts within the Tenant any surplus of any sums received by the Landlord on a reletting of said premises in excess of the rent reserved in this five (5) business day periodLease. In the event that this Lease be terminated by summary proceeding, or otherwise, or if the premises are abandoned or become vacant, and whether or not the premises be relet, the interest rate on Landlord shall be entitled to recover from the unpaid Tenant, and outstanding Loan Amount the Tenant shall pay to the Landlord, in addition to any damages caused to Landlord by breach or default in the terms and conditions of the surrender and repair clauses, as well as any consequential damages in any way arising by breach of this Note shall be increased toLease, and this Note shall bear interest at, a monthly rate the following: (i) An amount 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, if any, including but not limited to reasonable attorneys’ counsel fees, incurred by the Lender Landlord in collecting any sums due on this Note or in otherwise enforcing any recovering possession of the Lender's rights hereunder.demised premises, and all reasonable costs and charges for the care of said premises while vacant, which damages shall be due and payable by the Tenant to the Landlord at such time or times as such expenses are incurred by the Landlord; and (cii) No An amount equal to the amount of all rent and additional rent reserved under this Lease, less the net rent, if any, collected by the Landlord on reletting the demised premises. Landlord may, at its option, accelerate the total amount rental and additional rentals due during the entire term of this Lease and upon written notice of such acceleration, all such rentals and additional rentals shall become immediately due and payable. If Landlord shall accelerate rent, then Landlord shall semi-annually thereafter pay to Tenant the amount of net rental actually received in the six (6) months prior to each such payment. If rental and additional rental hereunder shall not be accelerated, then Landlord reserves the right to collect and such rental and additional rental, less net rental, if any, shall be collected, on the several days on which the rent and additional rent reserved in the Lease would have been due and payable. Such net rent collected on reletting by the Landlord and referred to above shall be computed by deducting from the gross rents collected all expenses incurred by the Landlord in connection with the reletting of the premises or remedy herein conferred upon any part thereof, including brokers' commissions and the Lender is intended cost of repairing, renovating or remodeling said premises and all sums which the Tenant has agreed to pay by way of taxes, sewer rent, water rents or water meter charges, insurance premiums and other similar items becoming due from time to time under the terms of this Lease shall be deemed additional rent reserved in this Lease, within the meaning of this paragraph. Landlord's entry into the Demised Premises to effect emergency repairs shall not be or deemed to be exclusive an acceptance of Tenant's unjustifiable surrender of the demised premises. Tenant shall have, after posting of Landlord's written notice, fifteen (15) days in which to cure any monetary default of Tenant and fifteen (15) days to cure any other right default of Tenant hereunder not requiring immediate performance or remedy contained herein not resulting in an emergency situation in which further damage, injury 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 otherwisedeterioration is eminent.

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 limitnig 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. 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), (c), (d), (e) If or (f) of Section 11.1, 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 eighteen percent (1.518%) per annum simple interest 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 Xxxxxx 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 Xxxxxx at any time prior to payment hereunder and Xxxxxx shall have all rights as a holder of the Lender Note until such time, if any, as Xxxxxx receives full payment pursuant to exercise this Section 11.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate as a waiver of such limit 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 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. If Lessee defaults in the payment of rent when due, or in the performance of any agreement, covenant or condition of this Lease, or abandons or vacates the demised premises prior to the end of the term of the Lease, then Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default or breach: (a) If an Event accelerate the rent for the term which would remain hereunder but for the default of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableLessee, and upon terminate Lessee’s right to possession of the demised premises by any such declarationlawful means, such Loan Amount in which case this Lease shall terminate and accrued interest Lessee shall thereupon become due and payable immediately within five (5) business days from surrender possession of the Lender’s written requestdemised premises to Lessor. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodsuch event, the interest rate on the unpaid and outstanding Loan Amount of this Note Lessor shall be increased toentitled to recover from Lessee all damages incurred by Lessor by reason of Lessee’s default, and this Note shall bear interest atincluding, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to to, the cost of recovering possession of the demised premises, expenses of reletting, reasonable attorneys’ fees, incurred by any real estate commission actually paid, and any unpaid rent for the Lender in collecting any sums due on this Note or in otherwise enforcing any balance of the Lender's current term less the amount of rental actually received by Lessor; (b) maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the demised premises. In such event, Lessor shall be entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder.; (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of pursue any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing available to Lessor under the law. In the event of assignment for the benefit of his creditors or the adjudication of Lessee in bankruptcy, either as a result of voluntary or involuntary petition, at lawthe Lessor’s option the term of this Lease shall terminate, in equityand this Lease shall thereupon be cancelled and become of no further force and effect. Lessee hereby waives and renounces any and all homestead and exemption rights he may now have or hereafter acquire as against payment of rent hereunder, by statute or otherwiseany other obligation or damage that may accrue under the terms of this Lease.

Default Remedies. 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), (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 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 eighteen percent (1.518%) per annum simple interest 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 Xxxxxx 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 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 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 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. If Subtenant shall fail to pay Fixed Rent on a timely basis, or any other payment of Subrent after five (a5) If days' notice, such event shall be an Event of Default (other than an insolvency Event of Default) has occurred and is continuinghereunder. In addition, the Lender, by notice notwithstanding anything to the Companycontrary in this Sublease, may declare if Subtenant defaults in performance of any other material obligation under this Sublease or commits any other material default under this Sublease, including the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration terms of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Xxxxxxxxx to the extent permitted incorporated in this Sublease, then Subtenant shall remedy such default within the applicable cure period (if any) provided for in the Xxxxxxxxx, as incorporated in this Sublease, which period shall automatically commence to run against Subtenant at the same time it commences to run against Sublandlord. If Subtenant fails to perform its obligations under this Sublease (including failure to pay Subrent or any obligation under the Xxxxxxxxx as incorporated by lawreference), then Sublandlord shall be entitled to exercise against Subtenant all remedies provided for all reasonable costs in the Xxxxxxxxx (as incorporated by reference) in the case of Sublandlord's default under the Xxxxxxxxx, and expensesany other remedies available at law or in equity. To the extent that Subtenant's default under this Sublease causes Sublandlord to incur liability to Overlandlord or any Leasehold Mortgagee (as such term is defined in the Xxxxxxxxx) (including any late fees, charges, or additional interest) or any loss, cost, damage or expense to Overlandlord, including but not limited payment of any holdover rent or other damages to Overlandlord (for the Premises or any part of it) if Subtenant fails to vacate all or any portion of the Premises at the end of the Term, Subtenant shall indemnify, defend, and hold harmless Sublandlord against all such liability, loss, cost, damage, and expense, including the payment of reasonable attorneys’ ' fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. Section 17.1 If at any time prior to or during the License Term, any one or more of the following events (a) If an Event of Default (other than an insolvency Event the “Events of Default”) has occurred shall occur: (i) if Licensee shall default in the payment when due of any installment of the License Fee or in the payment when due of any other sums due Licensor hereunder 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 default continues for five (5) business days following the due date, (ii) if any policy of insurance carried by or on behalf of Licensor with respect to the Premises shall be canceled or rendered void or voidable by reason of the use by Licensee of the Licensed Space in violation of the restrictions provided in this Agreement and if Licensee shall fail to cease such use within two (2) business days after Licensor shall have given Licensee a written notice specifying such default, (iii) if Licensee shall fail to comply with any term, covenant or condition of Article XII hereof, (iv) if Licensee shall file for bankruptcy, be declared insolvent, have a receiver appointed or assign substantially all of its assets to its creditors, or (v) if Licensee shall default in the observance or performance of any term, covenant or condition (other than the terms, covenants or conditions referred to in (i), (ii), (iii) or (iv) of this Section 17.1) of this Agreement to be observed or performed by Licensee, and Licensee shall fail to remedy such default within ten (10) days after written notice by Licensor to Licensee of such default, Licensor shall have the right, at Licensor’s option, to either: A. Terminate this Agreement, in which case Licensee shall immediately surrender the Licensed Space to Licensor. If Licensee fails to surrender the Licensed Space, Licensor may, in compliance with applicable Law and without prejudice to any other right or remedy, enter upon and take possession of the Licensed Space and expel and remove Licensee, Licensee’s Property and any parties occupying all or any part of the Licensed Space; or B. Terminate Licensee’s right to possession of the Licensed Space, in compliance with applicable Law and without prejudice to any other right or remedy, change the locks, without judicial process, and expel and remove Licensee, Licensee’s Property and any parties occupying all or any part of the Premises. If Licensor terminates Licensee’s possession of the Premises under this Section, Licensor shall have no obligation to post any notice and Licensor shall have no obligation whatsoever to tender to Licensee a key for new locks installed in the Premises. Nothing contained in the foregoing shall in any way be construed to limit Licensor’s right to pursue any and all remedies available under applicable law upon the occurrence of an Event of Default including legal proceedings to evict Licensee from the LenderLicensed Space and to recover License Fees and other damages. Licensee hereby expressly waives any and all rights Licensee may have under Sections 93.002 and 93.003 of the Texas Property Code (as amended or superseded from time to time) including without limitation its right to either recover possession of the Lease Space or terminate this Agreement, and Licensee hereby waives any and all liens (whether statutory, contractual or constitutional) and offset rights it may have against Licensor, including without limitation the rights conferred upon Licensee pursuant to Section 91.004 of the Texas Property Code, as amended or superseded from time to time, or other applicable law. Notwithstanding the foregoing, in the event of a hazardous materials contamination or Licensee’s written requestviolation of Section 12.2 or Section 12.3 of this Agreement, Licensor shall have the right, in Licensor’s sole discretion, to immediately terminate this Agreement, cause the Licensee to immediately cease operations in the Licensed Space, and/or cause the Licensee to immediately vacate the Licensed Space. In addition to the event the Company foregoing, Licensor may also terminate this Agreement pursuant to Licensor’s express termination rights elsewhere in this Agreement. Section 17.2 If Licensee fails to pay all outstanding Amounts perform any obligation of Licensee within this five (5) business day any applicable notice, grace or cure period, then Licensor at its option may (without waiving any right or remedy for Licensee’s non-performance) at any time thereafter perform the interest rate obligation of Licensee for the account of Licensee. Licensee shall upon demand reimburse Licensor’s cost (including reasonable attorneys’ fees) of so performing on demand. Notwithstanding any other provision concerning cure periods, Licensor may cure any non-performance for the unpaid and outstanding Loan Amount account of this Note shall be increased toLicensee after such notice to Licensee, and this Note shall bear interest atif any, a monthly rate equal as is reasonable under the circumstances if curing prior 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 applicable cure period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredreasonably necessary to prevent damage to the Licensed Space, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration Premises or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by Building or injury to persons, or to protect Licensor’s interest in the LenderLicensed Space, the Premises or the Building. (b) No course of dealing or delay or failure on the part of the Lender Section 17.3 Licensor shall be entitled 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 collect from Licensee reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on fees associated with Licensor’s enforcement of this Note or in otherwise enforcing any of the Lender's rights hereunderAgreement. (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 , 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 is continuingpayable, and, in addition, the Lenderapplicable Banks, by notice as set forth below, may, at their option, or shall, as indicated below, exercise any or all of the following remedies: a. Agent Bank may, upon the consent of Requisite Lenders, or at the direction of the Requisite Lenders shall terminate the obligation of Lenders to make any advances for Borrowings and/or declare all or part of the Company, may declare outstanding unpaid Indebtedness hereunder and under 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 kind. 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 (h). b. The Swingline Lender shall, upon receipt of 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 notice of any kind. 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 (h). c. 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 (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 L/C Issuer an amount in Cash equal to the then outstanding L/C Exposure, such Cash to be 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. The Banks and/or Agent Bank may exercise any other remedies available to Banks or Agent Bank at law or in equity, including requesting the appointment of a receiver to perform any acts required of Borrowers, or any act of them, under this Credit Agreement. Agent Bank on the part 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 LenderCollateral or remedy before pursuing any other Collateral or remedy. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or Lenders' failure on the part of the Lender to exercise any right under this Section remedy for a particular default shall operate as not be deemed a waiver of (i) such right or otherwise prejudice the Lender’s rightsremedy, powers and remedies. The Company will pay or reimburse the Lender, nor their rights 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 exercise any other remedy for that default, nor (ii) their right or to exercise that 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 otherwisefor any subsequent default.

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 limit Xxxxxx’s right to pursue any other remedies available to it at law or in equity including, without limitation, a waiver decree of such right or otherwise prejudice the Lender’s rights, powers and remediesspecific performance and/or injunctive relief. The Company will pay or reimburse the Lender, Notwithstanding anything to the extent permitted by lawcontrary herein, Borrower and Lender agree that Lender shall not foreclose on Borrower’s assets, or Borrower’s subsidiary’s assets, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by twelve months following the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderPurchase Price Date. (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 Buyer shall fail to make payment of any sums due hereunder and shall fail to cure such failure within ten (10) days from the date that such payment is overdue or shall default in the performance of any other obligation or covenant herein for more than thirty (30) days after written notice thereof by Seller to Buyer (or such longer period as is reasonably required to cure such default if Buyer promptly commenced and is diligently pursuing the cure thereof, but in any event such period shall not exceed sixty (60) days); or if an Event order for relief shall be issued in any bankruptcy or similar proceeding commenced by or against Buyer and such order is not dismissed within sixty (60) days; or if a receiver shall be appointed for all or part of Default Buyer's properties and not dismissed within sixty (other than 60) days after the appointment thereof (each of the foregoing being an insolvency "Event of Default) has occurred "), then and is continuing, in any such event Seller may at any time thereafter do any one or more of the Lender, by notice following to the Company, may declare extent not prohibited by law: (i) Seller shall have the Loan Amount right to assess a late charge of this Note and all accrued interest thereon 10% for any sums not paid by the fifteenth (15th) day following the due date of such sum; (ii) Seller shall have the right to cause any defaulted obligation or covenant to be immediately performed, in which event the expense thereof shall at once be due and payable, to be added to and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from be a part of the Lender’s written request. In then remaining balance of 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 toPurchase Price, and this Note shall bear draw interest at, a monthly at the rate equal to one and a half of fifteen percent (1.515%) or to the maximum rate permitted by law per annum until paid; or (the "Default Rate"iii) from the expiration of the five (5) business day period until If such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, occurs at any time during the Loan Amount term of this Note Contract or under the terms of the Cincinnati Contract and/or Winfield Contract, Seller shall have the right to terminate this Contract and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part recover possession of any Lender. Such declaration or all of acceleration the Premises by legal proceeding for forcible entry and detainer or otherwise as may be rescinded and past defaults may be waived provided by the Lenderlaw. (b) No course of dealing or delay or failure on the part In addition to and without limitation of the Lender to exercise foregoing remedies, upon occurrence of an Event of Default that is not cured by Buyer as provided above, Buyer shall reimburse Seller for 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 incurred by Seller resulting from such Event of Default, including but not limited to without limitation fees and commissions of any real estate brokers and reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lenderattorney's rights hereunderfees as provided below. (c) No right In the event either party hereto initiates litigation or remedy herein conferred upon hires legal counsel to enforce or protect its rights under this Contract, 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 prevailing party shall be cumulative and shall be entitled to recover from the unsuccessful party, in addition to every any other damages or relief awarded or obtained, all court costs and reasonable attorney's fees incurred in connection with such right litigation or remedy contained herein and therein or now or hereafter existing at law, in equity, action by statute or otherwiselegal counsel.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Investor may accelerate this Pre-Paid Purchase by written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (ab) If – (f) of Section 4.2, an Event of Default (other than an insolvency will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash at the Mandatory Default Amount. At any time following the occurrence of any Event of Default) has occurred and is continuing, the Lender, upon written notice given by notice Investor to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of eighteen percent (1.518%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). Notwithstanding the "foregoing, and for the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Investor need not provide, and accrued Interest thereon will become immediately due and payable without Company hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Lender Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to exercise this Section 4.3. No such rescission or annulment shall affect any subsequent Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate limit Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to a Purchase as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 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 fifteen percent (1.515%) per annum or to the maximum rate permitted by under applicable law (the "“Default Rate"Interest”) from the and shall compound daily. 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 consequent thereon. Nothing herein shall operate as a waiver of such right or otherwise prejudice the limit Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, right to the extent permitted by law, for all reasonable costs and expenses, including but not limited pursue any other remedies available to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note it at law or in otherwise enforcing any of the Lender's rights hereunderequity. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.