Common use of Default Remedies Clause in Contracts

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) 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “Default” shall exist if The occurrence of any of the following occurs shall be an event of default by Buyer under this Agreement: (a) The filing by Buyer of a voluntary proceeding under present or future bankruptcy, insolvency, or other laws respecting debtors' rights; (b) The consent by Buyer to an involuntary proceeding under present or future bankruptcy, insolvency, or other laws respecting debtor's rights; (c) The entering of an order for relief against Buyer or the appointment of receiver, trustee, or custodian for all or a substantial part of the property or assets of Buyer in any involuntary proceeding, and is the continuation of such order, judgment or decree unstayed for any period of thirty (30) consecutive days; (d) The failure of Buyer to perform or to observe any covenant, obligation, condition or requirement of this Agreement not remedied specifically named as a default in this Section 21, and the continuation of such failure for thirty (30) days after written notice from Seller specifying the nature and extent of any such default, or, if such default cannot reasonably be cured within such thirty (30)-day period, the failure either (i) in the case of events described in clause to commence to cure such default within such thirty (a) below30)-day period and to diligently continue to pursue such effort to cure to completion, within 15 days after notice from the Lender to the Company thereof, and or (ii) to cure such default within a reasonable time after the expiration of the first thirty (30)-day period, in no event to exceed ninety (90) days after the case written notice of events default. Upon the occurrence and continuance of any event of default described in clauses (b) through (h) below this Section 21 or elsewhere in any other breach of this Agreement, within 30 days Seller may elect to terminate this Agreement by giving written notice of such termination to Buyer, and this Agreement shall terminate as of the date specified in such notice (which date shall be on or after the date of the notice from of termination). In the Lender event that termination under this Section 21 occurs after Closing, Seller may exercise its right to repurchase the Property in accordance with the terms and conditions of Section 4. In addition to the Company thereof: (a) failure remedies of the Company punctually termination described above, a non-defaulting party shall have available to make any payment of any amount payable under the Note, whether at maturity, it all other rights and remedies provided in this Agreement or at a date fixed for any prepayment law or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in equity. Remedies under this Agreement shall be false or misleading in any material respect as cumulative and not restrictive 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)remedies.

Default Remedies. A The Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default” ”): the Company’s failure to pay when due any principal or interest payment on the due date hereunder and such default shall exist if any continue unremedied for a period of thirty (30) days following receipt of written notice signed by the following occurs and is not remedied Holder of such failure to pay; the Company shall (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender apply for or consent 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 assignment for the benefit of 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 receiver, trustee, interim trustee, receiver, liquidator or other custodian for any of itself or of all or a substantial part of its property; , (ii) be unable, 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 settlementadmit in writing its inability, 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, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; (e) or proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company is in default on indebtedness to another person, the 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 a substantial part of the assets of property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company unless waived or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in writing by the Lender. Upon the occurrence of a Default, the Lender effect shall be entitled to declare any commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within ninety (90) days of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)commencement.

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) 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 NoteNotes, 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note Notes due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “Default” shall exist if any Each of the following occurs and is not remedied an “Event of Default” under this Agreement when continuing ten (10) business days’ after written notice is delivered to Debtor: (i) default shall be made in the case payment of events described in clause (a) belowthe Obligations, within 15 days after notice from the Lender to the Company thereofwhen due, and not cured following written notice; (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 Debtor shall 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 assignment for the benefit of creditors; its creditors or if shall file or commence or have filed or commenced against it any action is brought by proceeding for any relief under any bankruptcy or insolvency law or any law or laws relating to the Company seeking dissolution relief of the Company debtors, readjustment of indebtedness, reorganizations, compositions or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiverextensions, or other custodian for any of its property; a receiver 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 trustee shall be appointed 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 matureundersigned; (eiii) the Company liquidation, dissolution, merger or consolidation of Debtor (except where provision is made in default on indebtedness any such transaction for the Secured Party to another person, the amount of be paid any remaining Principal Amount and accrued but unpaid Interest thereon in connection with any such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Companytransaction); or (fiv) 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 an Event of Default under the Note, THEN, upon the occurrence of any such Event of Default, or upon the Lender shall be entitled to Maturity Date, Secured Party at its election, may declare any the entire outstanding balance of the amounts owed by the Company under the Note Principal Amount and accrued but unpaid Interest, late charges, fees and costs thereon immediately due and payable, whereupon they immediately will become due together with all costs of collection, including reasonable attorneys’ fees, or may exercise upon or enforce its rights in the Collateral, as set forth herein or under applicable law. (a) If an Event of Default shall occur, then, in each and payable without presentmentevery such case, demand, notice or protest Secured Party may at any time thereafter exercise and/or enforce any of any kind (all of which are expressly waived by the Company).following rights and remedies at Secured Party’s option:

Default Remedies. A (a) The Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default” shall exist if any of the following occurs and is not remedied ”): (i) in the case of events described in clause (a) 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) Company’s failure of the Company punctually to make any payment of any amount payable under principal or interest as and when due in accordance with the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; terms of this Note and the Purchase Agreement; (bii) any statementdefault by the Company in the performance of any other material obligation, representationcovenant, term or provision contained in this Note or the Purchase Agreement; (iii) any representation or warranty of made by the Company in connection with this Note or to induce the holder of this Note to make a loan to the Company (including but not limited to those made in this Agreement shall be the Purchase Agreement) proves to have been false or misleading in any material respect as when made; or (iv) the Company’s dissolution or termination of existence; the appointment of a receiver of all or any part of the date made; (c) failure property of the Company punctually and fully to comply with any of its covenants in this AgreementCompany; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought creditors 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; (e) the Company is in default on indebtedness to another person, the 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 the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company or any guarantor, surety or endorser for the Company which results in the entry of an order for relief or which remains undismissed, undischarged or unbonded for a period of 90 days or more. (fb) a sale The entire unpaid principal balance of this Note and all or substantially all accrued interest on such unpaid principal balance shall immediately be due and payable at the option of the assets holder of the Company unless waived in writing by the Lender. Upon this Note upon the occurrence of a Default, the Lender shall be entitled to declare any one or more of the amounts owed by Events of Default if, in the Company case of an Event of Default described under Section 5(a)(i), (ii) or (iii) above, such Event of Default shall continue unremedied for a period of 5 days after notice thereof from the Note due holder of this Note, and payablein the case of an Event of Default described under Section 5(a)(iv) above, whereupon they immediately will become due and payable without presentment, demand, notice or protest at any time after the occurrence of any kind (all such Event of which are expressly waived by the Company)Default.

Default Remedies. A “Default” shall exist if any In the event of the following occurs and is not remedied (i) in the case of events described in clause (a) belowany insolvency, within 15 days after notice from the Lender to the Company thereofbankruptcy, and (ii) in the case receivership, custodianship, liquidation, reorganization, readjustment of events described in clauses (b) through (h) below or elsewhere in this Agreementdebt, 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 Notearrangement, whether at maturitycomposition, 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 assignment for the benefit of 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 similar proceeding relative to Borrower or its creditors, as such, or its property, or (b) any proceeding of Borrower for voluntary liquidation, dissolution, winding down or bankruptcy proceedings (collectively, an "Insolvency Event"), then and in any such event: (i) All of the Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, obligations or other property, shall be made in respect of the Subordinated Debt; (ii) Any payment or distribution of any character, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution of any other indebtedness of Borrower being subordinated to the Subordinated Debt), shall be paid or delivered directly to Senior Lender, or its representative, until the Termination Date, and Subordinated Lender irrevocably authorizes, empowers and directs all receivers, custodians, trustees, liquidators, conservators and others having authority in the property and premises of Subordinated Lender to effect all such payments and deliveries; or if and (iii) Notwithstanding any statute, including, without limitation, the Company commences a voluntary case under United States Bankruptcy Code (the Federal "Bankruptcy Code; "), any rule of law or if any reorganization or arrangement proceeding is instituted by bankruptcy procedures to the Company for contrary, the settlement, readjustment, composition or extension right of Senior Lender hereunder to have all of the Senior Debt paid and satisfied in full prior to the payment 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; (e) the Company is in default on indebtedness to another personSubordinated Debt shall include, without limitation, the amount right of such indebtedness exceeds $250,000 and Senior Lender to be paid in full all interest accruing on the acceleration of Senior Debt due to it after 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest filing of any kind (all petition by or against Borrower in connection with any bankruptcy or similar proceeding or any other proceeding referred to in this paragraph, hereof, prior to the payment of which are expressly waived by any amounts in respect to the Company)Subordinated Debt, including, without limitation, any interest due to Subordinated Lender accruing after such date.

Default Remedies. A “Default” shall exist if any Any of the following occurs and is not remedied (i) in the case shall constitute an "Event of events described in clause Default" under this Lease: If (a) below, within 15 Lessee fails to pay when due any rent or other amount required herein to be paid by Lessee and such non-payment continues for more than seven days after notice thereof from the Lender to the Company thereofLessor, and (ii) in the case of events described in clauses or (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 Lessee makes an assignment for the benefit of creditors; , whether voluntary 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, receiverinvoluntary, or other custodian for any of its property; or if the Company commences (c) 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 filed by or against Lessee under any bankruptcy, insolvency or similar legislation, or (d) Lessee violates or fails to perform any provision of either this Lease or any Acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, and fails to correct the Company seeking similar relief same within seven days after notice thereof from Lessor, or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personLessee makes a bulk transfer of furniture, the 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; furnishings, fixtures or other equipment or inventory, or (f) Lessee ceases doing business as a sale of going concern or terminates its existence, or (g) Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the assets legal structure of Lessee, in each case it results, in the opinion of the Company unless waived Lessor, in writing a material adverse change in Lessee's ability to perform its obligations under this Lease, or (h) any representation or warranty made by Lessee in this Lease or in any other document or agreement furnished by Lessee to Lessor shall prove to have been false or misleading in any material respect when made or when deemed to have been made, or (i) Lessee shall be in default under any material obligation for the Lenderpayment of borrowed money or the deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property and such default continues for more than seven days after notice thereof from Lessor, or (j) Lessee shall be in default under any other agreement now existing or hereafter made with Lessor or any of Lessor's affiliates and such default continues for more than seven days after notice thereof from Lessor, or (k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g), (h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "Lease"), (i) or (j) shall have occurred with respect to any guarantor of, or other party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the guaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. Upon An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default upon Lessee's receipt of notice or knowledge thereof (other than pursuant to Lessor's notice). (a) Lessor may terminate this Lease with respect to all or any part of the Equipment, (b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, (c) Lessor may take possession of any or all items of Equipment, wherever the same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this Lease, (d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender Equipment the sum of (1) the total amount due and owing to Lessor at the item of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) form date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if the Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statue or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to declare any recover a greater amount in damages than Lessor could have gained by receipt of the amounts owed by of Lessee's full, timely and complete performance of its obligations pursuant to the Company terms of this Lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A “Default” shall exist if any Any of the following occurs and is not remedied shall constitute a Default under the Contract: (iI) in the case of events described in clause (a) below, within 15 days after notice from the Lender Customer fails to the Company thereof, and pay when due any sums due under any Contract: (ii) Customer breaches any representation or fails to perform any obligation in any Contract; (iii) Customer materially breaches or terminates the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender license relating 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 otherwiseSoftware; (biv) any statement, representation, Customer defaults under a material agreement with Assignee; or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (cv) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company Customer becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; , or if any action a trustee or receiver is brought appointed for Customer or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against Customer. In the Company seeking dissolution event of a Default that is not cured within thirty (30) days of its occurrence, OCC may: (i) require all outstanding Payment Amounts and other sums due and scheduled to become due (discounted at the lesser of the Company or liquidation rate in the Contract 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 five percent (5%) per annum simple interest) to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they become immediately will become due and payable without presentmentby Customer; (ii) pursue any rights provided under the Agreement, demandas well as terminate all of Customer's rights to use the System and related services, notice and Customer agrees to cease all use of the System; and (iii) pursue any other rights or protest remedies available at law or in equity. In the event OCC institutes any action for the enforcement of the collection of Payment Amounts, there shall be due from Customer. In addition to the amounts due above, all costs and expenses of such action, including reasonable attorneys' fees. No failure or delay on the part of OCC to exercise any right or remedy hereunder shall operate as a waiver thereof, or as a waiver of any kind (all subsequent breach. All remedies are cumulative and not exclusive, Customer acknowledges that upon a. default under the Contract, no party shall license, lease, transfer or use any Software in mitigation of which are expressly waived by the Company)any damages resulting from Customer's default.

Default Remedies. A “Default” (a) If Tenant shall: (i) default in the payment when due of any Basic Rent, Additional Rent, or any other charges hereunder, and such default shall exist continue for five (5) business days after written notice from Landlord of such default; or (ii) if Tenant shall default in the performance or observance of any of the other covenants contained in this Lease on Tenant’s part to be performed or observed and shall fail, within thirty (30) days after written notice from Landlord of such default, to cure such default, or if such cure cannot reasonably be completed within thirty (30) days, if Tenant fails promptly to commence such cure, and thereafter diligently complete it (and in any event within sixty (60) days following occurs and the end of said thirty (30) day period); or (iii) if the estate hereby created shall be taken on execution, or by other process of law or if Tenant shall be found, under Title 11 of the United States Code as from time to time in effect, or under any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, to be bankrupt or insolvent, or an order by a court of competent jurisdiction shall be entered approving its liquidation or reorganization or any modification or alteration of the rights of its creditors (which order is not remedied discharged within 45 days after such entry) or assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property (in every such case, a “Default of Tenant”): then, and in any of said cases, Landlord may, to the extent permitted by law, immediately or at any time thereafter and without demand or notice, terminate this Lease and enter into and upon the Premises, or any part thereof in the name of the whole, and repossess the same as of Landlord’s former estate, and, by any lawful means, expel Tenant and those claiming through or under Tenant and remove its effects without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant. (b) No termination or repossession provided for in this Paragraph 23 shall relieve Tenant or any guarantor of the obligations of Tenant under this Lease of or from its liabilities and obligations under this Lease, all of which shall survive any such termination or repossession. In the event of any such termination or repossession, Tenant shall pay to Landlord either: (i) in advance on the case first day of events described each month, for what would have been the entire balance of the Term one-twelfth (1/12) (and a pro rata portion thereof for any fraction of a month) of the annual Basic Rent, Additional Rent and all other amounts for which Tenant is obligated hereunder, less, in clause each case, the actual net receipts by Landlord by reason of any reletting of the Premises after deducting Landlord’s expenses in connection with such reletting, including, without limitation, removal, storage and repair and renovation costs and reasonable brokers’ and attorneys’ fees; or (aii) below, at the option of Landlord exercisable (in Landlord’s sole discretion) by Landlord’s giving notice to Tenant within 15 thirty (30) days after any such termination, an amount equal to the amount by which the payments of Basic Rent and Additional Rent reasonably estimated to be payable for the balance of the Term after the date of the exercise of said option would exceed the payments reasonably estimated to be the fair rental value of the Premises over such period, determined as of such date. Landlord will use commercially reasonable efforts to mitigate its damages. (c) Without thereby affecting any other right or remedy of Landlord hereunder, Landlord may, at its option, cure for Tenant’s account any default by Tenant hereunder which remains uncured after said thirty (30) days’ notice of default from Landlord to Tenant, and the cost to Landlord of such cure shall be deemed to be Additional Rent and shall be paid to Landlord by Tenant with the installment of Basic Rent next accruing, together with interest thereon, from the Lender date so expended until the date repaid, at the annual rate often percent (10%). Without thereby affecting any other right or remedy of Landlord hereunder, Landlord may, at its option, charge Tenant a late charge in the amount of five percent (5%) of the amount overdue in connection with any Basic Rent or Additional Rent not paid within five (5) business days of the date when due. (d) Notwithstanding any provision hereof to the Company thereofcontrary, in the event that (i) Landlord has failed to perform any obligation required of Landlord under this Lease in connection with the repair or maintenance of the Building or the Property, and Landlord’s failure is having an immediate, material and adverse impact on the Tenant’s ability to conduct its business in the Premises, and (ii) Tenant gives Landlord a written notice of such failure as provided above, which notice shall clearly describe (x) the alleged failure and (y) the material and adverse impact of Tenant’s ability to conduct its business in the case of events described in clauses Premises, and states that Tenant intends to perform such obligation, and (biii) through within three (h3) below or elsewhere in this Agreement, within 30 days after Landlord’s receipt of such notice, Landlord has not either cured or commenced to sure such failure, or given Tenant a notice from that Landlord in good faith disputes its obligation to perform the Lender same, then Tenant may make such repairs or perform such maintenance in a good and workmanlike manner and in accordance with all laws and codes, and using reputable, licensed and insured contractors, except that nothing herein shall authorize Tenant to perform any work involving or affecting the Company thereof: (a) failure structure of the Company punctually to make any payment of any amount payable under Building or 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 roof of the Company made Building or the electrical, mechanical or plumbing systems that serve any areas other than the Premises. Any notice to Landlord hereunder must state in this Agreement shall be false or misleading in any material respect as of the date made; prominent bold type: “TIME-SENSITIVE NOTICE. ACTION IS REQUIRED WITHIN THREE (c3) 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 assignment DAYS.” Landlord will reimburse Tenant for the benefit actual and reasonable third party costs paid by Tenant in so doing (as evidenced by copies of 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 trusteereceipted invoices, interim trusteework orders, receiverchecks, or other custodian for any back-up as Landlord may reasonably request) up to a maximum 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; Ten Thousand Dollars (e$10,000.00). Such reimbursement shall be made within thirty (30) the Company is in default on indebtedness to another person, the amount days after Landlord’s receipt of such indebtedness exceeds $250,000 and back-up material. Tenant shall in no event have the acceleration of the maturity of right to withhold any such indebtedness would have a material adverse effect upon the Company; amount due from Landlord from, or offset any such amount against any payment (fincluding without limitation Rent or additional rent) 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 Defaultdue from Tenant to Landlord hereunder, the Lender it being agreed that Tenant’s sole remedy shall be entitled an action against Landlord to declare any of collect the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)same.

Default Remedies. A “Default” shall exist if A. The occurrence of any of the following occurs and is not remedied (i) in the case shall constitute an “Event of events described in clause (a) 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 Default” under this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) : i. Any failure of the Company punctually by Customer to make any payment required hereunder on or before the specified due date, where such failure continues for five (5) days after receipt of written notice from Operator; ii. A failure by either Party to observe and perform any amount payable under other material provision or covenant of this Agreement to be observed or performed by such Party other than obligations to make any payment, where such failure continues for ten (10) business days after receipt of written notice thereof from the Noteother Party, whether at maturityexcept that the non-defaulting Party shall agree to extend the cure period for a reasonable period of time (within its discretion) if the alleged default is not reasonably capable of cure within the ten (10) business day period and the defaulting Party proceeds diligently to cure the default; or iii. Either Party (a) is dissolved (other than pursuant to a consolidation, amalgamation or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisemerger); (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 assignment for the benefit of 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 generally unable to pay its debts upon any terms; or if any action fails or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable admits in writing its inability generally to pay its debts as they maturebecome due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (1) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (2) is not dismissed, discharged, stayed or restrained within thirty (30) days; (e) the Company is in default on indebtedness has a resolution passed for its winding-up, official management or liquidation (other than pursuant to another persona consolidation, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Companyamalgamation or merger); or (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all its assets; (g) has a sale secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained within thirty days; (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the assets events specified in clauses (a) to (g) inclusive; or, (i) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Company unless waived in writing by the Lender. foregoing acts. B. Upon the occurrence an Event of a Default, the Lender shall be entitled non-defaulting Party may terminate this Agreement upon notice to declare any of the amounts owed by the Company defaulting Party and/or pursue other rights or remedies available under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Applicable Law.

Default Remedies. A “Default” shall exist if (a) Notwithstanding any provision of the following occurs and is not remedied any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any Event of Default specified in subsections (a)-(j) of the Section entitled “EVENTS OF DEFAULT,” Secured Party at its option may declare the Liabilities immediately due and payable without notice or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled “EVENTS OF DEFAULT,” the Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity. (b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion: (i) without being required to give any prior notice to Pledgor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and (ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Pledgor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor. Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Pledgor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Pledgor requests in writing, but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any right with respect to Collateral against prior parties, or to do any act with respect to preservation of Collateral not so requested by Pledgor, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of sale shall be required to be given by law, Secured Party shall give Pledgor at least ten days’ written notice of any such public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case any such purchaser shall fail to take up and pay for the Collateral so sold; in the case of events described any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Secured Party may proceed by a suit at law or in clause (a) belowequity to foreclose this Agreement and to sell the Collateral, within 15 days after notice from the Lender to the Company or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Except as and if otherwise required by law, any proceeds of the Collateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Pledgor. (iic) Secured Party may, by written notice to Pledgor, 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 events described any such waiver, Secured Party and Pledgor 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 failure to exercise, and no delay in clauses (b) through (h) below or elsewhere in this Agreementexercising, within 30 days after notice from on the Lender to the Company thereof: (a) failure part of the Company punctually to make any payment Secured Party of any amount payable under right, power or privilege hereunder shall preclude any other or further exercise thereof or the Noteexercise of any other right, whether at maturity, power or at a date fixed for privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any prepayment rights or partial prepayment, or remedies provided 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; law. (d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or refrain from taking action, and shall distribute proceeds of Collateral and other amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall from time to time agree. Except as and if the Company becomes insolvent required by law Pledgor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and any Lender as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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 to Secured Party’s acting as collateral agent 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “(a) The following shall be deemed "Events of Default” shall exist if " under the Lease: (1) Lessee fails to pay any installment of rent or other charge or amount due under the Lease within ten (10) days after notice that such payment is overdue; or (2) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (i3) Any representation or warranty made by Lessee or Lessee's guarantor in the case of events described Lease or any document supplied in clause connection with the Lease or any financial statement is misleading or materially inaccurate; or (a4) below, within 15 days after notice from the Lender Lessee fails to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below observe or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure perform any of the Company punctually other obligations required to make any payment of any amount payable be observed by Lessee under the Note, whether at maturity, Lease within thirty (30) days of Lessee's first knowledge of such failure; or (5) Lessee or at Lessee's guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or other custodian for shareholders shall take any action to effect its dissolution or liquidation; or (6) If within thirty (30) days after the commencement of its property; any proceedings against Lessee 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 settlementLessee's guarantor seeking reorganization, arrangement, composition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee's or Lessee's guarantor's consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its debts respective assets and properties, such appointment shall not be vacated. (b) Upon the happening of any Event of Default, Lessor may declare the Lessee to be in default. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any termsunpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or if any action Lessor may lease, otherwise dispose of or petition is otherwise brought by the Company seeking similar relief keep idle all or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration part of the maturity Equipment, subject, however, to its obligation to mitigate damages. The proceeds of such indebtedness would have a material adverse effect upon the Company; sale, lease or (f) a sale of all or substantially all other disposition, if any, of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender Equipment shall be entitled applied: (1) to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).Lessor's costs,

Default Remedies. A “Default” shall exist if (a) The occurrence of any one or more of the following occurs and is not remedied events with respect the Maker shall constitute an event of default hereunder (“Event of Default”): (i) in the case If Maker shall fail to pay when due any payment of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and principal or interest on this Note. (ii) in If, pursuant to or within the meaning of the United States Bankruptcy Code, any other federal, state, or analogous Canadian law relating to insolvency or relief of debtors (a “Bankruptcy Law”), the Maker shall (A) commence a voluntary case of events described in clauses or proceeding, (bB) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender consent to the Company thereof: entry of an order for relief against it in an involuntary case, (aC) failure consent to the appointment of the Company punctually to a trustee, receiver, assignee, liquidator or similar official, (D) 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 assignment for the benefit of its 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 (E) admit in writing 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 inability to pay its debts as they mature; become due. (eiii) If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company is Maker in default on indebtedness to another personan involuntary case, (B) appoints a trustee, receiver, assignee, liquidator or similar official for the 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 Maker, or substantially all of their respective properties, or (C) orders the assets liquidation of the Company unless waived Maker, and in each case the order or decree is not dismissed within sixty (60) days. (b) The Maker shall notify the Holder in writing by no more than five (5) days after the Lender. occurrence of any Event of Default of which the Maker has actual knowledge. (c) Upon the occurrence of a Defaultan Event of Default hereunder, the Lender shall be entitled Holder may, at its option, (i) by written notice to Maker, declare any the entire unpaid principal balance of the amounts owed by the Company under the Note due and payablethis Note, whereupon they together with all accrued interest thereon, immediately will become due and payable without presentment, demand, notice or protest regardless of any kind prior forbearance and (ii) exercise any and all of which are expressly waived by rights and remedies available to it under applicable law, including, without limitation, the Company)right to collect from Maker all sums due under this Note, including, without limitation, reasonable attorneys’ fees.

Default Remedies. A (a) Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default” shall exist if any of the following occurs and is not remedied ”): (i) Company’s failure to pay any payment of principal or interest as and when due in accordance with the case terms of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and this Note; (ii) Company’s failure to perform or comply with any other obligation, covenant, term or provision contained in this Note or in the case of events described in clauses Securities Purchase Agreement and, if curable, Company has failed to cure such default within 10 days after the occurrence thereof; (biii) through (h) below or elsewhere any representation made to holder in this Agreement, within 30 days after notice from Note or in the Lender Securities Purchase Agreement or any financial statement or other information furnished to the Holder by or on behalf of 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 incorrect in any material respect when made or furnished; (iv) the acceleration of any of the Senior Indebtedness (as defined in that certain Amended and Restated Intercreditor Agreement, dated as of March 6, 2008 (the date made; “Intercreditor Agreement”), by and among Company, Holder and the other parties thereto) or Junior Indebtedness (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 Intercreditor Agreement), or makes if the Intercreditor Agreement has then terminated in accordance with Section 18(a) of the Intercreditor Agreement, the acceleration of any indebtedness in excess of $100,000; or (v) Company’s dissolution, termination of existence, insolvency or business failure; the appointment of a receiver of all or any material portion of the assets of Company; an assignment for the benefit of creditorscreditors by Company; 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 commencement of any of its debts upon proceeding under any terms; bankruptcy or if any action insolvency laws by 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the against Company; or (f) a sale of all or substantially all any material portion of the assets of Company is attached or becomes subject to levy or similar judicial proceeding that is not released within 30 days. (b) The entire unpaid principal balance of this Note and all accrued interest on such unpaid principal balance shall immediately be due and payable at the Company unless waived in writing by option of the Lender. Upon holder of this Note upon the occurrence of a Default, the Lender shall be entitled to declare any one or more of the amounts owed by Events of Default and at any time after the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest occurrence of any kind (all one or more of which are expressly waived by the Company)Events of Default.

Default Remedies. A “Default” shall exist if (a) Notwithstanding any provision of the following occurs and is not remedied any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any Event of Default specified in subsections (a)-(j) of the Section entitled “EVENTS OF DEFAULT,” Secured Party at its option may declare the Liabilities immediately due and payable without notice or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled “EVENTS OF DEFAULT,” the Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity. (b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion: (i) without being required to give any prior notice to Debtor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and (ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Debtor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Debtor. Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Debtor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Debtor requests in writing, but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any right with respect to Collateral against prior parties, or to do any act with respect to preservation of Collateral not so requested by Debtor, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of sale shall be required to be given by law, Secured Party shall give Debtor at least ten days’ written notice of any such public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case any such purchaser shall fail to take up and pay for the Collateral so sold; in the case of events described any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Secured Party may proceed by a suit at law or in clause (a) belowequity to foreclose this Agreement and to sell the Collateral, within 15 days after notice from the Lender to the Company or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Except as and if otherwise required by law, any proceeds of the Collateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Debtor. (iic) Secured Party may, by written notice to Debtor, 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 events described any such waiver, Secured Party and Debtor 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 failure to exercise, and no delay in clauses (b) through (h) below or elsewhere in this Agreementexercising, within 30 days after notice from on the Lender to the Company thereof: (a) failure part of the Company punctually to make any payment Secured Party of any amount payable under right, power or privilege hereunder shall preclude any other or further exercise thereof or the Noteexercise of any other right, whether at maturity, power or at a date fixed for privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any prepayment rights or partial prepayment, or remedies provided 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; law. (d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or refrain from taking action, and shall distribute proceeds of Collateral and other amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall from time to time agree. Except as and if the Company becomes insolvent required by law Debtor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and any Lender as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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 to Secured Party’s acting as collateral agent 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “Default” shall exist if any (a) Upon the occurrence and continuation of an Event of Default under Sections 8.1(f), (g), (h), (j) or (v) of this Agreement, the entire unpaid balance of the following occurs Obligations shall automatically become due and is not remedied payable, the Drawdown Termination Date shall immediately occur and the Maximum Facility Amount shall immediately terminate, all without any notice or action of any kind whatsoever. (b) Upon the occurrence and continuation of an Event of Default under any other provision of Section 8.1 of this Agreement, the Administrative Agent, on behalf of the Managing Agents, may declare the Drawdown Termination Date to have occurred, terminate the Bank Commitments and reduce the Maximum Facility Amount to zero, and the Administrative Agent, on behalf of the Managing Agents, may do any one or more of the following: (i) in declare the case of events described in clause (a) 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 entire unpaid balance 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note Obligations immediately due and payable, whereupon they immediately will become it shall be due and payable without presentmentpayable; (ii) declare the Drawdown Termination Date to have occurred, demandterminate the Bank Commitments and reduce the Maximum Facility Amount to zero; (iii) reduce any claim to judgment pursuant to applicable law; (iv) exercise the rights of offset or banker’s Lien against the interest of the Borrower in and to every account and other Property of the Borrower that are in the possession of the Lenders, notice the Managing Agents, the Collateral Agent or protest the Administrative Agent to the extent of the full amount of the Obligations (the Borrower being deemed directly obligated to the Lenders and the Administrative Agent in the full amount of the Obligations for such purposes); (v) subject to applicable law foreclose or direct the Collateral Agent to foreclose any or all Liens or otherwise realize upon any and all of the rights the Administrative Agent, the Managing Agents or the Lenders may have in and to the Collateral, or any part thereof; and (vi) exercise any and all other legal or equitable rights afforded by the Transaction Documents, applicable Governmental Requirements, or otherwise, including, but not limited to, the right to bring suit or other proceedings before any Governmental Authority either for specific performance of any kind covenant or condition contained in any of the Transaction Documents or in aid of the exercise of any right granted to the Lenders, the Managing Agents or the Administrative Agent in any of the Transaction Documents. (c) Upon the occurrence and continuation of a Default hereunder or under any Transaction Document, the Administrative Agent, on behalf of the Managing Agents, may, in addition to any and all of which are expressly waived other legal or equitable rights afforded by the Company)Transaction Documents, deliver an Activation Notice under the Collection Account Control Agreement and/or the Reserve Account Control Agreement. (d) Notwithstanding anything to the contrary herein, the Obligations of the Borrower under this Agreement shall be recourse solely to the Mortgage Assets, and the Borrower shall have no obligation in respect of any deficiencies.

Default Remedies. A “Default” (a) In the event a Development Default shall exist if any of the following occurs and is not remedied or occur Newco may: (i) terminate its obligations under this Agreement in respect of the Development Loan and cease to make any further advances under Section 1.1 and Section 2.1, and shall have the right to declare the Development Note due and payable in full, without demand, presentment, or notice of any kind; (ii) in its sole and absolute discretion, exercise any one or more of the rights and remedies accruing to a secured party under the Uniform Commercial Code in respect of the Development Note with respect to the Collateral and any other applicable law upon default by a debtor; (iii) exercise its rights under the other Security Instruments in respect of the Development Loan; (iv) exercise all or a portion of the Option; provided, however, that in the case of events any event or condition described in clause (aSection 10.1(g) belowwith respect to Company or any Subsidiary, 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 Newco's obligations 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 automatically terminate forthwith 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company hereunder and under the Development Note due and payable, whereupon they shall automatically become immediately will become due and payable without presentmentnotice, demand, presentment, protest, diligence, notice of dishonor, or protest of any kind (other formality, all of which are hereby expressly waived waived. (b) In connection with the exercise of Newco's rights and remedies provided in Section 10.2(a)(ii), Company hereby agrees to assemble the Collateral and make it available to Newco at a place to be designated by Newco which is reasonably convenient to both parties, authorizes Newco to take possession of the Collateral with or without demand and with or without process of law and to sell and dispose of the same at public or private sale and to apply the proceeds of such sale to the costs and expenses thereof (including reasonable attorneys' fees and disbursements actually incurred by Newco) and then to the payment and satisfaction of the Development Loans. Any requirement of reasonable notice shall be met if Newco sends such notice to Company, by registered or certified mail, at least ten days prior to the date of sale, disposition, or other event giving rise to a required notice. Newco may be the purchaser at any such sale. Company expressly authorizes such sale or sales of the Collateral in advance of and to the exclusion of any sale or sales of or other realization upon any other collateral securing the Development Loans. Newco shall have no obligation to preserve rights against prior parties. Company hereby waives as to Newco any right of subrogation or marshaling of such Collateral and any other collateral for the Development Loans. To this end, Company hereby expressly agrees that any such collateral or other security of Company or any other party which Newco may hold, or which may come to any of them or any of their possession, may be dealt with in all respects and particulars as though this Agreement were not in existence. The parties hereto further agree that public sale of the Collateral by auction conducted in any county in which any Collateral is located or in which Newco or Company does business after advertisement of the time and place thereof shall, among other manners of public and private sale, be deemed to be a commercially reasonable disposition of the Collateral. Company shall be liable for any deficiency remaining after disposition of the Collateral. Newco agrees and acknowledges that there are different defaults for the Refinancing Loan and the Development Loan and that it is possible for one of the loans to be in default while the other is not. Consequently, the rights and remedies of Newco hereunder with respect to the Collateral are limited to the amount of the obligations that are the subject of the default. (c) In the event of a Refinancing Default (as hereinafter defined)., and only in such event, Newco may declare the Refinancing Loan due and payable or exercise rights equivalent to those in Section 10.2(a)(i), (ii) or (iii). For purposes of this Agreement, a "Refinancing Default" shall mean:

Default Remedies. A “Default” (a) In the event a Development Default shall exist if any of the following occurs and is not remedied or occur Newco may: (i) terminate its obligations under this Agreement in respect of the Development Loan and cease to make any further advances under Section 1.1 and Section 2.1, and shall have the right to declare the Development Note due and payable in full, without demand, presentment, or notice of any kind; (ii) in its sole and absolute discretion, exercise any one or more of the rights and remedies accruing to a secured party under the Uniform Commercial Code in respect of the Development Note with respect to the Collateral and any other applicable law upon default by a debtor; (iii) exercise its rights under the other Security Instruments in respect of the Development Loan; (iv) exercise all or a portion of the Option; provided, however, that in the case of events any event or condition described in clause (aSection 10.1(g) below, within 15 days after notice from the Lender with respect to the Company thereofor any Subsidiary, 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 Newco's obligations 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 automatically terminate forthwith 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company hereunder and under the Development Note due and payable, whereupon they shall automatically become immediately will become due and payable without presentmentnotice, demand, presentment, protest, diligence, notice of dishonor, or protest of any kind (other formality, all of which are hereby expressly waived waived. (b) In connection with the exercise of Newco's rights and remedies provided in Section 10.2(a)(ii), the Company hereby agrees to assemble the Collateral and make it available to Newco at a place to be designated by Newco which is reasonably convenient to both parties, authorizes Newco to take possession of the Collateral with or without demand and with or without process of law and to sell and dispose of the same at public or private sale and to apply the proceeds of such sale to the costs and expenses thereof (including reasonable attorneys' fees and disbursements actually incurred by Newco) and then to the payment and satisfaction of the Development Loan. Any requirement of reasonable notice shall be met if Newco sends such notice to the Company, by registered or certified mail, at least ten days prior to the date of sale, disposition, or other event giving rise to a required notice. Newco may be the purchaser at any such sale. The Company expressly authorizes such sale or sales of the Collateral in advance of and to the exclusion of any sale or sales of or other realization upon any other collateral securing the Development Loan. Newco shall have no obligation to preserve rights against prior parties. The Company hereby waives as to Newco any right of subrogation or marshaling of such Collateral and any other collateral for the Development Loan. To this end, the Company hereby expressly agrees that any such collateral or other security of the Company or any other party which Newco may hold, or which may come to any of them or any of their possession, may be dealt with in all respects and particulars as though this Agreement were not in existence. The parties hereto further agree that public sale of the Collateral by auction conducted in any county in which any Collateral is located or in which Newco or the Company does business after advertisement of the time and place thereof shall, among other manners of public and private sale, be deemed to be a commercially reasonable disposition of the Collateral. The Company shall be liable for any deficiency remaining after disposition of the Collateral. Newco agrees and acknowledges that there are different defaults for (i) the Refinancing Loan and (ii) the Development Loan and that it is possible for one of the loans to be in default while the other is not. Consequently, the rights and remedies of Newco hereunder with respect to the Collateral are limited to the amount of the obligations that are the subject of the default. (c) In the event of a Refinancing Default (as hereinafter defined)., and only in such event, Newco may declare the Refinancing Loan due and payable or exercise rights equivalent to those in Section 10.2(a)(i), (ii) or (iii). For purposes of this Agreement, a "Refinancing Default" shall mean:

Default Remedies. A. Each of the following shall constitute an Event of Default in breach of this Lease: (1) A “Default” party shall exist if fail to pay any amounts due hereunder or any other agreements between them on any day upon which the same is due, and the same shall not be paid within fifteen (15) days after written notice from the party to the other of that failure to pay; (2) A party shall do or permit anything to be done, whether by action or inaction, contrary to any material covenant or agreement on the part of that party in this Lease or the O&M Agreement or otherwise contrary to any of the following occurs and is not remedied (i) material covenants, agreements, terms or provisions of this Lease or the O&M Agreement, or the party shall otherwise fail in the case keeping or performance of events described any of the covenants, agreements, terms or provisions contained in clause this Lease or the O&M Agreement which on the part or behalf of that party are to be kept or performed, and that party remains in violation sixty (a60) belowdays after written notice thereof from the other party; provided, however, that if the default cannot be reasonably corrected within a sixty (60) day period, then the party shall not be deemed in default if it has, within 15 days after notice from that sixty (60) day period, commenced to correct the Lender default and diligently thereafter pursues the correction to completion, subject to an event of enforced delay (together with the Company thereofperiod noted in subsection A(1) above, as applicable, a “Cure Period”). (3) An involuntary petition shall be filed against a party under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import, or a receiver of or for the property of that party shall be appointed without the acquiescence of the other party, and that situation shall continue and shall remain undischarged or unstayed for an aggregate period of one hundred twenty (ii120) in the case of events described in clauses days; (b4) 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 A party shall 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 an assignment of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment property for the benefit of creditors; creditors or if file a voluntary petition under any action is brought bankruptcy or insolvency law, or whenever any court of competent jurisdiction shall approve a petition filed by the Company seeking dissolution party under the reorganization provisions of the Company United States Bankruptcy Code or liquidation under the provisions of its assets or seeking the appointment any law of a trustee, interim trustee, receiverlike import, or other custodian for any of its property; or if whenever a petition shall be filed by the Company commences a voluntary case party under the Federal arrangement provisions of the United States Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by ; (5) A party shall abandon the Company for Leased Premises prior to 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration termination of the maturity Lease and not cure that abandonment within ninety (90) days of such indebtedness would notice from the other party, provided, however, that Lessee shall not be deemed to have abandoned the Leased Premises so long as the O&M Agreement or any successor thereto shall remain in place and for a material adverse effect upon the Company; or (f) a sale period of all or substantially all of the assets of the Company unless waived in writing by the Lender. 180 days following its termination; B. Upon the occurrence of any Event of Default on the part of a party, as set forth in this Lease, and in addition to all other rights and remedies the other party may have under this Lease or under applicable law, the non-defaulting party shall have the following rights and remedies, but it shall not have any obligation to do so: (1) It may enter into and upon the Leased Premises to do all things reasonably deemed necessary or desirable by that party to cure any uncured Event of Default, and the Lender defaulting party shall pay the non-defaulting party on demand all sums expended by it in curing or attempting to cure any such Event of Default, together with interest on those sums at six percent (6%) per annum; (2) It may continue this Lease in effect until it elects to terminate the Lease by written notice to the defaulting party, and the defaulting party shall remain liable to perform all of its obligations under this Lease, and the non-defaulting party may enforce all of its rights and remedies, including the right to recover all amounts and all other payments and charges payable hereunder to it as the same fall due. If the defaulting party abandons the Leased Premises or fails to maintain and protect the Leased Premises as herein provided, the non-defaulting party may do all things necessary or appropriate to maintain, preserve and protect the Leased Premises. The defaulting party agrees to reimburse the non-defaulting party on demand for all amounts reasonably expended by it in maintaining, preserving and protecting the Leased Premises; (3) Upon the occurrence of one or more of the Events of Default listed above, the non-defaulting party may at any time thereafter, but not after the default is cured, give written notice (“Second Notice”) to the defaulting party specifying the Event(s) of Default and stating that this Lease and the Lease term hereby demised shall expire and terminate on the date specified in that notice, which shall be entitled to declare any at least thirty (30) days after the giving of the Second Notice, and upon the date specified in the Second Notice, this Lease and the Lease Term shall expire and terminate as of that date. The defaulting party shall pay all amounts owed by due to the Company under non-defaulting party, less any undisputed amounts it owes the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice defaulting party. C. No right or protest remedy herein conferred upon or reserved to a party is intended to be exclusive of any kind (all of which are expressly waived other right or remedy herein or by the Company)law provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute.

Default Remedies. A (a) The following shall be deemed “Events of Default” shall exist if under the Lease: (i) Lessee fails to pay any installment of rent or other charge or amount due under the Lease when the same becomes due and payable and such failure continues for ten (10) days after Lessor’s written notice to Lessee thereof; (ii) Except as expressly permitted in the Lease, Xxxxxx attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs Equipment; (iii) Any representation or warranty made by Lessee or Xxxxxx’s guarantor in the Lease or any document supplied in connection with the Lease or any financial statement is untrue as and is not remedied when made; (iv) Lessee fails to observe or perform any of the other obligations required to be observed by Lessee under the Lease, including failure to deliver any documents required of Lessee under the Lease, and such failure continues uncured for ten (10) days after its occurrence thereof; (v) if Lessee (i) in the case of events described in clause (a) belowbecomes insolvent, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses is generally unable to pay, or fails to pay, its debts as they become due, (biii) through files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (hiv) below makes or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually seeks 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 general assignment for the benefit of its creditors; , or if any action is brought by the Company seeking dissolution of the Company (v) applies for, or liquidation of its assets or seeking consents to, the appointment of a trustee, interim trustee, receiver, or other custodian for any a substantial part of its propertyproperty or business; and/or (vi) If within thirty (30) days after the commencement of any action against Lessee 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 settlementXxxxxx’s guarantor seeking reorganization, readjustment, composition liquidation, dissolution or extension similar relief under any statute, law or regulation, such action is not dismissed, or if within thirty (30) days after the appointment (with or without Xxxxxx’s or Xxxxxx’s guarantor’s consent) of any trustee, receiver or liquidator such appointment is not vacated; (vii) Lessee or any guarantor of Lessee shall suffer an adverse change in its financial condition after the date hereof as determined by Lessor in its sole discretion, including but not limited to a transfer of assets by Lessee or a guarantor of Lessee that would materially impact the financial condition of Lessee or any guarantor of Lessee, or there shall occur a substantial change in ownership of the outstanding stock of the Lessee, any subsidiary of Lessee or a substantial change in its board of directors, members or partners; (viii) Lessee is in default of any other Schedule or agreement executed with Lessor or under any agreement with any other party that in Lessor’s sole opinion is a material agreement; or shall fail to sign and deliver to Lessor any document requested by Lessor in connection with this Master Agreement or shall fail to do anything determined by Lessor to be necessary or desirable to effectuate the transaction contemplated by this Master Agreement or to protect Lessor’s rights and interest in this Master Agreement and Equipment; or shall fail to provide financial statements to Lessor as provided for in Section 15 (b) hereof; (ix) Lessee breaches any applicable license or other agreement for software; and/or (x) Failure of Lessee to timely execute and deliver to Lessor any document required under Section 10 of this Master Agreement. (b) Lessee shall immediately notify Lessor of the occurrence of an Event of Default or any event that would become an Event of Default. If an Event of Default occurs and is continuing beyond the applicable notice and cure periods provided in this Section 16, Lessor may declare the Lessee to be in default. Upon a declaration or notice of default, Lessor may immediately apply the Security Deposits (as defined and set forth in Section 18) to any one or more of the obligations of Lessee to Lessor, including unpaid rent, fees, costs, charges, expenses and/or the Stipulated Loss Value (as defined and set forth in Section 13) or as otherwise provided for in any Schedule to this Master Agreement. The application of the Security Deposits shall not be in lieu of, but shall be in addition to all other remedies available to Lessor under the Master Agreement and applicable law. Xxxxxx authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration or notice of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) the greater of (a) the sum of the remaining monthly rentals and other amounts owed under the Lease, including interest, as provided herein, or (b) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney fees and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at a private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied: (1) to all Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing, selling, leasing or otherwise disposing of the Equipment including actual attorney fees; then (2) to Lessor in an amount equal to the greater of (a) the sum of the remaining monthly rentals and other amounts owed under the Lease, or (b) the Stipulated Loss Value for the Equipment and all other sums owed by Xxxxxx under the Lease; plus any unpaid rent which accrued to the date Lessor declared the Lease to be in default; plus, any indemnities that remain unpaid under the Lease; and (3) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. If Lessee breaches Section 19(l) of this Master Agreement with regard to Software (as hereinafter defined in Section 19(l)), Lessee shall be liable to Lessor for additional damages in an amount equal to the original purchase price paid by Lessor for the Software and, at Lessor’s option, Lessor shall also be entitled to injunctive and other equitable relief. The exercise of any of its debts upon any terms; or if any action or petition is otherwise brought the foregoing remedies by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration Lessor shall not constitute a termination of the maturity of such indebtedness would have a material adverse effect upon the Company; Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or (f) a sale of all or substantially all in equity, to enforce performance by Xxxxxx of the assets applicable covenants of the Company unless waived in writing by Lease or to recover damages for the Lenderbreach of the Lease. Upon the occurrence happening of an Event of Default by Lessee with regard to Software under Section 19(l) of this Lease, Lessor may elect any of the following remedies: (i) by notice to Lessee, declare any license agreement with respect to Software terminated, in which event the right and License of Lessee to use the Software shall immediately terminate and Lessee shall thereupon cease all use of the Software and return all copies thereof to Lessor or original Licensor; (ii) have access to and disable the Software by any means deemed necessary by Lessor, for which purposes Lessee hereby expressly consents to such access and disablement, promises to take no action that would prevent or interfere with Xxxxxx’s ability to perform such access and disablement, and waives and releases any and all claims that it has or might otherwise have for any and all losses, damages, expenses, or other detriment that it might suffer as a result of such access and disablement. Xxxxxx agrees that the detriment that Xxxxxx will suffer as a result of a Defaultbreach by Xxxxxx of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, the Lender and therefore, Lessor shall be entitled to declare injunctive and other equitable relief to enforce the provisions of this paragraph. XXXXXX AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE XXXXXX’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, OR TO DISPOSE OF THE SOFTWARE BY SALE, RE-LEASE OR OTHERWISE. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor, as applicable, under the UCC, PPSA or other applicable law governing secured transactions) or in equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee fails to perform any of the amounts owed by the Company its obligations under the Note due Lease within ten (10) days after Xxxxxx’s receipt of written notice from Lessor of such failure to perform, Lessor may perform the same at the cost and payableexpense of Xxxxxx. In any such event, whereupon they immediately will become due Xxxxxx shall promptly reimburse Lessor for any such reasonable costs and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived expenses actually incurred by the Company)Xxxxxx.

Default Remedies. A “Default” In the event that the Buyer shall exist if breach this Agreements by failure to pay the sums required herein, and Seller shall not have breached any of its representations, warranties, covenants or obligations, the following occurs and is not remedied (i) in Seller, upon 5 days written notice to Buyer, shall have the case of events described in clause (a) below, within 15 days after notice from the Lender right to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in terminate 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 Noteseek specific enforcement, whether at maturitydamages or such other relief as it may elect, 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled including to declare any of the amounts owed by the Company under the Note entire unpaid balance immediately due and payable, whereupon they retake possession of all property transferred by this Agreement, or any one or more of the above, and shall have the right and option to bring any action at law or equity to enforce the terms of this Agreement, and seek restitution or damages, if said sum is not paid within five (5) days of Buyer's receipt of a notice to that effect sent by Seller. In the event that either party shall otherwise substantially fail to comply with the terms, conditions, warranties, or representations of this Agreement, excluding the timely payment of sums as referred to in the paragraph immediately will become above, and said failure to comply is not cured within thirty (30) days of written notice by one party to the other setting forth said failure to comply, or if either party shall be adjudicated bankrupt or if any proceeding against either seeking any reorganization, arrangement, liquidation, dissolution, or other similar relief under the present or any future federal bankruptcy code shall remain undismissed or unstayed for an aggregate of sixty (60) days, then in such event, a default may be declared by the party not in breach etc., in written notice to the other, and the non-breaching party may declare the entire unpaid balance due hereunder immediately due and payable without presentmentpayable, demandretake possession of all property transferred by this Agreement, notice or protest any one or more of any kind (all the above, and shall have the right and option to bring an action at law or equity to enforce the terms of which are expressly waived by the Company)this Agreement, and seek restitution, damages and specific performance.

Default Remedies. A “(a) The following shall be deemed "Events of Default” shall exist if " under the Lease: (i) Lessee fails to pay any installment of rent or other charge or amount due under the Lease when the same becomes due and payable and such failure continues for fifteen (15) days after its due date; or (ii) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease without the prior written consent of Lessor; or (iiii) Any representation or warranty made by Lessee or Lessee's guarantor in the case Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (iv) Lessee fails to observe or perform any of events described in clause the other obligations required to be observed by Lessee under the Lease and such failure continues uncured for twenty (a20) below, within 15 days after notice from the Lender to the Company its occurrence thereof, and ; or (iiv) in the case of events described in clauses (b) through (h) below Lessee 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 Lessee's guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or other custodian for shareholders shall take any action to effect its dissolution or liquidation; (vi) If within thirty (30) days after the commencement of its property; any proceedings against Lessee 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 settlementLessee’s guarantor seeking reorganization, arrangement, composition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its debts upon respective assets and properties, such appointment shall not be vacated; (vii) Lessee or any termsguarantor of Lessee shall suffer an adverse change in its financial condition after the date hereof as determined by Lessor in its sole discretion, or there shall occur a substantial change in ownership of the outstanding stock of the Lessee, any subsidiary of Lessee or a substantial change in its board of directors, members or partners; (viii) Lessee shall be in default of any other Schedule or agreement executed with Lessor or under any agreement with any other party that in Lessor's sole opinion is a material agreement; or if shall fail to sign and deliver to Lessor any action document requested by Lessor in connection with this Master Agreement or petition is otherwise brought shall fail to do anything determined by Lessor to be necessary or desirable to effectuate the Company seeking similar relief transaction contemplated by this Master Agreement or alleging that it is insolvent to protect Lessor’s rights and interest in this Master Agreement and Equipment; or unable shall fail to pay its debts provide financial statements to Lessor as they mature; provided for in Section 15 (eb) the Company is in default on indebtedness hereof. (ix) Lessee breaches any license or other agreement for software. (x) Failure of Lessee to another person, the amount promptly execute and deliver to Lessor any document required under Section 10 of such indebtedness exceeds $250,000 and the acceleration this Master Agreement. (b) Lessee shall immediately notify Lessor of the maturity occurrence of such indebtedness an Event of Default or any event that would have a material adverse effect upon the Company; or (f) a sale become an Event of all or substantially all of the assets of the Company unless waived in writing by the LenderDefault. Upon the occurrence happening of any Event of Default, Lessor may declare the Lessee to be in default. Upon a declaration of default, Lessor may immediately apply the Security Deposits (as defined and set forth in Section 18) to any one or more of the obligations of Lessee to Lessor, including unpaid rent, fees, costs, charges, expenses and/or the Stipulated Loss Value or as otherwise provided for in any Schedule to this Master Agreement. The application of the Security Deposits shall not be in lieu of, but shall be in addition to all other remedies available to Lessor under the Master Agreement and applicable law. Lessee authorizes Lessor at any time thereafter that such default is continuing, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the Lender request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied: (1) to all Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including actual attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. If Lessee breaches Section 19(l) of this Master Agreement with regard to Software (as hereinafter defined), Lessee shall be liable to Lessor for additional damages in an amount equal to the original purchase price paid by Lessor for the Software, and in addition, at Lessor’s option, Lessor shall be entitled to declare injunctive and other equitable relief. The exercise of any of the amounts owed foregoing remedies by Lessor shall not constitute a termination of the Company Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. Upon the happening of an Event of Default by Lessee with regard to Software under Section 19(l) of this Lease, Lessor may elect any of the following remedies: (i) by notice to Lessee, declare any License agreement with respect to Software terminated, in which event the right and License of Lessee to use the Software shall immediately terminate and Lessee shall thereupon cease all use of the Software and return all copies thereof to Lessor or original Licensor; (ii) have access to and disable the Software by any means deemed necessary by Lessor, for which purposes Lessee hereby expressly consents to such access and disablement, promises to take no action that would prevent or interfere with Lessor’s ability to perform such access and disablement, and waives and releases any and all claims that it has or might otherwise have for any and all losses, damages, expenses, or other detriment that it might suffer as a result of such access and disablement. Lessee agrees that the detriment that Lessor will suffer as a result of a breach by Lessee of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, and therefore Lessor shall be entitled to injunctive and other equitable relief to enforce the provisions of this paragraph. LESSEE AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE LESSOR’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, OR TO DISPOSE OF THE SOFTWARE BY SALE, RE-LEASE OR OTHERWISE. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Note Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor's exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred by Lessor. (e) In the event Lessor believes in good faith that the Equipment is in danger of misuse, abuse or confiscation or to be in any other way threatened; or believes in good faith that the Equipment is no longer sufficient; or believes in good faith for any other reason that the prospect for payment or performance has become impaired, Lessor shall have the right, in its sole discretion, to either require additional collateral or declare the entire indebtedness under any Schedule immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A (a) The following shall be deemed “Events of Default” shall exist if under the Lease: (1) Lessee fails to pay any installment of rent or other charge or amount due under the Lease when the same becomes due and payable and such failure continues for ten (10) days after its due date; or (2) Except as expressly permitted in the Lease, Lessee attempts to remove, sell encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (i3) Any representation or warranty made by Lessee or Lessee’s guarantor in the case Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (4) Lessee fails to observe or perform any of events described in clause the other obligations required to be observed by Lessee under the Lease and such failure continues uncured for ten (a10) below, within 15 days after notice from the Lender to the Company its occurrence thereof, and ; or (ii5) in the case of events described in clauses (b) through (h) below Lessee 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 Lessee’s guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or other custodian for shareholders shall take any action to effect its dissolution or liquidation; (6) If within thirty (30) days after the commencement of its property; any proceedings against Lessee 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 settlementLessee’s guarantor seeking reorganization, arrangement, composition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its debts upon respective assets and properties, such appointment shall not be vacated. (7) Lessee or any termsguarantor of Lessee shall suffer an adverse change in its financial condition after the date hereof as determined by Lessor in its sole discretion, or there shall occur a substantial change in ownership of the outstanding stock of the Lessee or a substantial change in its board of directors. (8) Lessee shall be in default of any other Schedule or agreement executed with Lessor; or if shall fail to sign and deliver to Lessor any action document requested by Lessor in connection with any Master Agreement or petition is otherwise brought shall fail to do anything determined by Lessor to be necessary or desirable to effectuate the transaction contemplated by the Company seeking similar relief Master Agreement or alleging that it to protect Lessor’s rights and interest in the Master Agreement and Equipment; or shall fail to provide financial statements to Lessor as provided for in Section 15(b) hereof. (9) Lessee breaches any license or other agreement for software. (10) Failure of Lessee to promptly execute and deliver to Lessor any document required under Section 10 of this Master Agreement. (b) Upon the happening of any Event of Default, Lessor may declare the Lessee to be in default. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is insolvent equal to (i) any unpaid amount due on or unable before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied: (1) to all Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extent not previously paid by Lessee, to pay its debts as they mature; (e) Lessor the Company is Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default on indebtedness and indemnities then remaining unpaid under the Lease; then (3) to another personreimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. If Lessee breaches Section 18(1) of this Master Agreement with regard to Software (as hereinafter defined), Lessee shall be liable to Lessor for additional damages in an amount equal to the amount of such indebtedness exceeds $250,000 original purchase price paid by Lessor for the Software, 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 Defaultaddition, the Lender at Lessor’s option, Lessor shall be entitled to declare injunctive and other equitable relief. The exercise of any of the amounts owed foregoing remedies by Lessor shall not constitute a termination of the Company Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. Upon the happening of an Event of Default by Lessee with regard to Software under Section 18(k) of this Lease, Lessor may elect any of the following remedies: (i) by notice to Lessee, declare any License agreement with respect to Software terminated, in which event the right and License of Lessee to use the Software shall immediately terminate and Lessee shall thereupon cease all use of the Software and return all copies thereof to Lessor or original Licensor; (ii) have access to and disable the Software by any means deemed necessary by Lessor, for which purposes Lessee hereby expressly consents to such access and disablement, promises to take no action that would prevent or interfere with Lessor’s ability to perform such access and disablement, and waives and releases any and all claims that it has or might otherwise have for any and all losses, damages, expenses, or other detriment that it might suffer as a result of such access and disablement. Lessee agrees that the detriment that Lessor will suffer as a result of a breach by Lessee of the obligations contained in the Master Agreement cannot be adequately compensated by monetary damages, and therefore Lessor shall be entitled to injunctive and other equitable relief to enforce the provisions of this paragraph. LESSEE AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE LESSOR’S DAMAGES UNDER ANY LEASE SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, OR TO DISPOSE OF THE SOFTWARE BY SALE, RE-LEASE OR OTHERWISE. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Note Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred by Lessor. (e) In the event Lessor believes in good faith that the Equipment is in danger of misuse, abuse or confiscation or to be in any other way threatened; or believes in good faith that the property is no longer sufficient or has declined or may decline in value; or believes in good faith for any other reason that the prospect for payment or performance has become impaired, Lessor shall have the right, in its sole discretion, to either require additional collateral or declare the entire indebtedness under any Lease Schedule immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “Default” shall exist if any Any of the following occurs and shall constitute an Event of Default: If a) Lessee fails to pay when due any rent or other amount required herein to be paid by Lessee, or b) Lessee makes an assignment for the benefit ofcreditors, whether voluntary or involuntary, or c) a petition is not remedied (ifiled by or against Lessee under any bankruptcy, insolvency or similar legislation, or d) Lessee violates or fails to perform any provision of either this lease or any acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, or e) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or f) Lessee ceases doing business as a going concern or terminates its existence, or g) Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the legal structure of Lessee, in each case of events described in clause (a) belowwhich results, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case opinion of events described Lessor, in clauses (b) through (a material adverse change in Lessee's ability to perform its obligations under this lease, or h) below any representation or elsewhere warranty made by Lessee in this Agreement, within 30 days after notice from the Lender lease or in any other document or agreement furnished by Lessee to the Company thereof: (a) failure of the Company punctually Lessor shall prove 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 have been false or misleading in any material respect as when made or when deemed to have been made, or i) Lessee shall be in default under any material obligation for the payment of borrowed money or the date made; deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property or j) Lessee shall be in default under any other agreement now existing or hereafter made with Lessor or any of Lessor's affiliates, or k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g), (h) failure of (in clauses (g) and (h) substituting 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 phrase "guaranty or makes an assignment other credit support document" for the benefit of creditors; word "lease"), (i) or if (j) shall have occurred with respect to 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, receiverguarantor of, or other custodian party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the guaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. An Event of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if Default with respect to any reorganization or arrangement proceeding is instituted by the Company Equipment Schedule shall constitute an Event of Default for the settlement, readjustment, composition or extension all Equipment Schedules. Lessee shall promptly notify Lessor 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; (e) the Company is in default on indebtedness to another person, the 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 any Event of Default. If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: a) Lessor may terminate this lease with respect to all or any part of the Equipment, b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or all items of Equipment, wherever the same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender Equipment the sum of (1) the total amount due and owing to Lessor at the time of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of extention of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if Lessor has repossessed or accepted the surrender of the Equipment, Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to declare any recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

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) below, within 15 days after notice from the Lender Lessee shall be deemed to the Company thereof, and be in default hereunder (ii"Default") in the case of events described in clauses if (b1) 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 Lessee shall fail to make any payment of Basic Rent or any amount payable under other payment hereunder within ten (10) days after the Notesame shall have become due; or (2) Lessee shall fail to obtain and maintain the insurance required herein; or (3) Lessee shall fail to perform or observe any other covenant, whether at maturitycondition or agreement to be performed or observed by it hereunder and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof to Lessee by Lessor, unless such failure is not curable within such (4) Lessee shall (A) not pay its debts generally as they become due within the meaning of the Bankruptcy Code; or (B) take action for the purpose of invoking the protection of any bankruptcy or insolvency law, or at a date fixed for any prepayment such law is invoked against or partial prepaymentwith respect to Lessee or its property, and any such petition filed against Lessee is not dismissed within ninety (90) days; or (5) Lessee shall make or by accelerationpermit any unauthorized assignment or transfer of this Lease, an Equipment Schedule, the Cars or otherwiseany interest therein; or (b6) any certificate, statement, representation, warranty or warranty audit contained herein or heretofore or hereafter furnished with respect hereto by or on behalf of the Company made in this Agreement shall be Lessee proving to have been false or misleading in any material respect at the time as of which 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 facts therein set forth were stated or makes an assignment for the benefit of 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, receivercertified, or other custodian for having omitted any of its propertymaterial contingent or unliquidated liability or claim against Lessee; 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).or

Default Remedies. A “Default” shall exist if At any time an Event of the following occurs Default has occurred and is not remedied (i) continuing, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller’s right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall be false reasonably deem satisfactory, any or misleading all rights, titles and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this AgreementPledge Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if the Company becomes insolvent as defined an Event of Default specified in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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; (eSections 9.1(e) the Company is in default on indebtedness to another person, the 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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived waived, notwithstanding anything contained herein to the contrary. Notwithstanding any provision to the contrary herein or in any other Warehouse Document, the failure of any statement, representation or warranty made with respect to any specific Participated Mortgage Loan (including, without limitation, the representations and warranties set forth in Section 6.10 of this Agreement) to be true and correct shall not constitute an Event of Default hereunder, it being understood and agreed by the Company)parties hereto that such statements, representations and warranties and any breach thereof shall be considered solely for the purpose of determining whether the Participation Interest in such Mortgage Loan is required to be repurchased under Section 4.8 of this Agreement.

Default Remedies. A “Default” shall exist if (a) If (i) after expiration of any applicable grace period, any of the following occurs and is Liabilities are not remedied (i) in the case of events described in clause (a) belowpaid, within 15 days after notice from the Lender to the Company thereofwhen due, and whether upon demand or at maturity, whether by acceleration or otherwise, (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 statementwarranty, representation, covenant, financial statement, or warranty other information made, given or furnished to Lender by or on behalf of Borrower, Debtor, or any guarantor of any of the Company made in this Agreement Liabilities (“Guarantor”) shall be be, or shall prove to have been, false or materially misleading when made, given, or furnished; (iii) any substantial loss, theft, damage or destruction to or of any Collateral, or the issuance or filing of any attachment, levy, garnishment or the commencement of any proceeding in connection with any material Collateral or of any other judicial process of, upon or in respect as of Borrower, Debtor, any Guarantor, or any Collateral, (iv) unless otherwise expressly permitted under the Loan Agreement, there shall occur any sale or other disposition by Borrower, Debtor, or any Guarantor of any substantial portion of its assets or property or voluntary suspension of the date made; (c) failure transaction of the Company punctually and fully to comply with business by Borrower, Debtor, or any Guarantor, or death, dissolution, termination of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code existence, merger, consolidation, insolvency, business failure, or makes an assignment for the benefit of creditorscreditors of or by Borrower, Debtor, or any Guarantor; or if commencement of any action is brought proceedings under any state or federal bankruptcy or insolvency laws or laws for the relief of debtors by the Company seeking dissolution of the Company or liquidation of its assets against Borrower, Debtor, or seeking any Guarantor; or the appointment of a receiver, trustee, interim trusteecourt appointee, receiversequestrator or otherwise, for all or any part of the property of Borrower, Debtor, or any Guarantor, (v) Lender deems the margin of Collateral insufficient or itself insecure, in good faith believing that the prospect of payment of the Indebtedness or performance of this Agreement is impaired or shall fear deterioration, removal, or waste of Collateral; or (vi) if an Event of Default occurs under the Loan Agreement or a default (after giving effect to any applicable grace period) by anyone occurs under the terms of any agreement related to any of the Liabilities, then the Lender shall have the rights and remedies provided by law or this agreement, including but not limited to, the right to require the Debtor to assemble the Collateral and make it available to the Lender at a place to be designated by the Lender 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, the right to sell and dispose of it, with or without process of law, and distribute the proceeds according to law and any other rights and remedies available to secured parties under the UCC and other applicable laws. Should an Event of Default occur, the Debtor will pay to the Lender all costs reasonably incurred by the Lender 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 Lender for any purpose related to this agreement (but without duplication of cost for the same services), including, without limitation, consultation, drafting documents, sending notices or instituting, prosecuting or defending litigation or any proceeding, all such costs shall bear interest at the highest per annum rate applicable to any of the Liabilities, but not in excess of the maximum rate permitted by law. (b) Debtor agrees that upon an Event of Default the Lender may dispose of any of the Collateral in its then present condition, that the Lender 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 Lender’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 Lender may disclaim warranties of title, possession, quiet enjoyment, and the like, and Debtor agrees that any such action shall not affect the commercial reasonableness of the sale. In connection with the right of the Lender to take possession of the Collateral, the Lender may take possession of any other items of property in or on the Collateral at the time of taking possession, and hold them for the Debtor without liability on the part of the Lender. Debtor expressly agrees that Lender may enter upon the premises where the Collateral is believed to be located without any obligation of payment to the Debtor, and that the Lender may, without cost, use any and all of Debtor’s “equipment” (as defined in the UCC) in the manufacturing or processing of any “inventory” (as defined in the UCC) or in growing, raising, cultivating, caring for, harvesting, loading and transportation 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 Lender sends notice to the Debtor at least ten (10) days prior to the date of sale, disposition, or other custodian 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 its property; the Collateral. (c) The proceeds of any sale or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted other disposition of Collateral authorized by this agreement shall be applied by Lender first upon all expenses authorized by the Company for UCC and all reasonable attorneys fees and legal expenses incurred by Lender; then 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration balance of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all proceeds of the assets sale or other disposition shall be applied to the payment of interest on the Company unless waived in writing by Liabilities, then to the Lenderpayment of principal on Liabilities, then any remaining proceeds shall be paid over to Debtor or to such other person(s) as may be entitled to it under applicable law. Upon the occurrence of a DefaultDebtor shall remain liable for any deficiency, the which shall be due to Lender immediately upon demand. Debtor agrees that Lender shall be entitled under no obligation to declare accept any noncash proceeds in connection with any sale or disposition of Collateral unless failure to do so would be commercially unreasonable. If Lender agrees in its sole discretion to accept noncash proceeds (unless the amounts owed failure to do so would be commercially unreasonable), Lender may ascribe any commercially reasonable value to such proceeds. Without limiting the foregoing, Lender may also apply any discount factor in determining the present value of proceeds to be received in the future or may elect to apply proceeds to be received in the future only as and when such proceeds are actually received in cash by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Lender.

Default Remedies. A (a) Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default” shall exist if any of the following occurs and is not remedied ”): (i) Company’s failure to pay any payment of principal or interest or Fees as and when due in accordance with the case terms of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and this Note; (ii) Company’s failure to perform or comply with any other obligation, covenant, term or provision contained in this Note or in the case of events described in clauses Securities Purchase Agreement and, if curable, Company has failed to cure such default within 10 days after the occurrence thereof; (biii) through (h) below or elsewhere any representation made to holder in this Agreement, within 30 days after notice from Note or in the Lender Securities Purchase Agreement or any financial statement or other information furnished to the Holder by or on behalf of 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 incorrect in any material respect as when made or furnished; (iv) the acceleration of any of the date made; Senior Indebtedness (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 Intercreditor Agreement) or makes Junior Indebtedness (as defined in the Intercreditor Agreement), or if the Intercreditor Agreement has then terminated in accordance with Section 18(a) of the Intercreditor Agreement, the acceleration of any indebtedness in excess of One Hundred Thousand Dollars ($100,000.00); or (v) Company’s dissolution, termination of existence, insolvency or business failure; the appointment of a receiver of all or any material portion of the assets of Company; an assignment for the benefit of creditorscreditors by Company; 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 commencement of any of its debts upon proceeding under any terms; bankruptcy or if any action insolvency laws by 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the against Company; or (f) a sale of all or substantially all any material portion of the assets of Company is attached or becomes subject to levy or similar judicial proceeding that is not released within 30 days. (b) The entire unpaid principal balance of this Note and all accrued interest on such unpaid principal balance and the Company unless waived in writing by Fees shall immediately be due and payable at the Lender. Upon option of Holder upon the occurrence of a Default, the Lender shall be entitled to declare any one or more of the amounts owed by Events of Default and at any time after the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest occurrence of any kind (all one or more of which are expressly waived by the Company)Events of Default.

Default Remedies. A “Default” shall exist if any Any of the following occurs and is not remedied (i) in the case shall constitute an Event of events described in clause (Default: If a) belowLessee fails to pay when due any rent or other amount required herein to be paid by Lessee, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (or 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 Lessee makes an assignment for the benefit of creditors; , whether voluntary 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, receivervoluntary, or other custodian for any of its property; or if the Company commences c) 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 filed by the Company seeking or against Lessee under any bankruptcy, insolvency or similar relief legislation, or alleging that it is insolvent d) Lessee violates or unable fails to pay its debts as they mature; (perform any provision of either this lease or any Acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, or e) the Company is in default on indebtedness to another personLessee makes a bulk transfer of furniture, the 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; furnishings, fixtures or (other equipment or inventory, or f) Lessee ceases doing business as a sale of going concern or terminates its existence, or g) Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the assets legal structure of Lessee, in each case which results, in the Company unless waived opinion of Lessor, in writing a material adverse change in Lessee's ability to perform its obligations under this lease, or h) any representation or warranty made by Lessee in this lease or in any other document or agreement furnished by Lessee to Lessor shall prove to have been false or misleading in 6 any material respect when made or when deemed to have been made, or i) Lessee shall be in default under any material obligation for the Lenderpayment of borrowed money or the deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property, or j) Lessee shall be in default under any other agreement now existing or hereafter made with Lessor or any of Lessors affiliates, or k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g), (h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "lease"), (i) or (j) shall have occurred with respect to any guarantor of, or other party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the guaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. Upon An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default. If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: a) Lessor may terminate this lease with respect to all or any part of the Equipment, b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or all items of Equipment, wherever the same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender Equipment the sum of (1) the total amount due and owing to Lessor at the time of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if Lessor has repossessed or accepted the surrender of the Equipment, Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to declare any recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A “(a) The following shall de deemed "Events of Default” shall exist if " under the Lease: (1) Lessee fails to pay any installment of rent or other charge or amount when due under the Lease; or (2) Except as expressly permitted in the Lease, Lessee attempts to remove, sell encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (i3) Any representation or warranty made by Lessee or Lessee's guarantor in the case of events described Lease Documents or any document supplied in clause connection with the Lease Documents and/or any credit/financial statement is misleading or materially inaccurate; or (a4) below, within 15 days after notice from the Lender Lessee fails to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below observe or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure perform any of the Company punctually to make any payment of any amount payable other obligations require under the NoteLease Documents; or (5) Lessee fails to provide and/or maintain the insurance coverage required under the Lease Documents; or (6) Lessee breaches any obligation, whether at maturity, or at a date fixed for condition and/or term in 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 Lease Documents; or (7) Lessee or misleading in any material respect Lessee's guarantor fails to promptly execute and deliver to Lessor the required guaranty; ceases doing business as of the date madea going concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or ides an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or shareholders shall take any action to effect its dissolution or liquidation; or (8) If within thirty (30) days after the commencement of any proceedings against Lessee or Lessee's guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee's or Lessee's guarantor's consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its respective assets and properties, such appointment shall not be vacated. (b) Upon the happening of any Event of Default, Lessor may declare the Lessee to in default. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other custodian disposition, if any, of the Equipment shall be applied: (1) to all Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. The exercise of any of the foregoing remedies by Lessor shall not constitute a termination of the Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor's exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its property; or if the Company commences a voluntary case obligations under the Federal Bankruptcy Code; or if Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any reorganization or arrangement proceeding is instituted such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Lessor.

Default Remedies. A “Default” shall exist if any In the event of the following occurs and is not remedied (i) in the case of events described in clause (a) belowthe application for the appointment of a receiver or custodian for Borrower or the property of Borrower, 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 the entry of an order for relief or elsewhere in this Agreement, within 30 days after notice from the Lender to filing of a petition by or against Borrower under the Company thereof: (a) failure provisions of the Company punctually to make any payment of any amount payable under the NoteBankrupcty Code (as defined below), 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 assignment for the benefit of creditors; creditors by or if against Borrower, or (d) Borrower’s insolvency (which term is defined for purposes of this paragraph as the failure or inability of Borrower to meet its obligations as the same fall due) (collectively, an “Insolvency Event”), then and in any action is brought by the Company seeking dissolution such event: (i) All of the Company Senior Debt shall first be paid in full before any payment or liquidation distribution of its assets any character, whether in cash, securities, obligations or seeking other property, shall be made in respect of the appointment Subordinated Debt; (ii) Any payment or distribution of a trusteeany character, interim trusteewhich would otherwise (but for the terms hereof) be payable or deliverable in respect of the Subordinated Debt (including any payment or distribution of any other indebtedness of Borrower being subordinated to the Subordinated Debt), receivershall be paid or delivered directly to Senior Lenders, or other custodian for their representatives, until the Termination Date, and Current Lender irrevocably authorizes, empowers and directs all receivers, custodians, trustees, liquidators, conservators and others having authority in the property and premises of Current Lender to effect all such payments and deliveries; and (iii) Notwithstanding any of its property; or if statute, including, without limitation, the Company commences a voluntary case under United States Bankruptcy Code (the Federal “Bankruptcy Code; ”), any rule of law or if any reorganization or arrangement proceeding is instituted by bankruptcy procedures to the Company for contrary, the settlement, readjustment, composition or extension right of Senior Lenders hereunder to have all of the Senior Debt paid and satisfied in full prior to the payment 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; (e) the Company is in default on indebtedness to another personSubordinated Debt shall include, without limitation, the amount right of such indebtedness exceeds $250,000 and Senior Lenders to be paid in full all interest accruing on the acceleration of Senior Debt due to the maturity of such indebtedness would have a material adverse effect upon Senior Lenders after 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest filing of any kind (all petition by or against Borrower in connection with any bankruptcy or similar proceeding or any other proceeding referred to in this paragraph, hereof, prior to the payment of which are expressly waived by any amounts in respect to the Company)Subordinated Debt, including, without limitation, any interest due to Current Lender accruing after such date.

Default Remedies. A (a) The following event shall constitute an Event of Default (“Event of Default” ”) under this Agreement regardless of whether any such event shall exist if be voluntary or involuntary or shall result from the operation of applicable laws, rules or regulations or shall be pursuant to or in compliance with any judgment, decree or order of the following occurs and is not remedied any court of competent jurisdiction: (i) in Race Team shall fail to cause to be carried and maintained the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and insurance required under Section 14 hereof; (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 Race Team shall make any payment of material misrepresentation or shall breach any amount payable warranty made herein; (iii) Race Team shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief under the Noteany bankruptcy, whether at maturityinsolvency or similar law, or at shall make 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 general assignment for the benefit of creditors; , or if shall have an involuntary case or other proceeding instituted against it seeking similar relief; (iv) Either party shall otherwise fail to perform or observe any action is brought by other covenant or condition set forth herein and such failure shall continue unremedied for a period of ten (10) days after the Company seeking dissolution receipt of written notice thereof from the non-defaulting party; (v) Race Team should commit an act which brings the Mazda name into disrepute, or otherwise substantially diminishes the value of the Company sponsorship association; or (vi) Any third party necessarily associated with the Competition Races (e.g., race team member or liquidation driver, sponsoring or sanctioning organization, host charity beneficiary) should become incapable of its assets or seeking performing as 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; parties have anticipated in entering into this Agreement. (eb) the Company is in default on indebtedness to another person, the 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 an Event of Default, and at any time thereafter so long as the Lender same shall be entitled to declare continuing, the non-defaulting party may declare, at its option, that the defaulting party is in breach of this Agreement, and: (i) may immediately terminate this Agreement without any liability whatsoever; (ii) may seek enforcement by appropriate court action of the amounts owed by terms hereof and recover damages for the Company breach hereof; (iii) may exercise any other right or remedy available to it under law or in equity; or (iv) may seek any permitted combination of such remedies. No remedy is intended to be exclusive, but each shall be cumulative and the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest exercise of any kind (all such remedy shall not preclude the simultaneous or later exercise of which are expressly waived any other remedy. In the event this Agreement is terminated by reason of a material breach by Race Team, Race Team shall return a pro-rata portion of the Company)Payment to MNAO, pro-rated based on the number of Competition Races Race Team participated in under this Agreement prior to termination. In addition, MNAO may withhold any contingency payments that MNAO may owe to Race Team under MNAO’s Contingency Program.

Default Remedies. A “Default” shall exist In the event there is a default (meaning failure to pay on a due date as set forth in each Promissory Note or within 5 business days after written notice of such failure from the Payee) under either Promissory Note or there exists any material breach of any representation made by the Debtor or the Company herein, or the Debtor or the Company breaches any covenant hereunder or if any of the following occurs events shall occur and is not remedied be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the if Debtor or 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 assignment for the benefit of creditorscreditors or admits in writing an inability to pay its debts generally as they become due; or (ii) if an order, judgment or decree is entered adjudicating Debtor or Company bankrupt or insolvent; or (iii) if Debtor or Company petitions or applies to any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking tribunal for the appointment of a trustee, interim trustee, receivertrustee or receiver of Debtor or Company, 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; (e) the Company is in default on indebtedness to another person, the 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 substantial part of the assets of Debtor or Company, or commences any proceedings relating to Debtor or Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or (iv) if any such petition or application is filed, or any such proceedings are commenced, against Debtor or Company, and Debtor or Company by any act indicates its approval thereof, consent thereto, or acquiescence therein, or an order is entered appointing any such trustee or receiver, or approving the petition in any such proceedings, and such order remains unstayed and in effect for more than 90 days; or (v) if Debtor or Company unless waived dissolves or otherwise ceases to conduct business in writing the ordinary course of the Debtor's or Company's business as generally presently conducted (any and each such event described in this sentence being a "DEFAULT") Secured Party may exercise any and all rights available to a secured party under the UCC, in addition to any and all other rights afforded by the Lender. Upon the occurrence this Agreement, at law, in equity, or otherwise, including, without limitation applying by appropriate judicial proceedings for appointment of a Default, the Lender shall be entitled to declare any receiver for all or part of the amounts owed by Collateral (and Debtor hereby consents to any such appointment). If a foreclosure sale on Pledged Shares is Security Agreement Execution Copy - 11/25/2003 11:27 AM subject to SECTION 6 herein, then Secured Party will not foreclose on such Pledged Shares unless it has given at least ten (10) days written notice to Debtor and to the Company FCC, to the extent such notice is required under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company47C.F.R. 22.937(f).

Default Remedies. A (a) Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default” shall exist if any of the following occurs and is not remedied ”): (i) Company’s failure to pay (A) any payment of principal or interest as and when due in accordance with the case terms of events described this Note or (B) any payment of the Fees as and when due in accordance with the terms of this Note and, with respect to clause (aB) belowonly, Company has failed to cure such default within 15 five days after notice from the Lender to the Company occurrence thereof, and ; (ii) Company’s failure to perform or comply with any other obligation, covenant, term or provision contained in this Note or in the case Securities Purchase Agreement and, if curable, (A) with respect to the obligations, covenants, terms and provisions of events described in clauses Section 8(c), Company has failed to cure such default within three business days after the occurrence thereof and otherwise (bB) through Company has failed to cure such default within 10 days after the occurrence thereof; (hiii) below or elsewhere any representation made to holder in this Agreement, within 30 days after notice from Note or in the Lender Securities Purchase Agreement or any financial statement or other information furnished to the Holder by or on behalf of 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 incorrect in any material respect as when made or furnished; (iv) the acceleration of any of the date made; Senior Indebtedness (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 Intercreditor Agreement) or makes Junior Indebtedness (as defined in the Intercreditor Agreement), or if the Intercreditor Agreement has then terminated in accordance with Section 18(a) of the Intercreditor Agreement, the acceleration of any indebtedness in excess of One Hundred Thousand Dollars ($100,000.00); or (v) Company’s dissolution, termination of existence, insolvency or business failure; the appointment of a receiver of all or any material portion of the assets of Company; an assignment for the benefit of creditorscreditors by Company; 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 commencement of any of its debts upon proceeding under any terms; bankruptcy or if any action insolvency laws by 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the against Company; or (f) a sale of all or substantially all any material portion of the assets of the Company unless waived is attached or becomes subject to levy or similar judicial proceeding that is not released within 30 days. (b) Company covenants and agrees that it shall notify Holder of any Event of Default promptly and in writing by the Lender. Upon any event no later than two business days following the occurrence of a any such Event of Default, . (c) The entire unpaid principal balance of this Note and all accrued and unpaid interest and the Lender Fees shall immediately be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest at the option of Holder upon the occurrence of any kind (all one or more of which are expressly waived by the Company)Events of Default and at any time after the occurrence of any one or more of the Events of Default.

Default Remedies. A (a) As used herein, the term “Default” shall exist if means any of the following occurs and is not remedied events: (i) in the case of events described in clause (a) below, Borrower fails to pay any Installment or other amount due under a Note within 15 ten days after notice from the Lender same shall have become due, or shall have failed to perform any of the Company thereof, and provisions or requirements set forth in Section 5 hereof; (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 Borrower becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of its 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 (iii) a receiver, trustee, interim trusteeconservator or liquidator of Borrower of all or a substantial part of Borrower’s assets is appointed with or without the application or consent of Borrower; (iv) a petition is filed by Borrower under any bankruptcy, receiverinsolvency or similar law (or such a petition is filed against Borrower and is not dismissed within forty-five (45) days); (v) Borrower violates or fails to perform any other provision of this Agreement or any other Loan Document, as defined herein, and fails to cure such default within thirty (30) days of notice therefor; (vi) any warranty or representation made by Borrower herein proves to have been false or misleading when made or deemed to have been made; (vii) Borrower merges or consolidates with any other corporation or entity (and Borrower is not the surviving entity), or other custodian for any of its property; sells, leases 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; (e) the Company is in default on indebtedness to another person, the 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 disposes of all or substantially all of its assets without the assets prior written consent of the Company unless waived KEF; (viii) Borrower, if an individual, dies or, if not an individual, is dissolved; (ix) a change in writing control occurs in Borrower; (x) any filing by the Lender. Upon the occurrence Borrower of a Default, the Lender shall be entitled to declare termination statement for any financing statement filed by KEF while any obligations are owed by Borrower under a Note; and (xi) any of the amounts owed by events listed in subsections (ii) through (ix) above occurs with respect to any Guarantor (provided that, with respect to subpart (vii) above, any Guarantor may merge or consolidate with Borrower (so long as Borrower is the Company under the Note due and payablesurviving entity) or any other Guarantor, whereupon they immediately will become due and payable without presentmentor sell, demand, notice lease or protest dispose of any kind (all or substantially all of which are expressly waived its assets to Borrower or a Guarantor). A Default with respect to any Note shall, at KEF’s option, constitute a Default for all Notes (held by the Company)KEF) and any other agreements between KEF and Borrower.

Default Remedies. A “(a) Lessor may in writing declare this Agreement and all Schedules in default ("Default” shall exist if ") if: (1) Lessee breaches its obligation to pay Rent when due; (2) Lessee breaches its obligation to pay any sum hereunder (other than Rent) within fifteen (15) days of the date due; (3) Lessee breaches any of its insurance obligations under Section X hereof; (4) Lessee breaches any of its other obligations hereunder and fails to cure that breach within thirty (30) days after written notice thereof; provided that (A) if such (A) Lessee shall be in default in the performance of any agreement or condition contained in the Revolver, including (without limitation) the covenant set forth in Section 9.17 thereof as such covenant exists on the date hereof, notwithstanding any amendment, supplement, restatement or other modification to, or expiration or termination of, the Revolver (the "Incorporated Covenant") (for the sake of clarity, a copy of the Incorporated Covenant has been attached hereto as Exhibit No. 1), or (B) any other event shall occur or condition exist under the Revolver or under any other material obligation for borrowed money, for the deferred purchase price of property or any lease agreement for an original amount in excess of Ten Million Dollars ($10,000,000), the effect of which default or other event or condition is to cause, or permit the lenders or the agent under the Revolver or the holders of such other obligation (or a trustee or agent on behalf of such holder or holders) to cause, the obligations of Lessee under the Revolver or such other obligations to become due prior to the stated maturity thereof. Any provision of this Agreement to the contrary notwithstanding, each Lessor and each Assignee may exercise all rights and remedies hereunder solely with respect to the Schedules it holds; provided, that among the Schedules it holds, it may exercise its rights and remedies independently with respect to each individual Schedule. (b) Upon payment in full by Lessee to Lessor of the Default Payment within fifteen (15) days after the occurrence of an event specified in Section XII(a) hereof which would constitute a Default, Lessor shall not declare this Agreement and the Schedules to be in default and will transfer, on an AS IS BASIS all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any Lessor Lien). At Lessee's expense, Lessor shall execute and deliver to Lessee such UCC Statements of Termination and xxxx of sale as reasonably may be required in order to terminate and convey any interest of Lessor in and to the Equipment. (c) After Default, at the request of Lessor, Lessee shall comply with the provisions of Section XI(a) hereof. Lessee hereby authorizes Lessor to enter, with or without legal process, any premises where any Equipment is located and take possession thereof. Lessee shall, without further demand, forthwith pay to Lessor (i) as liquidated damages for loss of a bargain and not as a penalty, the Lease Balance with respect to the Equipment (calculated in accordance with Annex D to the applicable Schedule as of the Rent Payment Date next preceding the declaration of default), and (ii) all Rent and other sums then due hereunder. Lessor may, but shall not be required to, sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, and without having the Equipment present at the place of sale; or Lessor may, but shall not be required to, lease, otherwise dispose of or keep idle all or part of the Equipment; and Lessor may use Lessee's premises for any or all of the foregoing without liability for rent, costs, damages or otherwise. The proceeds of sale, lease or other disposition, if any, shall be applied in the following occurs order of priorities: (1) to pay all of Lessor's costs, charges and is expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment; then, (2) to the extent not remedied previously paid by Lessee, to pay Lessor all sums due from Lessee hereunder; then, (i3) to reimburse to Lessee any sums previously paid by Lessee as liquidated damages; and (4) in the case of events described in clause (a) belowproceeds of sale of any Equipment, within 15 days after notice from the Lender any surplus shall be remitted to the Company thereof, and (ii) in the case of events described Lessee. Lessee shall pay any deficiency in clauses (b1) through and (h2) 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; forthwith. (d) if In addition to the Company becomes insolvent foregoing rights, Lessor may cancel or terminate the lease as defined in the Georgia Uniform Commercial Code to any or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution all 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; Equipment. (e) the Company is The foregoing remedies are cumulative but shall not be duplicative, and any or all thereof may be exercised in default on indebtedness lieu of or in addition to another personeach other or any remedies at law, the amount in equity, or under statute. Lessee waives notice of such indebtedness exceeds $250,000 sale or other disposition (and the acceleration of time and place thereof), and 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due manner and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest place of any kind (all advertising. If permitted by law, Lessee shall pay reasonable attorney's fees actually incurred by Lessor in enforcing the provisions of which are expressly waived by the Company)this Lease and any ancillary documents. Waiver of any Default shall not be a waiver of any other or subsequent default.

Default Remedies. A “Default” shall exist if 9.1 The occurrence of any one or more of the following occurs and is not remedied (i) in the case shall constitute an Event of events described in clause Default hereunder: (a) below, within 15 days after notice from A failure of Borrower to pay the Lender to principal of or interest on the Company thereof, Loan as and (ii) when the same becomes due and payable in accordance with the case terms of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 and such failure shall continue for a period of five (5) days after receipt of written notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Notespecifying such failure; provided, whether at maturityhowever, 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 that Lender shall be false or misleading in obligated to give only one (1) such notice during any material respect as of calendar year and, after 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the amount giving 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 Defaultone notice, the Lender shall be entitled to declare exercise its remedies upon any subsequent default occurring within such calendar year without any requirement of notice. (b) A failure of Borrower to perform any of the amounts owed covenants, obligations or agreements contained in this Agreement. (c) Any substantial damage to or destruction of or disappearance of Sonesta Great Bay shall occur so that, in the reasonable opinion of Lender, it cannot be restored or rebuilt with available funds to a profitable condition within a reasonable period of time (not to exceed 270 days). (d) The liquidation, termination, bankruptcy or dissolution of Borrower. (e) A writ or warrant of attachment or any similar petition shall be issued by any court or other authority against all or any substantial portion of Sonesta Great Bay. (f) If there shall occur a material adverse change in the Company under assets, liability, financial condition or business operation of Borrower. 9.2 In the Note event of an occurrence of any Event of Default, Lender shall have the right, at its option, without notice or demand upon Borrower (except as expressly provided for herein or by applicable law) to do the following: (a) declare the unpaid balance of the Loan (including all principal thereof and all interest then accrued thereon) to be immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, notice ; (b) cease further advances under the Loan; and/or (c) enforce or protest avail itself of any kind (and all of which are expressly waived by the Company)remedies provided in this Agreement and under applicable laws.

Default Remedies. A “Default” shall exist if The occurrence of any of the following occurs and events shall constitute a Default (as such term is not remedied (i) in the case of events described in clause used herein): (a) belowwithin 5 days of Secured Party's giving notice thereof to Debtor of amounts due, 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 non-payment of any amount payable under the Note, whether at maturity, Security Agreement or at a date fixed for on any prepayment of the Liabilities or partial prepayment, or by acceleration, or otherwisefailure to perform any agreement of Debtor contained herein; (b) if any statement, representation, representation or warranty of the Company made Debtor herein or in this Agreement shall be false or misleading any other writing at any time furnished by Debtor to Secured Party is untrue in any material respect as of the date mademade and such Default is not cured by Debtor within fifteen days of Secured Party's giving notice thereof to Debtor; (c) failure if any Obligor (which term, as used herein, shall mean Debtor and each other party primarily or secondarily liable on any of the Company punctually and fully to comply with any of its covenants in this Agreement; (dLiabilities) if the Company becomes insolvent or unable to pay debts as defined in the Georgia Uniform Commercial Code they mature or makes an assignment for the benefit of 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 against any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or Obligor alleging that it such Obligor is insolvent or unable to pay its debts as they mature; (d) entry of any judgment against any Obligor in excess of $100,000.00; (e) death of any Obligor who is a natural person or of any general partner of any Obligor which is a partnership; (f) dissolution, merger or consolidation, or transfer of a substantial part of the Company property of any Obligor which is a corporation or a partnership; (g) default by Debtor in any payment of principal or interest on any obligation for borrowed money in excess of $100,000.00 or in any payment on any lease obligations, beyond any period of grace provided with respect thereto or if Debtor shall default on indebtedness to another personin the performance of any other agreement, term or condition contained in any agreement under which such obligation is created, if the amount effect of such indebtedness exceeds $250,000 and default is to cause or permit the acceleration of the maturity holder or holders of such indebtedness would have obligations to cause such obligations to become due prior to stated maturity; (h) if Debtor is a corporation, if the current owners of Debtor's voting stock shall at any time fail to own and control a majority of Debtor's outstanding issued voting stock; or (i) there is a material adverse effect upon the Company; change in Debtor's or (f) any Obligor's financial condition or performance after Debtor's execution of this Security Agreement. Whenever 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, the Lender Default shall be entitled to declare existing, all Notes and all other Liabilities may, notwithstanding any provisions thereof, at the option of the amounts owed by the Company under the Note Secured Party and without demand or notice of any kind, be declared, and thereupon immediately shall become, due and payable, whereupon they immediately will become due and payable without presentmentSecured Party may exercise from time to time any rights and remedies available to it under applicable law. Debtor agrees, demandin case of Default, notice or protest to assemble, at its expense, all the Collateral at a convenient place acceptable to Secured Party and to pay all costs of Secured Party of collection of all Notes and all other Liabilities, and enforcement of rights hereunder, including reasonable attorney's fees and legal expenses, and expenses of any kind repairs to any realty or other property to which any of the Collateral may be affixed or be a part. Without limiting the foregoing, upon Default Secured Party may, to the fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any kind, (a) enter upon any premises where any of the Collateral may be located and take possession of and remove such Collateral, (b) sell any or all of which are the Collateral, free of all rights and claims of Debtor therein and thereto, at any public or private sale, and (c) bid for and purchase any or all of the Collateral at any such sale. Debtor hereby expressly waived waives, to the fullest extent permitted by applicable law, any and all notices, advertisements, hearings or process of law in connection with the Company)exercise by Secured Party of any of its rights and remedies upon Default. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least five days before such disposition, postage prepaid, addressed to Debtor either at the address shown below or at any other address of Debtor appearing on the records of Secured Party. Any notice to Debtor may, if there is more than one undersigned, be given to all of the undersigned care of any one of the undersigned selected by Secured Party. Any proceeds of any of the Collateral may be applied by Secured Party to the payment of expenses in connection with the repossession, storage, sale, preparation for sale and the like, of the Collateral, including reasonable attorney's fees and legal expenses, and any balance of such proceeds may be applied by Secured Party toward the payment of such of the Liabilities, and in such order or application, as Secured Party may from time to time elect and Debtor shall remain liable for any deficiency.

Default Remedies. A “(a) The following shall be deemed "Events of Default” shall exist if " under the Lease: (1) Lessee fails to pay any installment of rent or other charge or amount due under the Lease within ten (10) days after notice that such payment is overdue; or (2) Except as expressly permitted in the Lease, Lessee attempts to remove, sell encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails, within ten (i10) days written notice, to deliver any documents required from Lessee under the Lease; or (3) Any representation or warranty made by Lessee or Lessee's guarantor in the case of events described Lease or any document supplied in clause connection with the Lease or any financial statement is misleading or materially inaccurate; or (a4) below, within 15 days after notice from the Lender Lessee fails to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below observe or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure perform any of the Company punctually other obligations required to make any payment of any amount payable be observed by Lessee under the Note, whether at maturity, Lease within thirty (30) days of Lessee's first knowledge of such failure; or (5) Lessee or at Lessee's guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or shareholders shall take any action to effect its dissolution or liquidation; or (6) If within sixty (60) days after the commencement of any proceedings against Lessee or Lessee's guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee's or Lessee's guarantor's consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its respective assets and properties, such appointment shall not be vacated. (b) Upon the happening of any Event of Default, Lessor may declare the Lessee to be in default. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other custodian disposition, if any, of the Equipment shall be applied: (1) to all Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. The exercise of any of the foregoing remedies by Lessor shall not constitute a termination of the Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor's exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its property; or if the Company commences a voluntary case obligations under the Federal Bankruptcy Code; or if Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any reorganization or arrangement proceeding is instituted such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Lessor.

Default Remedies. A “Default” In the event (i) the Maker fails to make any payment when due under this note or under any other notes or obligations of the Maker to the Lender, or (ii) the Maker or any endorser or guarantor of this note shall exist be adjudged a bankrupt, or file a petition in bankruptcy, or have a petition filed against them, or (iii) the Maker or any endorser or guarantor of this note shall, in the sole opinion of the Lender, experience a material adverse change in its, his or her financial condition, or (iv) a writ or order of attachment or garnishment shall be issued or made against any property of the Maker or any endorser or guarantor of this note, or (v) of dissolution, termination of existence, or material change in the ownership of the Maker of any endorser or guarantor of this note, or (vi) the Maker or any endorser or guarantor of this note fails to provide financial statements or other financial information on a timely basis when reasonably requested by the Lender, or (vii) the Bank in good faith deems itself insecure witx xxxxxxx xo repayment of this note, or in good faith believes that the prospect of payment is impaired, or (viii) of the death of any Maker or any endorser or guarantor of this note, or (ix) the Maker or any endorser or Guarantor of this Note shall default under or breach this Note, any other note, loan agreement, warranty or other agreement with Lender, then in any such case, (a) the Lender may terminate any obligation of the Lender to make further advances under this note, and (b) the entire unpaid principal balance of and all accrued interest on this note and/or all liabilities of the Maker to the Lender shall be considered to be in default and, at the Lender's option, forthwith become due and payable without demand or notice, and the Lender may sell at public or private sale any or all of the property securing this note, or substitutes therefor or additions thereto, and if such sale be public, the Lender may purchase such property or any part thereof. The proceeds of any sale made hereunder, after deducting any expense incident to said sale, together with the cost of handling said property, may be applied by the Lender, as it shall deem proper, to any one or more or all of the liabilities of the Maker to the Lender, whether such liabilities are due or not, and the balance of said proceeds, if any, shall be returned to the Maker. If any Maker is a corporation, partnership, limited partnership, limited liability company or any other type of business entity, the happening of any of the following occurs events without the Lender's prior written consent shall render this note in default and, at the option of the Lender, immediately due and is not remedied (i) in the case of events described in clause (a) 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 payable without demand or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereofnotice: (a1) failure a merger or consolidation of the Company punctually to make Maker or any payment subsidiary of the Maker with or into any amount payable under corporation or other legal entity, or a merger or consolidation of one or more other such entities with or into the NoteMaker; (2) the sale, lease, transfer or other disposition of all or any substantial part of the assets of the Maker, whether at maturity, now owned or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisehereafter acquired; (b3) 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 assignment for the benefit of creditors; or if any action is brought acquisition 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; (e) the Company is in default on indebtedness to another person, the 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 Maker of all or substantially all of the assets or outstanding capital stock of any other business entity; or (4) any one or more transfers, sales or other dispositions of shares of any class of stock of the Company unless waived Maker by shareholders on the date of this note, or the issuance by Maker on one or more occasions of shares of any class of stock of the Maker to persons not shareholders of the Maker on the date of this note, which in writing the aggregate would cause 50% or more of the then outstanding shares of such class of stock to be owned by persons other than one of the Lendershareholders of the Maker on the date of this note. Upon Failure of the occurrence holder of this note to exercise any of its rights and remedies shall not constitute a Defaultwaiver of any provision of this note, or of any security agreement, instrument or document (including without limitation any guaranty) securing Maker's obligations under this note, or of any such holder's rights and remedies, nor shall it prevent the Lender holder from exercising any rights or remedies with respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall be entitled cumulative to declare any of the amounts owed greatest extent permitted by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)law.

Default Remedies. A “Default” shall exist if any Each of the following occurs events shall constitute an "Event of Default" hereunder: (a) Company shall fail to make any payment of principal or interest due hereunder (other than as a result of the provisions of Section 3 or 4 above) and is not remedied such failure shall have continued uncured for a period of at least thirty (30) days; or (b) Company shall fail to perform any covenant or agreement provided for in this Agreement, and such failure shall continue uncured for a period of at least thirty (30) days following written notice from Maxtor; or (c) Any Reorganization Proceeding (i) in shall be commenced by Company, IMS or any Guarantor or (ii) shall be commenced against Company, IMS or any Guarantor and the case same shall not have been rescinded or stayed within ninety (90) days; or (d) Any default shall occur under (i) any agreement or instrument evidencing the Indebtedness under the Bank Credit Facility, if such default shall continue after any applicable grace period and if the effect of events described in clause such default is to accelerate, or permit the holders of the Indebtedness under the Bank Credit Facility to accelerate, the maturity of such Indebtedness; or (aii) belowany agreement or instrument evidencing Senior Indebtedness other than the Bank Credit Facility, within 15 days after notice if (x) such default results from the Lender failure to make a payment when due, (y) such default shall continue after any applicable grace period and (z) the Company thereofeffect of such event is to accelerate, or permit the holders of such Senior Indebtedness to accelerate, the maturity of such Indebtedness; or (iii) any one or more instruments or agreements evidencing Senior Indebtedness in an aggregate principal amount of at least $5,000,000, if (x) such default results from a default other than the failure to make a payment when due, (y) such default shall continue after any applicable grace period and (z) the effect of such default is to accelerate, or permit the holders of such Senior Indebtedness to accelerate, the maturity of such Senior Indebtedness; provided that upon the waiver or cure any such default, then the Event of Default under this Agreement resulting therefrom shall automatically be deemed waived or cured; or (e) Any default shall occur under the Subordinated Notes, if such default shall continue after any applicable grace period and if the effect of such default is to accelerate, or permit the holders of the Indebtedness under the Subordinated Notes to accelerate, the maturity of such Indebtedness; provided that upon the waiver or cure any such default in respect of the Subordinated (f) Any default shall occur under any Guaranty, if such default shall continue after any applicable grace period. Upon the occurrence and during the continuance of any Event of Default, then (i) Maxtor shall have the right to declare immediately due and payable all or any portion of the outstanding principal balance of this Agreement, in which case such principal balance and accrued and unpaid interest thereon shall immediately be due and payable, and (ii) in at Maxtor's option upon notice to Company, the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender interest rate otherwise applicable 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 increased by two percent (2%). Maxtor shall also have such other rights as may be available to Maxtor under applicable law. Notwithstanding the foregoing, so long as any Senior Indebtedness has not been paid in any material respect as of the date made; (c) failure of the Company punctually and fully full in cash, Maxtor shall have no right 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the accelerate amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)hereunder.

Default Remedies. A (a) The following shall be deemed “Events of Default” shall exist if under the Lease: (1) Lessee fails to pay any installment of rent or other charge or amount due under the Lease within ten (10) days after notice that such payment is overdue; or (2) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (i3) Any representation or warranty made by Lessee or Lessee’s guarantor in the case Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (4) Lessee fails to observe or perform any of events described in clause the other obligations required to be observed by Lessee under the Lease within ten (a10) below, within 15 days after of written notice from the Lender to the Company thereof, and Lessor of such failure; or (ii5) in the case of events described in clauses (b) through (h) below Lessee 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 Lessee’s guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statue, law or regulation or files an answer admitting or failing to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or shareholders shall take any action to effect its dissolution or liquidation; or (6) If within thirty (30) days after the commencement of any proceedings against Lessee or Lessee’s guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its respective assets and properties, such appointment shall not be vacated. (7) Lessee’s Guarantor fails to comply with the financial covenants contained in Sections 7.10 (a), (b) and (c) of the Financing Agreement dated April 4, 2004 with The CIT Group/Business Credit, Inc., or any successor or replacement lender, and such failure to comply is neither cured nor waived. Upon the happening of any Event of Default, Lessor may declare the Lessee to be in default. Lessee authorizes Lessor at any time after such declaration by Lessor to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default made by Lessor, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor or its Assignee relating to the enforcement of its rights under the Lease. After an Event of Default, as declared by Lessor, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 7(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other custodian disposition, if any, of the Equipment shall be applied (1) to all Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. The exercise of any of the foregoing remedies by Lessor shall not constitute a termination of the Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 17 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. In the event Lessee shall fail to perform any of its property; or if the Company commences a voluntary case obligations under the Federal Bankruptcy Code; or if Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any reorganization or arrangement proceeding is instituted such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Lessor.

Default Remedies. A “(a) The occurrence of any one of the following events will constitute a default by Lessee hereunder ("Event of Default” shall exist "): (i) failure to pay when due and payable any payment of rent (original or renewal) or any other of Lessee's Obligations; (ii) failure by Lessee to perform, keep and observe any term, provision, warranty, condition, covenant or representation hereunder that is required to be performed, kept or observed by Lessee (other than those contained in (i) above); (iii) if any any time or times hereafter any material warranty, representation, statement, report or certificate now or hereafter made or furnished to Lessor by or on behalf of Lessee is not true and correct; (iv) if any of the following occurs Equipment or all or a material part of Lessee's property is attached, seized, subjected to writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not remedied terminated or dismissed within twenty days thereafter; (iv) in the death of Lessee; (vi) the filing or commencement of any application, proceeding or case of events described in clause (a) belowby Lessee for Lessee's dissolution or liquidation, 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 attempt by Lessee 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 assignment for the benefit of Lessee's creditors; , or if the filing by Lessee of any action is brought by case under the Company seeking dissolution Bankruptcy Reform Act of the Company 1978, or any similar law, whether state or federal, for liquidation or rehabilitation of its assets Lessee or seeking of any case for the appointment of a trustee, interim trustee, receiver, trustee or other custodian for all or a material part of the property of Lessee; (vii) the filing against Lessee of any application, proceeding or case for Lessee's dissolution or liquidation, or of any case against Lessee under the Bankruptcy Reform Act of 1978 or any similar law, whether state or federal, or of any case against Lessee for the appointment of a receiver, trustee or custodian for all or a material part of the property of Lessee, and any such application, proceeding or case is not dismissed or stayed within thirty days after the filing thereof; (viii) the filing of a notice of tax lien or the existence of any other lien, claim or encumbrance with respect to any of its the Equipment or all [illegible] material part of Lessee's property; (ix) if Lessee is enjoined, restrained or if the Company commences in any way prevented by court order or otherwise from conducting all or 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 material part of its debts upon any terms; business affairs in the ordinary course of such injunction or if any action restraint is not dismissed or petition is otherwise brought by stayed within thirty days after the Company seeking similar relief entry or alleging that it is insolvent or unable to pay its debts as they maturefiling thereof; (ex) the Company is in default on indebtedness to another person, the 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 Defaultdefault or Event of Default under any agreement, by and between Lessee and Lessor, instrument or document heretofore, now or at any time or times hereafter executed and delivered by Lessee to Lessor or any affiliate thereof; (xi) if Lessee is in default in the Lender shall be entitled payment of any indebtedness to declare any third party and such default is declared and is not cured within the time, if any, specified therefor in any agreement governing the same; (xii) if Lessee fails to notify Lessor in writing and does not secure prior written approval from Lessor of any of the amounts owed following changes regarding Lessee; legal name, entity type or structure, chief place of business or executive offices, or opening of an additional location or locations to conduct business and/or to store Lessor's Equipment; or (xiii) through Lessee's actions, Lessor's interest in its Equipment is jeopardized or in any way becomes junior to any creditor. (b) Upon an Event of Default, Lessor may, at its election and without notice or demand, exercise any one or more of the following remedies in order to protect the interest and reasonably expected profits and bargains of Lessor; (a) upon notice to Lessee terminate this Lease and all Lease Schedules executed pursuant thereto; (b) upon the occurrence of any Event of Default or anytime thereafter, or if Lessor decides, in its sole discretion, not to take possession of the Equipment, Lessor continues to be the owner of the Equipment and may, but is not obligated to, dispose of the Equipment by the Company under the Note due sale or otherwise, all of which determinations may be made by Lessor in its absolute discretion and payable, whereupon they for its own account; (c) declare immediately will become due and payable all sums due and to become due hereunder for the full term of the Lease (including any renewal or purchase options which Lessee has contracted to pay); (d) with or without presentmentterminating this Lease, demandrecover from Lessee damages, notice not as a penalty, but herein liquidated for all purposes and in an amount equal to the sum of: (i) any accrued and unpaid rent as of the date of entry of judgment in favor of Lessor plus late charges and all other sums that may accrue hereunder; (ii) the present value of all future rentals reserved in the Lease and contracted to be paid over the unexpired term of the Lease discounted at a rate equal to the discount rate of the Federal Reserve Bank of Philadelphia as of the date of entry of judgment in favor of Lessor plus one percent (1%), (iii) all commercially reasonable costs and expenses incurred by Lessor in any repossession, recovery, storage, repair, sale, release, or protest other disposition of the Equipment including reasonable attorneys' fees and costs incurred in connection therewith or otherwise resulting from Lessee's default (inclusive of attorneys' fees, fees of collection agencies, and other costs incurred in the collection of the balance due); (iv) estimated residual value of the Equipment as of the expiration of this Lease or any kind renewal thereof (if such lease has been renewed), and (v) any indemnity, if then determinable. For purposes hereof, in the event that Lessee shall pay all sums due to Lessor under sections (i) through (v) of which are expressly waived by this paragraph prior to the Company).date of entry of judgment, the date of payment shall be deemed to be the data of entry of judgment for purposes of this paragraph;

Default Remedies. A “Default” shall exist if any Any of the following occurs and is not remedied (i) in the case shall constitute an "Event of events described in clause Default" under this Lease: If (a) below, within 15 Lessee fails to pay when due any rent or other amount required herein to be paid by Lessee and such non-payment continues for more than seven days after notice thereof from the Lender to the Company thereofLessor, and (ii) in the case of events described in clauses or (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 Lessee makes an assignment for the benefit of creditors; , whether voluntary 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, receiverinvoluntary, or other custodian for any of its property; or if the Company commences (c) 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 filed by or against Lessee under any bankruptcy, insolvency or similar legislation, or (d) Lessee violates or fails to perform any provision of either this Lease or any Acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, and fails to correct the Company seeking similar relief same within seven days after notice thereof from Lessor, or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another personLessee makes a bulk transfer of furniture, the 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; furnishings, fixtures or other equipment or inventory, or (f) Lessee ceases doing business as a sale of going concern or terminates its existence, or (g) Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the assets legal structure of Lessee, in each case it results, in the opinion of the Company unless waived Lessor, in writing a material adverse change in Lessee's ability to perform its obligations under this Lease, or (h) any representation or warranty made by Lessee in this Lease or in any other document or agreement furnished by Lessee to Lessor shall prove to have been false or misleading in any material respect when made or when deemed to have been made, or (i) Lessee shall be in default under any material obligation for the Lenderpayment of borrowed money or the deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property and such default continues for more than seven days after notice thereof from Lessor, or (j) Lessee shall be in default under any other agreement now existing or hereafter made with Lessor or any of Lessor's affiliates and such default continues for more than seven days after notice thereof from Lessor, or (k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g), (h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "Lease"), (i) or (j) shall have occurred with respect to any guarantor of, or other party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the guaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. Upon An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default upon Lessee's receipt of notice or knowledge thereof (other than pursuant to Lessor's notice). If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: (a) Lessor may terminate this Lease with respect to all or any part of the Equipment, (b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, (c) Lessor may take possession of any or all items of Equipment, wherever the same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this Lease, (d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender Equipment the sum of (1) the total amount due and owing to Lessor at the item of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if the Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to declare any recover a greater amount in damages than Lessor could have gained by receipt of the amounts owed by Lessee's full, timely and complete performance of its obligations pursuant to the Company terms of this Lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A. Each of the following shall constitute an Event of Default in breach of this Lease: (1) A “Default” party shall exist if fail to pay any amounts due hereunder or any other agreements between them on any day upon which the same is due, and the same shall not be paid within fifteen (15) days after written notice from the party to the other of that failure to pay; (2) A party shall do or permit anything to be done, whether by action or inaction, contrary to any material covenant or agreement on the part of that party in this Lease or the O&M Agreement or otherwise contrary to any of the following occurs and is not remedied (i) material covenants, agreements, terms or provisions of this Lease or the O&M Agreement, or the party shall otherwise fail in the case keeping or performance of events described any of the covenants, agreements, terms or provisions contained in clause this Lease or the O&M Agreement which on the part or behalf of that party are to be kept or performed, and that party remains in violation sixty (a60) belowdays after written notice thereof from the other party; provided, however, that if the default cannot be reasonably corrected within a sixty (60) day period, then the party shall not be deemed in default if it has, within 15 days after notice from that sixty (60) day period, commenced to correct the Lender default and diligently thereafter pursues the correction to completion, subject to an event of enforced delay (together with the Company thereofperiod noted in subsection A(1) above, as applicable, a “Cure Period”). (3) An involuntary petition shall be filed against a party under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import, or a receiver of or for the property of that party shall be appointed without the acquiescence of the other party, and that situation shall continue and shall remain undischarged or unstayed for an aggregate period of one hundred twenty (ii120) in the case of events described in clauses days; (b4) 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 A party shall 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 an assignment of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment property for the benefit of creditors; creditors or if file a voluntary petition under any action is brought bankruptcy or insolvency law, or whenever any court of competent jurisdiction shall approve a petition filed by the Company seeking dissolution party under the reorganization provisions of the Company United States Bankruptcy Code or liquidation under the provisions of its assets or seeking the appointment any law of a trustee, interim trustee, receiverlike import, or other custodian for any of its property; or if whenever a petition shall be filed by the Company commences a voluntary case party under the Federal arrangement provisions of the United States Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by ; (5) A party shall abandon the Company for Leased Premises prior to 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration termination of the maturity Lease and not cure that abandonment within ninety (90) days of such indebtedness would have a material adverse effect upon notice from the Company; or other party; (f6) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of any Event of Default on the part of a party, as set forth in this Lease, and in addition to all other rights and remedies the other party may have under this Lease or under applicable law, the non-defaulting party shall have the following rights and remedies, but it shall not have any obligation to do so: (1) It may enter into and upon the Leased Premises to do all things reasonably deemed necessary or desirable by that party to cure any uncured Event of Default, and the Lender defaulting party shall pay the non-defaulting party on demand all sums expended by it in curing or attempting to cure any such Event of Default, together with interest on those sums at six percent (6%) per annum; (2) It may continue this Lease in effect until it elects to terminate the Lease by written notice to the defaulting party, and the defaulting party shall remain liable to perform all of its obligations under this Lease, and the non-defaulting party may enforce all of its rights and remedies, including the right to recover all amounts and all other payments and charges payable hereunder to it as the same fall due. If the defaulting party abandons the Leased Premises or fails to maintain and protect the Leased Premises as herein provided, the non-defaulting party may do all things necessary or appropriate to maintain, preserve and protect the Leased Premises. The defaulting party agrees to reimburse the non-defaulting party on demand for all amounts reasonably expended by it in maintaining, preserving and protecting the Leased Premises; (3) Upon the occurrence of one or more of the Events of Default listed above, the non-defaulting party may at any time thereafter, but not after the default is cured, give written notice (“Second Notice”) to the defaulting party specifying the Event(s) of Default and stating that this Lease and the Lease term hereby demised shall expire and terminate on the date specified in that notice, which shall be entitled to declare any at least thirty (30) days after the giving of the Second Notice, and upon the date specified in the Second Notice, this Lease and the Lease Term shall expire and terminate as of that date. The defaulting party shall pay all amounts owed by due to the Company under non-defaulting party, less any undisputed amounts it owes the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)defaulting party.

Default Remedies. A “Default” shall exist if any (a) Any one or more of the following occurs and is shall constitute a default (“Default”) under this Note if not remedied cured within the cure period referenced in the applicable subparagraph: (i) Failure of Buyer to pay any installment of the outstanding principal amount due under this Note, or the accrued and unpaid interest thereon, on the due dates set forth in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereofSection 4 above, and the failure to cure such default within fifteen (15) days; (ii) in The institution of any bankruptcy, reorganization or insolvency proceedings against Buyer or the case appointment of events described in clauses a receiver or a similar official with respect to all or a substantial part of the properties of Buyer and a failure to have such proceedings dismissed or such appointment vacated within a period of sixty (60) days; or (iii) The institution of any voluntary bankruptcy, reorganization or insolvency proceedings by Buyer or the appointment of a receiver or a similar official with respect to all or a substantial part of the properties of Buyer at the instance of Buyer. (b) through If a Default shall occur and be continuing, then Stockholder may declare the entire principal balance of this Note, and all accrued and unpaid interest thereon, to be immediately due and payable, and shall be entitled to all remedies available to it under Delaware law or applicable law, subject to Sections 10 and 11 below, and Stockholder shall have the right of offset described in Section 8(c) below. (hc) below or elsewhere in this AgreementIf a Default has occurred and is continuing, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually and Buyer fails to make any payment of any amount payable due to Stockholder under the this 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender then Stockholder shall be entitled to declare offset the amount due Stockholder against any of the amounts owed due from Stockholder to Buyer. (d) Buyer shall pay on demand all costs reasonably incurred by the Company under the Stockholder, including without limitation, reasonable attorneys fees, in connection with Stockholder’s efforts to collect amounts due pursuant to this Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)following a Default.

Default Remedies. A The following shall constitute events of default (“Events of Default” shall exist if any of the following occurs and is not remedied (i”) in the case of events described in clause (a) 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 by Lessee under this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed shall remain unremedied for any prepayment or partial prepayment, or by acceleration, or otherwisethirty (30) days; (b) if Lessee fails to perform, keep or observe any statementterm, representation, provision or warranty covenant contained in Section 11 of the Company made in this Agreement shall be false or misleading in any material respect as of the date madeAgreement; (c) failure of the Company punctually and fully if Lessee fails to comply with perform, keep or observe any of its covenants other term, provision or covenant contained in this AgreementAgreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code any seizure or makes an assignment for the benefit of 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 confiscation of any of its debts upon Vehicle or any terms; or if other act (other than a Casualty Occurrence) otherwise rendering any action or petition is otherwise brought Vehicle unsuitable for use (as determined by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they matureLessor); (ef) the Company is in default on indebtedness to another person, the amount occurrence of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon change in the Company; financial condition or (f) a sale business of all or substantially all of the assets of the Company unless waived in writing by the LenderLessee. Upon the occurrence of a any Event of Default, Lessor, with thirty (30) days written notice to Lessee, will have the Lender right to exercise concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations provided appropriations are available to pay such obligations (this clause however shall not be entitled deemed an earmark of appropriated funds for this agreement or any Schedule under this agreement); if Lessee fails to declare surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor’s independent contractors shall have the amounts owed right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce performance by the Company Lessee of its obligations under the Note due this Agreement; (c) Lessor may recover damages and payableexpenses sustained by Lessor, whereupon they immediately will become due and payable without presentmentServicer, demand, notice any other agent of Lessor or protest any of any kind (all their respective successors or assigns by reason of which are expressly waived by the Company).Lessee's default;

Default Remedies. A “Default” shall exist if any of Except as provided in the following occurs and is not remedied (i) in the case of events described in clause (a) belowsentence, 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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 an Event of Default, Agent may (and upon written instructions from Majority Lenders, Agent shall) declare the Lender Commitments to be terminated and/or declare the entire principal and all interest accrued on the Notes to be, and the Notes, together with all Obligations, shall be entitled to declare any of the amounts owed by the Company under the Note thereupon become, forthwith due and payable, whereupon they without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are expressly waived. Notwithstanding the foregoing, (a) if an Event of Default specified in Subsections 7.01(f)(i), (ii) or (iii) above occurs with respect to the Company, the Commitments shall automatically and immediately will terminate and the Notes and all other Obligations shall become automatically and immediately due and payable payable, both as to principal and interest, without any action by Agent or any Lender and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived waived, anything contained herein or in any Notes to the contrary notwithstanding, and (b) if an Event of Default specified in Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a Co-Borrower, the Agent and the Lenders shall not have the right to declare the Commitments to be terminated, declare the entire principal and all interest accrued on the Notes to be forthwith due and payable, or exercise any of their other rights hereunder or under the Loan Documents (except that the Lenders shall have no further obligation to make Loans to enable such Co-Borrower to originate Mortgage Loans, and the Agent and the Lenders may exercise their remedies with respect to the Mortgage Loans pledged by such Co-Borrower to the Company)Agent pursuant to the Pledge and Security Agreement) for 10 Business Days after the occurrence of such Event of Default, or thereafter if all Loans made to enable such Co-Borrower to originate or acquire Mortgage Loans hereunder have been repaid in full.

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) belowIf an Event of Default described in Section 9.1(a) or 9.1(b) exists, within 15 days after any holder of Debentures may, at its option, exercise any right, power or remedy permitted by law, including but not limited to the right by notice from the Lender to the Company thereofto declare the Debentures held by such holder to be immediately due and payable. If any other Event of Default exists, the holder or holders of at least 25% in outstanding principal amount of the Debentures (exclusive of Debentures owned by the Company, Subsidiaries and (iiAffiliates) in may exercise any right, power or remedy permitted by law, including but not limited to the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after right by notice from the Lender to the Company thereof: to declare all the outstanding Debentures immediately due and payable. Upon any such declaration the principal of the Debentures declared due shall become immediately due and payable together with all interest accrued thereon without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and the Company will immediately pay the entire principal of and interest accrued on such Debentures together with the Make-Whole Premium; provided that the Make-Whole Premium with respect to each Debenture shall be due and payable upon such declaration only if (x) such event is an Event of Default specified in any of paragraphs (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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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 Section 9.1, (y) you shall have given to the Company, at least 10 Business Days before such declaration, written notice stating your intention so to declare the Debentures to be immediately due and payable and identifying one or substantially more such Events of Default whose occurrence on or before the date of such notice permits such declaration and (z) one or more of the Events of Default so identified shall be continuing at the time of such declaration. In the case of any of the Events of Default specified in clauses (g), (h) or (i) of Section 9.1 with respect to the Company, without any notice to the Company or any other act by the holders of the Debentures, the principal of all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a DefaultDebentures, the Lender together with accrued interest, shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they become immediately will become due and payable without presentment, demand, protest or other notice or protest of any kind (kind, all of which are expressly hereby waived by the Company). (b) No course of dealing or delay or failure on the part of any holder of the Debentures to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Company will pay or reimburse the holders of the Debentures, to the extent permitted by law, for all costs and expenses, including but not limited to reasonable attorneys' fees, incurred by them in collecting any sums due on the Debentures or in otherwise enforcing any of their rights.

Default Remedies. A “Upon the occurrence of an Event of Default” shall exist if , without any presentment, demand, protest, notice of the following occurs protest and is not remedied (i) nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller’s right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall be false reasonably deem satisfactory, any or misleading all rights, titles and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this AgreementPledge Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if the Company becomes insolvent as defined an Event of Default specified in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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; (eSections 9.1(e) the Company is in default on indebtedness to another person, the 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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived by waived, notwithstanding anything contained herein to the Company)contrary.

Default Remedies. A “Default” shall exist if any In the event of the following occurs and is not remedied (i) in the case of events described in clause (a) belowthe application for the appointment of a receiver or custodian for Borrower or the property of Borrower, 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 the entry of an order for relief or elsewhere in this Agreement, within 30 days after notice from the Lender to filing of a petition by or against Borrower under the Company thereof: (a) failure provisions of the Company punctually to make any payment of any amount payable under the NoteBankrupcty Code (as defined below), 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 assignment for the benefit of creditors; creditors by or if against Borrower, or (d) Borrower’s insolvency (which term is defined for purposes of this paragraph as the failure or inability of Borrower to meet its obligations as the same fall due) (collectively, an “Insolvency Event”), then and in any action is brought by the Company seeking dissolution such event: (i) All of the Company Senior Debt shall first be paid in full before any payment or liquidation distribution of its assets any character, whether in cash, securities, obligations or seeking other property, shall be made in respect of the appointment December Subordinated Debt and the September Subordinated Debt, and then all of a trusteethe December Subordinated Debt shall first be paid in full before any payment or distribution of any character, interim trusteewhether in cash, receiversecurities, obligations or other property, shall be made in respect of the September Subordinated Debt; (ii) Any payment or distribution of any character, which would otherwise (but for the terms hereof) be payable or deliverable in respect of the December Subordinated Debt or September Subordinated Debt (including any payment or distribution of any other indebtedness of Borrower being subordinated thereto), shall be paid or delivered directly to Senior Lenders, or other custodian for their representatives, until the payment in full of the Senior Debt, and then to the December Investors, or their representatives, until the payment in full of the December Subordinated Debt, and Collateral Agent, December Investors and September Investors irrevocably authorize, empower and direct all receivers, custodians, trustees, liquidators, conservators and others having authority in the property and premises of Collateral Agent, December Investors and September Investors to effect all such payments and deliveries; and (iii) Notwithstanding any of its property; or if statute, including, without limitation, the Company commences a voluntary case under United States Bankruptcy Code (the Federal “Bankruptcy Code; ”), any rule of law or if any reorganization or arrangement proceeding is instituted by bankruptcy procedures to the Company for contrary, (A) the settlement, readjustment, composition or extension right of Senior Lenders hereunder to have all of the Senior Debt paid and satisfied in full prior to the payment of any of its debts upon the December Subordinated Debt and the September Subordinated Debt shall include, without limitation, the right of Senior Lenders to be paid in full all interest accruing on the Senior Debt due to the Senior Lenders after the filing of any terms; petition by or if against Borrower in connection with any action bankruptcy or petition is otherwise brought by similar proceeding or any other proceeding referred to in this paragraph, hereof, prior to the Company seeking similar relief payment of any amounts in respect to the December Subordinated Debt or alleging that it is insolvent the September Subordinated Debt, including, without limitation, any interest due to the December Investors or unable to pay its debts as they mature; September Investors accruing after such date, and (eB) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration right of the maturity of such indebtedness would December Investors hereunder to have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets December Subordinated Debt paid and satisfied in full prior to the payment of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by September Subordinated Debt shall include, without limitation, the Company under right of the Note December Investors to be paid in full all interest accruing on the December Subordinated Debt due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest to the December Investors after the filing of any kind (all petition by or against Borrower in connection with any bankruptcy or similar proceeding or any other proceeding referred to in this paragraph, hereof, prior to the payment of which are expressly waived by any amounts in respect to the Company)September Subordinated Debt, including, without limitation, any interest due to the September Investors accruing after such date.

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) 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 If LESSEE fails to make any payment of any amount payable due under the Noteterms of this Lease for a period of ten (10) days from the date thereof; (ii) if LESSEE breaches or fails to perform or observe any covenant, whether at maturitycondition, or at agreement contained in this Lease, and such breach or failure continues for twenty (20) days after written notice thereof is sent to LESSEE; (iii) if LESSEE attempts to or does remove from its premises the Equipment (except a date fixed for any prepayment or partial prepaymentrelocation with LESSOR's consent as provided in Section 6 hereof), sell, transfer, encumber, part with possession of, or by accelerationsublets any item of the Equipment, or otherwiseassigns its interest under this Lease in violation of Section 16 hereof; (biv) if any statementitem of Equipment is attached, representationliened, mortgaged, levied upon, encumbered, pledged or seized under any judicial process (excluding encumbrance created by the LESSOR); (v) if any representation or warranty of the Company made by LESSEE in this Agreement lease or any other document now or hereafter executed in connection with this Lease or the Equipment shall be false incorrect or misleading in any material respect as of the date when made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (dvi) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code LESSEE or any guarantor of this Lease (hereafter, a "Guarantor") makes an assignment for the benefit of creditors, or a petition for relief under any bankruptcy or insolvency law is filed by or against LESSEE or any Guarantor, or if a receiver /s/ EL or trustee shall be appointed for LESSEE or any GUARANTOR or any of their assets or property; (vii) if any financial information given by LESSEE or any Guarantor in connection with Lease is incorrect or misleading in any material respect when given; (viii) if LESSEE or any Guarantor makes a bulk sale of its assets, or a change in the majority ownership interest of LESSEE or any Guarantor shall occur; (ix) if LESSEE or GUARANTOR ceases to operate as a going concern; or (x) if any action is brought event of default shall occur under the security agreement of even date herewith granted by LESSEE to LESSOR or any other security document securing repayment of this Lease or any guaranty hereof, and shall not be cured within the Company seeking dissolution applicable grace period, if any, the LESSOR shall have the right to exercise anyone or more of the Company following cumulative remedies: a. without notice or liquidation demand, the entire amount of its assets the Monthly Rental Payments remaining to be paid over the remaining balance of the Lease term (which amount shall be discounted to present value at the rate of two percent (2.00Ojo) per annum), shall become immediately due and payable together with all other amounts which have accrued hereunder; b. proceed to appropriate court action or seeking actions at law or in equity or in bankruptcy to enforce performance by LESSEE of the appointment covenants and terms 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 this lease and/or to recover damages for the settlement, readjustment, composition or extension breach thereof; c. cancel this Lease upon written notice to LESSEE (which cancellation shall not relieve LESSEE of any of its debts obligations hereunder); d. direct LESSEE to immediately surrender and return the Equipment to LESSOR pursuant to the provisions of Section 14 and as otherwise provided herein; e. whether or not this lease be so cancelled, 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 terms; premises under the control or if jurisdiction of LESSEE or any agent of LESSEE without liability for suit, action or petition proceeding by LESSEE (any damages occasioned by such repossession being hereby expressly waived by LESSEE) and remove the Equipment therefrom; f. whether or not LESSEE obtains possession of the Equipment, LESSOR may sell or re-lease the Equipment on such terms acceptable to LESSOR, and all net sale or re-lease proceeds received by LESSOR (after deducting all costs and expenses incurred by LESSOR in connection with such sale or re-lease) will be credited to the LESSEE's obligations hereunder. LESSEE will remain liable for any deficiency remaining after any such sale or re-lease, or any other disposition; If the Equipment is otherwise brought re-leased, LESSEE will only be credited with the net cash proceeds received by LESSOR after a successful discounting by a third party lender of the Company seeking similar relief or alleging remaining rents payable under the re-lease of the Equipment for the period commencing on the commencement date of the re-lease and ending on the scheduled expiration date of the Lease Term; g. recover from LESSEE, and LESSEE agrees that it is insolvent shall pay, all expenses, including; but not limited to, attorneys' fees, court costs, storage costs, rental charges, transportation costs, and similar charges paid or unable incurred in enforcing, or in attempting to pay its debts as they mature; (e) the Company is in default on indebtedness to another personenforce, the amount of such indebtedness exceeds $250,000 and the acceleration any of the maturity LESSOR's or ASSIGNEE's rights hereunder or under any other agreement with the LESSOR or ASSIGNEE, or in connection with the Equipment, promptly on demand of such indebtedness would have a material adverse effect upon LESSOR or ASSIGNEE; or h. at LESSOR's sole option, LESSOR may perform for LESSEE and LESSEE will be responsible for cost of performance plus interest thereon at the Company; Default Rate. Notwithstanding the fact that any or (f) a sale of all or substantially all of the assets Equipment is returned to or repossessed by LESSOR, LESSEE shall remain liable for the entire amount of unpaid Monthly Rental Payments for the balance of the Company unless waived lease Term, plus all other sums or charges that shall accrue prior to the date LESSEE pays LESSOR the entire amount of unpaid Monthly Rental Payments for the balance of the Lease Term, together with all costs and expenses incurred by LESSOR as set forth herein, including its reasonable attorney's fees. If LESSEE fails to return any Equipment to LESSOR as provided for herein, or LESSOR is unable for any reason to effect repossession of any Equipment in writing by the Lender. Upon the occurrence of a Defaultreturned condition as provided for herein, the Lender shall be entitled to declare or LESSOR in its sole discretion does not repossess any of the amounts owed by the Company under the Note due and payableEquipment, whereupon they immediately will become due and payable without presentmentthen, demandwith respect to such Equipment, notice or protest of any kind (LESSEE shall be liable for, in addition to all of the amounts described in the preceding paragraph and those otherwise provided for in this Lease, LESSOR's estimated residual value of the Equipment at the time this Lease was entered into. . To the extent permitted by applicable law, LESSEE hereby waives any rights now or hereafter conferred by statute or otherwise which are expressly waived by may require LESSOR to sell, lease or otherwise use the Company).Equipment in mitigation of LESSOR's damages, as set forth in this Section or which may otherwise limit or modify any of LESSOR's rights or remedies under this Section. /s/ EL

Default Remedies. A “Default” (a) In the event a Default shall exist if any of or occur the following occurs and is not remedied Company may: (i) terminate its obligations under this Agreement and cease to make any further advances under Section 1.1, and shall have the right to declare the Note due and payable in full, without demand, presentment, or notice of any kind; (ii) in its sole and absolute discretion, exercise any one or more of the rights and remedies accruing to a secured party under the Uniform Commercial Code with respect to the Collateral and any other applicable law upon default by a debtor; (iii) exercise its rights under the Pledge Agreement and/or the other Security Instruments; provided, however, that in the case of events any event or condition described in clause (aSection 8.1(h) belowwith respect to DEVELOPER or any Subsidiary, 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 Company's obligations 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 automatically terminate forthwith 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company DEVELOPER hereunder and under the Note due and payable, whereupon they shall automatically become immediately will become due and payable without presentmentnotice, demand, presentment, protest, diligence, notice of dishonor, or protest of any kind (other formality, all of which are hereby expressly waived waived. (b) In connection with the exercise of the Company's rights and remedies provided in Section 8.2(a)(ii), DEVELOPER hereby agrees to assemble the Collateral and make it available to the Company at a place to be designated by the Company which is reasonably convenient to both parties, authorizes the Company to take possession of the Collateral with or without demand and with or without process of law and to sell and dispose of the same at public or private sale and to apply the proceeds of such sale to the costs and expenses thereof (including reasonable attorneys' fees and disbursements incurred by the Company).) and then to the payment and satisfaction of the Loan. Any requirement of reasonable notice shall be met if the Company sends such notice to DEVELOPER, by registered or certified mail, at least five days prior to the date of sale, disposition, or other event giving rise to a required notice. The Company may be the purchaser at any such sale. DEVELOPER expressly authorizes such sale or sales of the Collateral in advance of and to the

Default Remedies. A “Default” In the event that Buyer shall exist if breach this Agreements by failure to pay the sums required herein, and Seller shall not have breached any of its representations, warranties, covenants or obligations, the following occurs and is not remedied (i) in Seller, upon 5 days written notice to Buyer, shall have the case of events described in clause (a) below, within 15 days after notice from the Lender right to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in terminate this Agreement, within 30 days after notice from seek specific enforcement, damages or such other relief as it may elect, including to declare the Lender to the Company thereof: (a) failure entire unpaid balance immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the Company punctually above, and shall have the right and option to make bring any payment action at law or equity to enforce the terms of any amount payable under this Agreement, and seek restitution or damages, if said sum is not paid within five (5) days of Buyer's receipt of a notice to that effect sent by Seller. In 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 event that either party shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully otherwise substantially fail to comply with any the terms, conditions, warranties, or representations of its covenants in this Agreement; (d) if , excluding the Company becomes insolvent timely payment of sums as defined referred to in the Georgia Uniform Commercial Code paragraph immediately above, and said failure to comply is not cured within thirty (30) days of written notice by one party to the other setting forth said failure to comply, or makes if either party shall be adjudicated bankrupt or if any proceeding against either seeking any reorganization, arrangement, liquidation, dissolution, or other similar relief under the present or any future federal bankruptcy code shall remain undismissed or unstayed for an assignment for aggregate of sixty (60) days after the benefit of creditorscommencement thereof; or if any action is brought Trustee receiver or liquidator of either party shall be appointed without consent or acquiescence of that party, or such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days, then in such event, a default may be declared by the Company seeking dissolution of party not in breach etc., in written notice to the Company or liquidation of its assets or seeking the appointment of a trusteeother, 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of non-breaching party may declare 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note entire unpaid balance due hereunder immediately due and payable, whereupon they immediately will become due retake possession of all property transferred by this Agreement, or any one or more of the above, and payable without presentmentshall have the right and option to bring an action at law or equity to enforce the terms of this Agreement, demandand seek restitution, notice or protest of any kind (all of which are expressly waived by the Company)damages and specific performance.

Default Remedies. A “Default” (a) Upon the occurrence of any one or more of the following events (each, an "EVENT OF DEFAULT"), any obligation of Inmark to make a Loan shall exist be terminated and Inmark may, by written notice to Borrower, declare the Obligations, including all principal, interest and any other amounts owing hereunder, to be forthwith due and payable, whereupon such amounts, subject to the Guarantors' cure rights set forth in Section 9 of each Guarantor's Guaranty, shall become forthwith due and payable together with all other amounts payable by Borrower under this Note and the other Ancillary Agreements, without presentment, demand, protest or any other notice of any kind, all of which, except as otherwise provided herein or in any other Ancillary Agreement, are expressly waived; provided, however, if any of the following occurs events set forth in clause (ii) below shall occur, then without any notice to Borrower or any Guarantor or any other act by Inmark, such amounts shall become forthwith due and is not remedied payable, all without presentment, demand, protest or notice of any kind or the right to cure, all of which are expressly waived: (i) any representation or warranty made by Borrower in connection with this Note or any other Ancillary Agreement to which Borrower is a party shall prove to be incorrect when made and such incorrectness could reasonably be expected to have a material adverse effect on the case benefits, interest, rights or remedies of events described in clause (a) below, within 15 days after notice from Inmark under any Ancillary Agreement and on Borrower's ability to pay or perform the Lender to the Company thereof, and Obligations; or (ii) in the case of events described in clauses Borrower (b1) 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 maturityshall not, or at a date fixed for any prepayment or partial prepaymentbe unable to, or by accelerationshall admit in writing its inability to, pay its debts as such debts become due, or otherwise; (b2) 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 make an assignment for the benefit of creditors; creditors or if petition or apply to any action is brought by tribunal for the Company seeking dissolution appointment of a custodian, receiver, trustee or the Company or liquidation like for a substantial part of its assets or seeking properties, domestic or foreign, or (3) shall voluntarily commence any proceeding, or shall acquiesce to or fail to have dismissed within forty-five (45) days any petition filed against it in any involuntary case, under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether foreign or domestic and whether now or hereinafter in effect, or (4) shall suffer any custodianship, receivership, trusteeship, seizure, forfeiture or divestiture of all or a substantial part of its assets, or (5) shall suspend, dissolve, liquidate or otherwise discontinue its usual business, or (6) shall permit or suffer to exist an order of attachment or comparable arrangement in respect of all or a substantial portion of its assets, or (7) shall take any step, measure or action whatsoever for the appointment purpose of effecting or facilitating any of the foregoing in any way; or (iii) the Borrower shall fail to perform or observe in any material respect any term, covenant or agreement contained in this Note or any other Ancillary Agreement to which Borrower is a party on (other than the Loan Event of Default described in Section 9(b)(i) hereof) its part to be performed or observed, in each case which is not cured within any applicable cure period, following the earlier to occur of (i) the Borrower obtaining actual knowledge of such failure or (ii) the Borrower receiving notice from Inmark of such failure; or (iv) one or more final, unappealable judgments, decrees or arbitration awards shall be entered against Borrower involving an aggregate liability (to the extent not covered by independent third-party insurance) of $250,000 or more and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of 30 days after the entry thereof; or (v) the Borrower shall fail to pay or discharge when due all taxes, assessments and governmental charges or levies imposed upon it unless same are not delinquent; or (vi) any Collateral (other than Guarantor Collateral) is subjected to levy of execution, attachment, distraint or other judicial process, or any Collateral (other than Guarantor Collateral) is the subject of a trusteeclaim (other than by Inmark and Foothill) of a lien, interim trustee, receiver, security interest or other custodian right or interest in or to any of the Collateral (other than Guarantor Collateral) which is not released or discharged within thirty (30) days; or (vii) the security interests Inmark has been granted in the Collateral (other than Guarantor Collateral) by the Borrower or any Guarantor for any reason ceases to be or is not a valid and perfected lien having a first priority interest subject only to the liens of Foothill provided that no later than three (3) days following the date of this Note, Borrower shall deliver to Inmark an intercreditor agreement in form and substance reasonably satisfactory to Inmark executed by Foothill pursuant to which Foothill subordinates its propertyliens in the Collateral to the Liens in favor of Inmark and its assignees; or (viii) the termination of the Deposit Account. Notwithstanding any provision in this Note or if in any other Ancillary Agreement, to the Company commences a voluntary case under contrary, upon any Event of Default, Inmark shall not pursue its rights and remedies against the Federal Bankruptcy Code; Guarantors pursuant to the Guaranties or if any reorganization or arrangement proceeding is instituted by the Company for Guarantor Pledge Agreements unless Inmark pursues and exercises such rights and remedies Pro Rata with respect to all Guarantors. (b) Upon the settlement, readjustment, composition or extension occurrence of any one or more of its debts upon the following events (each, an "LOAN EVENT OF DEFAULT"), Inmark may, by written notice to Borrower, declare the Obligations related to the Loan to which such Loan Event of Default relates, including all principal, interest and any terms; other amounts owing with respect to such Loan, to be forthwith due and payable, whereupon such amounts, subject to the Guarantors' rights of cure set forth in Section 9 of each Guarantor's Guaranty, shall become forthwith due and payable, without presentment, demand, protest or if any action other notice of any kind, all of which are expressly waived: (i) Borrower (A) shall fail to make any payment (other than any such amount comprising costs, expenses or petition is otherwise brought by indemnified amounts to be paid pursuant to Section 7 hereof) under a Loan within two business days after the Company seeking similar relief same becomes due or alleging that it is insolvent or unable (B) shall fail to pay its debts as they maturecosts, expenses or indemnified amounts requested to be paid pursuant to Section 7 hereof within ten business days after the same becomes due and payable; or (eii) the Company is any representation or warranty made by any Guarantor in default on indebtedness connection with a Guaranty or any other Ancillary Agreement shall prove to another person, the amount of be incorrect when made and such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would incorrectness could reasonably be expected to have a material adverse effect upon on the Companybenefits, interest, rights or remedies of Inmark under any Ancillary Agreement; or (iii) (A) any termination or lapse of any Guaranty or any other Ancillary Agreement executed and delivered to Inmark by any Guarantor in connection with a Loan or such Guaranty or other Ancillary Agreement is no longer in full force and effect for any reason, or (fB) any Guarantor challenges the validity of or its liability under any Guaranty or any other Ancillary Agreement, or (C) a sale Guarantor shall fail to perform or observe in any material respect any term, covenant, or agreement contained in a Guaranty or any other Ancillary Agreement on its part to be performed or observed, in each case which is not cured within any applicable cure period; or (iv) any Guarantor (1) shall not, or be unable to, or shall admit in writing such Guarantor's inability to, pay its debts as such debts become due, or (2) shall make an assignment for the benefit of creditors or petition or apply to any tribunal for the appointment of a custodian, receiver, trustee or the like for a substantial part of such Guarantor's assets or properties, domestic or foreign, or (3) shall voluntarily commence any proceeding, or shall acquiesce to or fail to have dismissed within forty-five (45) days any petition filed against such Guarantor in any involuntary case, under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether foreign or domestic and whether now or hereinafter in effect, or (4) shall suffer any custodianship, receivership, trusteeship, seizure, forfeiture or divestiture of all or substantially a substantial part of such Guarantor's assets, or (5) shall permit or suffer to exist an order of attachment or comparable arrangement in respect of all or a substantial portion of such Guarantor's assets, or (6) shall take any step, measure or action whatsoever for the assets purpose of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare effecting or facilitating any of the amounts owed foregoing in any way; or (v) Guarantor Collateral is subjected to levy of execution, attachment, distraint or other judicial process, or Guarantor Collateral is the subject of a claim (other than by Inmark) of a lien, security interest or other right or interest in or to the Company under Guarantor Collateral; or (vi) any letter of credit consisting of Guarantor Collateral shall expire fewer than forty-five (45) days after the Note due and payableMaturity Date. Notwithstanding any provision in this Note, whereupon they immediately will become due and payable without presentmentin any Guaranty or in any other Ancillary Agreement, demandto the contrary, notice upon any Loan Event of Default, Inmark shall only have rights or protest of any kind (all of which are expressly waived by remedies with respect to the Company)affected Loan.

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 If you (a) below, breach this Agreement and such fail to remedy such breach within 15 five (5) days after written notice from the Lender hereof to the Company thereofLessee by EON, 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 you become insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; creditors or if any action is brought by the Company seeking dissolution of the Company applies for or liquidation of its assets or seeking consents to the appointment of a receiver, trustee, interim trusteeor liquidator (including, receiverwithout limitation, a petition for reorganization, arrangement, or extension) or under any other custodian insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by applicable law, you will have the right to exercise any one or more of the following remedies: (i) declare the entire amount of Rental Charges immediately due and payable as to any or all items of the Equipment, without further notice or demand to you; (ii) sue for and recover all Rental Charges, then accrued or thereafter accruing, with respect to any or all items of the Equipment; (iii) take possession of any or all items of the Equipment without further demand, notice, or legal process, wherever they may be located; (iv) terminate this Agreement as to any or all items of Equipment; and (v) pursue any other remedy at law or in equity. You hereby waive any and all damages occasioned by EON’s taking of possession of Equipment as provided herein, and any said taking of possession will not constitute a termination of this Agreement as to any or all items of Equipment unless EON expressly so notifies you in writing. Notwithstanding such repossession or any other action that EON may take, you shall be and remain liable for the full performance of all of your obligations as provided herein. You will pay to EON all costs and expenses, including attorneys’ fees, incurred by us in exercising any of its property; rights or if the Company commences a voluntary case under the Federal Bankruptcy Code; remedies hereunder 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare enforcing any of the amounts owed by the Company under the Note due and payableterms, whereupon they immediately will become due and payable without presentmentconditions, demand, notice or protest provisions of any kind (all of which are expressly waived by the Company)this Agreement.

Default Remedies. A “Default” 20.1. It shall exist if any be an event of the following occurs and is not remedied (i) in the case of events described in clause default under this Lease: (a) belowIf Tenant does not pay in full any and all installments of Basic Rent or Additional Rent or any other charges or payments whether or not herein defined as Rent, within 15 seven (7) days after notice from that the Lender same is due, provided, however that Tenant shall not be entitled to the Company thereof, and any such notice or grace period more than twice in any twelve (ii12) in the case of events described in clauses month period; or (b) through If Tenant violates or fails to perform or otherwise breaches any agreement, term, covenant or condition herein contained (hother than requiring the payment of money) below or elsewhere in this Agreement, within 30 and such failure continues for more than thirty (30) days after written notice from thereof to Tenant unless the Lender failure is of such a nature as to reasonably require more than thirty (30) days to correct or cure, in which case, provided that Tenant using its best efforts, has commenced to cure the Company thereof: default within such thirty (a30) failure of day period and thereafter continues to use Tenant's best efforts to cure the Company punctually to make any payment of any amount payable under default, 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 period shall be false extended for a reasonable period of time, not to exceed ninety (90) days after Landlord's notice under this Section 20.1(b), for Tenant, using its best efforts, to cure the default provided, however that Tenant shall not be entitled to any such notice or misleading grace period more than twice in any material respect as of the date madetwelve (12) month period; or (c) failure If Tenant voluntarily abandons the Premises for a period greater than ninety (90) days or removes or attempts to remove Tenant's goods or property therefrom other than in the ordinary course of the Company punctually and fully to comply with any of its covenants in this Agreementbusiness; or (d) if If Guarantor violates or fails to perform or otherwise breaches any agreement, term, covenant or condition contained in the Company Guaranty; or (e) If Tenant or Guarantor becomes insolvent as defined or bankrupt in the Georgia Uniform Commercial Code any sense or makes an assignment for the benefit of creditors or offers a composition or settlement to creditors; , or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any action federal or state law is brought filed by the Company seeking dissolution of the Company or liquidation of its assets against Tenant or seeking Guarantor, or a xxxx in equity or other proceeding for the appointment of a receiver, trustee, interim trusteeliquidator, receivercustodian, conservator or other custodian similar official for any of its property; Tenant's or Guarantor's assets is commenced, or if a significant portion of the Company commences a voluntary case real or personal property of Tenant or Guarantor shall be levied upon by any sheriff, marshal or constable; provided, however, that any proceeding brought by anyone other than the parties to this Lease under the Federal Bankruptcy Code; or if any bankruptcy, reorganization or arrangement proceeding is instituted by the Company for the settlementarrangement, insolvency, readjustment, composition receivership or extension similar law shall not constitute an event of any default until such proceeding, decree judgment or order has continued unstayed for more than ninety (90) consecutive days. 20.2. Anything to the contrary contained in this Lease notwithstanding, it shall not be a default under this Lease for Tenant to remove from all or a portion 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; (e) the Company is in default on indebtedness Premises to another person, the amount location operated by Tenant (or any affiliate of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; Tenant) any or (f) a sale of all or substantially all of the assets equipment, trade fixtures, inventory and alterations owned by it, in connection with a transfer, closure, relocation or modification of any portion of its operations, provided that, prior to such removal, Tenant provides reasonably adequate assurance to Landlord that it intends to promptly reestablish significant business operations at the Premises and, within 90 days of the Company unless waived in writing by completion of any such removal, actually reestablishes significant business operations at the LenderPremises. 20.3. Upon the occurrence of an event of default, Landlord shall have the following remedies and rights: (a) To terminate this Lease by giving written notice thereof to Tenant, and upon the giving of such notice the Term, and all rights of Tenant hereunder shall terminate, without affecting Tenant's liability for all sums due under this Lease; (b) To reenter the Premises, together with all additions, alterations and improvements, and, at the option of Landlord, remove all persons and all or any property therefrom, without being liable for prosecution or damages therefor, and repossess and enjoy the Premises; (c) At any time after repossession of the Premises, whether or not the Lease shall have been terminated by Landlord, Landlord may make such reasonable alterations and repairs as may be necessary in order to relet the Premises and relet the Premises or any part or parts thereof, either in Landlord's name or otherwise, for a Defaultterm or terms which may, at Landlord's option, be less than or exceed the Lender period which would otherwise have constituted the balance of the Term of this Lease and at such rent or rents and upon such other terms and conditions as Landlord may decide. If the rentals received from such reletting during any month after deducting all costs incurred by Landlord in exercising its rights hereunder shall be less than that to be paid during that month by Tenant, Tenant shall pay any such deficiency to Landlord, provided such reletting is a bona fide arms length transaction. Such deficiency shall be calculated and paid monthly. (d) To declare due and payable all unpaid Basic Rent for the unexpired period of the Term (and also all Additional Rent, as reasonably estimated by Landlord,) as if by the terms of this Lease the same were due and payable in advance, all discounted to present worth using a rate equal to the annual rate for United States obligations of equal duration to the period remaining in the term of the Lease, and upon payment of the same, Tenant shall be entitled to declare any continue in possession pursuant to the terms of this Lease; (e) In the event of the amounts owed termination of this Lease, or repossession of the Premises, Landlord shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant's obligations hereunder in existence at the time of such termination, damages for Tenant's default in an amount equal to the amount of Basic Rent reserved for the balance of the Term of this Lease (plus Landlord's reasonable estimate of Additional Rent as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant), all discounted to present worth using a rate equal to the Company under annual rate for United States obligations of equal duration to the Note due and payableperiod remaining in the term of the Lease, whereupon they less the fair rental value of the Premises for the remainder of the Term, also discounted to present value at such rate, all of which shall be immediately will become due and payable without presentmentfrom Tenant to Landlord; and (f) TENANT, demandIN CONSIDERATION OF THE EXECUTION OF THIS LEASE BY LANDLORD AND FOR THE COVENANTS AND AGREEMENTS ON THE PART OF LANDLORD HEREIN CONTAINED, notice AND FULLY COMPREHENDING THE RELINQUISHMENT OF CERTAIN RIGHTS INCLUDING RIGHTS OF PREJUDGMENT NOTICE AND HEARING AND OF POST-JUDGMENT/PRE-EXECUTION NOTICE AND HEARING, AND AFTER DEFAULT BY TENANT UNDER THIS LEASE AND TEN (10) DAYS' PRIOR NOTICE FROM LANDLORD OF LANDLORD'S INTENT TO CONFESS JUDGMENT IN EJECTMENT (IN ADDITION TO ANY OTHER NOTICE REQUIRED, IF ANY, UNDER SECTION 20.1(a) OR 20.1(b) OF THIS LEASE, HEREBY EXPRESSLY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO ACCEPT SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT IN ANY AND ALL ACTIONS BROUGHT HEREUNDER BY LANDLORD AGAINST TENANT TO RECOVER POSSESSION FROM TIME TO TIME OF THE PREMISES (AND TENANT AGREES THAT UPON THE ENTRY OF EACH JUDGMENT FOR SUCH POSSESSION A WRIT OF POSSESSION OR OTHER APPROPRIATE PROCESS MAY ISSUE FORTHWITH). THE RIGHT TO CONFESS JUDGMENT IN EJECTMENT SHALL NOT BE EXHAUSTED BY THE SINGLE OR MULTIPLE USE THEREOF. TENANT CONFIRMS THAT THIS IS A COMMERCIAL LEASE, THAT TENANT WAS REPRESENTED BY COUNSEL IN TENANT'S NEGOTIATION AND EXECUTION OF THIS LEASE, AND THAT TENANT KNOWINGLY, WILLINGLY, FREELY AND VOLUNTARILY EXECUTED THIS LEASE WITH THIS SECTION 20.3.(F) AS A PART THEREOF. 20.4. Any payment of Basic Rent, Additional Rent, or protest any other charge under this Lease (including amounts due by acceleration) which is not paid within ten (10) days after the same is due, shall bear interest from the date due until the date paid by Tenant. In addition, Tenant shall pay to Landlord an administrative charge of three percent (3%) of any kind amount owed to Landlord pursuant to this Lease which is not paid within ten (10) days of the date which is set forth in this Lease if a date is specified as the due date for such payment, or, if a date is not specified, within ten (10) days of the mailing of a xxxx therefor by Landlord. The three percent (3%) administrative charge paid by Tenant shall be applied against the amount of interest which accrues on any delinquent installment, so that once Tenant has paid the administrative charge, no further interest shall accrue on any delinquent installment until the amount of interest due exceeds the amount of the administrative charge. If Landlord incurs a penalty in connection with any payment which Tenant has failed to make within the times required in this Lease, Tenant shall pay Landlord, in addition to such sums, the full amount of such penalty incurred by Landlord. 20.5. No waiver by either Landlord or Tenant of any breach by the other of any obligations, agreements or covenants herein shall be a waiver of any subsequent breach or of any obligation, agreement or covenant, nor shall any forbearance by either Landlord or Tenant to seek a remedy for any breach by the other be a waiver of any rights and remedies with respect to such or any subsequent breach. 20.6. No right or remedy herein conferred upon or reserved to Landlord or Tenant is intended to be exclusive of any other right or remedy provided herein or by law, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute. 20.7. In addition to, and in no way limiting the other remedies set forth herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a voluntary or involuntary bankruptcy, reorganization, composition, or other similar type proceeding under the federal bankruptcy laws, as now enacted or hereinafter amended, then: (a) Adequate assurance of future performance" by Tenant and/or any assignee of Tenant pursuant to Bankruptcy Code Section 365 will include (but not be limited to) payment of an additional/new security deposit in the amount of two (2) months the then-current Base Rent payable hereunder. (b) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations of Tenant arising under this Lease on and after the effective date of such assignment. Any such assignee shall, upon demand by landlord, execute and deliver to landlord an instrument confirming such assumption of liability. (c) Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as "Rent", shall constitute "rent" for the purposes of Section 502(b)(6) of the Bankruptcy Code. (d) If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered to Landlord or Agent (including Basic Rent, Additional Rent and other amounts hereunder), shall be the remain the exclusive property of Landlord and shall not constitute property of Tenant or of the bankruptcy estate of Tenant. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to landlord or Agent shall be held in trust by Tenant or Tenant's bankruptcy estate for the benefit of Landlord and shall be promptly paid to or turned over the Landlord. 20.8. If Landlord shall be in default in the performance of any of its obligations under this Lease for thirty (30) consecutive days after written notice from Tenant (unless such default is not susceptible of cure within thirty (30) days in which are expressly waived event Landlord shall failed to commence curing such default within such thirty (30) day period and to diligently prosecute such cure to completion), then Tenant shall notify Landlord in writing if Tenant intends to cure such default on behalf of Landlord. If, ten (10) days following such second notice Landlord has failed to commence curing such default, Tenant shall have the right to cure the default on behalf of Landlord. Landlord shall reimburse Tenant for all reasonable out-of-pocket costs incurred by Tenant in curing such default within ten (10) days after Landlord receives a xxxx therefor (which xxxx shall set forth in reasonable detail the Companycosts for which compensation is claimed). Notwithstanding the foregoing, Tenant shall not have any right in exercising its remedies under the preceding sentence to make any repairs or modifications to areas outside the Premises, except those solely serving the Premises. 20.9. Notwithstanding anything to the contrary contained in Section 20.8, in the event that Landlord fails to promptly perform of any of its obligations under this Lease and, as a result of such failure, Tenant cannot reasonably conduct normal business activities under the circumstances, Tenant shall have the right, following notice to Landlord (which, for purposes of this Section 20.8 only, may be by telephone only), to commence curing such failure on behalf of Landlord, and Landlord shall reimburse Tenant for all reasonable out-of-pocket costs incurred by Tenant in curing such default within twenty (20) days after Landlord receives a xxxx therefor (which xxxx shall set forth in reasonable detail the costs for which compensation is claimed).

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) 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 Revolving Note or the Term 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 or the Warrant 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 AgreementAgreement or the Warrant; (de) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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; (eg) the Company is in default on indebtedness to another person, the 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 (fh) more than 80% of the outstanding shares of Common Stock of the Company shall no longer be held by shareholders of the Company on the date of this Agreement or 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Revolving Note or the Term Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)) and to exercise any and all rights and remedies available to it with respect to the collateral for the Term Note as shall be provided in the security agreement or other document establishing the Lender's rights in such collateral, at law, in equity or otherwise until all indebtedness of the Company to Lender secured by such collateral is repaid.

Default Remedies. A (a) The following shall be deemed “Events of Default” shall exist if under the Lease: (i) Lessee fails to pay any installment of rent or other charge or amount due under the Lease when the same becomes due and payable and such failure continues for ten (10) days after its due date; or (ii) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (iiii) Any representation or warranty made by Lessee or Lessee’s guarantor in the case Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (iv) Lessee fails to observe or perform any of events described in clause the other obligations required to be observed by Lessee under the Lease and such failure continues uncured for thirty (a30) below, within 15 days after notice from the Lender to the Company its occurrence thereof, and ; or (iiv) in the case of events described in clauses (b) through (h) below Lessee 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 Lessee’s guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or shareholders shall take any action to effect its dissolution or liquidation; (vi) If within sixty (60) days after the commencement of any proceedings against Lessee or Lessee’s guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its respective assets and properties, such appointment shall not be vacated. (vii) Lessee or any guarantor of Lessee shall suffer a material adverse change in its financial condition after the date hereof as determined by Lessor in its reasonable discretion, or there shall occur a substantial change in ownership of the outstanding stock of the Lessee which results in a material adverse change in its financial condition. (viii) Lessee shall be in default of any other Schedule or agreement executed with Lessor or under any agreement with any other party that in Lessor’s sole opinion is a material agreement; or shall fail to sign and deliver to Lessor any document requested by Lessor in connection with this Master Agreement or shall fail to do anything determined by Lessor to be necessary or desirable to effectuate the transaction contemplated by this Master Agreement or to protect Lessor’s rights and interest in this Master Agreement and Equipment; or shall fail to provide financial statements to Lessor as provided for in Section 15 (b) hereof. (ix) Lessee breaches any license or other custodian agreement for software. (x) Failure of Lessee to promptly execute and deliver to Lessor any document required under Section 10 of this Master Agreement. (b) Lessee shall immediately notify Lessor of the occurrence of an Event of Default or any event that would become an Event of Default. Upon the happening of any Event of Default, Lessor may declare the Lessee to be in default. Upon a declaration of default, Lessor may immediately apply the Security Deposits (as defined and set forth in Section 18) to any one or more of the obligations of Lessee to Lessor, including unpaid rent, fees, costs, charges, expenses and/or the Stipulated Loss Value or as otherwise provided for in any Schedule to this Master Agreement. The application of the Security Deposits shall not be in lieu of, but shall be in addition to all other remedies available to Lessor under the Master Agreement and applicable law. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. The exercise of any of the foregoing remedies by Lessor shall not constitute a termination of the Lease unless Lessor so notifies Lessee in writing. After an Event of Default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied: (1) to all Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including actual attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. If Lessee breaches Section 19(l) of this Master Agreement with regard to Software (as hereinafter defined), Lessee shall be liable to Lessor for additional damages in an amount equal to the original purchase price paid by Lessor for the Software, and in addition, at Lessor’s option, Lessor shall be entitled to injunctive and other equitable relief. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. Upon the happening of an Event of Default by Lessee with regard to Software under Section 19(l) of this Lease, Lessor may elect any of the following remedies: (i) by notice to Lessee, declare any License agreement with respect to Software terminated, in which event the right and License of Lessee to use the Software shall immediately terminate and Lessee shall thereupon cease all use of the Software and return all copies thereof to Lessor or original Licensor; (ii) have access to and disable the Software by any means deemed necessary by Lessor, for which purposes Lessee hereby expressly consents to such access and disablement, promises to take no action that would prevent or interfere with Lessor’s ability to perform such access and disablement, and waives and releases any and all claims that it has or might otherwise have for any and all losses, damages, expenses, or other detriment that it might suffer as a result of such access and disablement. Lessee agrees that the detriment that Lessor will suffer as a result of a breach by Lessee of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, and therefore Lessor shall be entitled to injunctive and other equitable relief to enforce the provisions of this paragraph. LESSEE AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE LESSOR’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, OR TO DISPOSE OF THE SOFTWARE BY SALE, RE-LEASE OR OTHERWISE. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its property; or if the Company commences a voluntary case obligations under the Federal Bankruptcy Code; or if Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any reorganization or arrangement proceeding is instituted such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred 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; Lessor. (e) Upon an Event of Default as defined herein, which continues uncured for thirty (30) days after prior written notice is received from Lessor, (“Trigger Event”), Lessee hereby grants to Lessor a security interest in all currently existing and hereafter acquired or arising assets, property and proceeds thereof belonging to Lessee, including any and all goods, chattels, fixtures, equipment, assets, accounts receivable, contract rights, general intangibles and property of every kind wherever located in which Lessee has any interest and proceeds thereof (the Company is in default on indebtedness “Additional Collateral”), to another person, the amount of such indebtedness exceeds $250,000 secure prompt payment and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale performance of all or substantially all of its obligations under the assets of the Company unless waived in writing by the LenderMaster Agreement and Lease. Upon the occurrence of a DefaultTrigger Event, the Lender foregoing grant shall automatically be effective and Lessor shall have the right to file financing statements (e.g. UCC-1) under the applicable Uniform Commercial Code. Lessee hereby authorizes Lessor to make such filings immediately upon the occurrence of a Trigger Event and will, upon Lessor’s request, take such further actions and execute and deliver such other documents, at its expense, as Lessor may request to perfect and protect its security interest granted hereby. Lessee acknowledges and agrees that the foregoing grant of security interest is in addition to and shall in no way affect or alter any existing security interest(s) granted to Lessor under this Master Agreement. Lessor acknowledges and agrees that its security interest in the Additional Collateral is and shall be entitled subject to declare and subordinate in all respects to the security interest of Metro Bank, and Lessor shall not exercise any of the amounts owed by the Company its rights or remedies under the Note due and payable, whereupon they immediately will become due and payable Uniform Commercial Code or any applicable law with respect to the Additional Collateral without presentment, demand, notice or protest the prior written consent of any kind (all of which are expressly waived by the Company)Metro Bank.

Default Remedies. A If an Investor Member (a “Default” shall exist if Defaulting Member”) fails to make when due (the “Default Date”) any Capital Contribution to an applicable Series, as required pursuant to this Agreement, the Company or the applicable Series, in the discretion of the Board (with the Air T Director being excluded from any determination with respect to a default by the Air T Investor Member, and the MRC Director being excluded from any determination with respect to a default by an MRC Investor Member), may take any or all of the following occurs actions until the Defaulting Member has contributed amounts to the applicable Series equal to the Default Repayment Amount, which are in addition to and is not remedied in limitation of any other right or remedy that the Company or the applicable Series may have: (i) in The Company or the case of events described in clause (a) below, within 15 days after notice applicable Series may prohibit the Defaulting Member and any Affiliated entity that is a Member from the Lender to the Company thereof, and exercising any voting or consent rights under this Agreement; (ii) in The Company or the case applicable Series may borrow, on behalf of events described in clauses (b) through (h) below the Defaulting Member, the Default Repayment Amount from any non-Defaulting Member or elsewhere in this Agreement, within 30 days after notice from the Lender a third party and advance such Default Repayment Amount to the Defaulting Member (a “Default Advance”); (iii) The Company thereof: or the applicable Series may withhold distributions to the Defaulting Member and any other Affiliated entity that is a Member up to the Default Repayment Amount (a) failure which withheld amounts shall be applied toward the repayment of the Default Repayment Amount); (iv) The Company punctually or the applicable Series may suspend any rights of the Defaulting Member and any Affiliated entity that is a Member to make any payment Capital Contributions in respect 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 future Investment 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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; and/or (v) The Company or (f) a the applicable Series may cause the sale of all or substantially all any portion of the assets Defaulting Member’s Interest by offering such Interest to the Investor Members of the Company unless waived applicable Series (other than any Defaulting Member), pro rata in writing by accordance with their respective Unfunded Commitments at such time. The purchase price for that Interest will be the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any value of the amounts owed Defaulting Member’s Capital Account with respect to the applicable Series (which will not include unrealized appreciation, but will include unrealized depreciation in the Company’s or applicable Series’ assets), and on any other terms as the Board determines in its discretion. The proceeds of the sale will be applied first to the payment of the Capital Contributions that the Defaulting Member failed to make, and second to the payment of any costs and expenses incurred by the Company under or applicable Series as a result of the Note due and payableDefaulting Member’s default, whereupon they immediately will become due and with the remainder, if any, to be remitted to the Defaulting Member. Any such purchase price for the Defaulting Member’s Interest shall be paid by having the Defaulting Member’s Interest acquired by electing Investor Members in return for a non-interest bearing, non-recourse, ten (10) year promissory note payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by to the Company)Defaulting Member.

Default Remedies. A “Default” shall exist If the Lessee fails to pay any rent or other amount herein provided within five (5) days after it is due and payable, or if the Lessee fails to observe, keep or perform any other provision of the following occurs and Lease Contract, or if the Lessee ceases doing business as a going concern, or if a petition is not remedied (i) in filed by or against the case of events described in clause (a) 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 Lessee under the Note, whether at maturityBankruptcy and Insolvency Act (Canada) or any amendment thereto, or at if a date fixed receiver is appointed for any prepayment the Lessee or partial prepaymentits property, 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 Lessee becomes insolvent as defined in the Georgia Uniform Commercial Code or insolvent, makes an assignment for the benefit of 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 , offers 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; indebtedness or if any action the Lessee, without the Lessor`s prior written consent, attempts to remove, sell, transfer, encumber, sublet or petition part with the possession of said Equipment, or if the Lessor deems its Equipment to be in jeopardy, the Lessor may deem the lease to be in default. If the default is otherwise brought not remedied by the Company seeking similar relief Lessee within five (5) days of any written notice, then the Lessor or alleging that it is insolvent its agent shall have the right to exercise any one or unable more of the following remedies: (a) to pay its debts as they mature; (e) declare the Company is in default on indebtedness to another person, the entire 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note rent herein immediately due and payable, whereupon they immediately will without notice or demand to the Lessee, (b) to xxx for and recover from the Lessee an amount equal to the unpaid balance of the rent due and to become due during the term of this Lease Contract and payable (c) to enter upon Lessee`s premises, with or without presentmentnotice, demandcourt order or other process of law, notice or protest to take possession of any kind or all items of Equipment without demand or notice wherever same may be located. Upon retaking possession of any or all items of Equipment, the Lessor may at its option: (i) rent the repossessed Equipment, or any part thereof, to any third party on which terms and conditions as the Lessor may determine, or (ii) sell the Equipment, or any part thereof, to the highest bidder at a public auction or at a private sale. All net proceeds of the foregoing shall be applied against amounts owing pursuant to the terms of the Lease Contract after deducting all reasonable costs incurred in connection with such disposition. Lessee herby waives any and all damages occasioned by such taking of which are possession. Any said taking possession shall not constitute a termination of this Lease Contract and shall not relieve the Lessee of its original obligations herein unless the Lessor expressly waived so notifies the Lessee in writing. Should nay legal proceedings be instituted by the Company)Lessor any monies due and to become due herein or for the re-possession of the Equipment, the Lessee shall be liable for and pay for all reasonable attorney`s fees and costs incurred. Additionally, the Lessee shall pay to the Lessor as compensation for additional administrative and clerical work, an amount equal to 15% of the total amount payable hereunder. Interest on the total amount payable, at the rate of 18% per annum, will be calculated monthly from the date of default.

Default Remedies. A “Default” shall exist if any Each of the following occurs occurrences and conditions shall constitute an Event of Default: a. failure of Promissor to pay as and when due any money, whether principal, interest, or otherwise, under this Note, or the breach or default of any obligation to pay money under or secured by the Security Agreement; or b. failure of Promissor to perform any obligation other than an obligation to pay money, as and when performance of such obligation is not remedied due under this Note or Loan Documents which failure continues for thirty (i30) in the case of events described in clause (a) below, within 15 days after notice thereof from the Lender Promissee 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) Promissor; or c. 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 Promissor to comply with any of its covenants the terms, provisions, covenants, conditions or restrictions now or hereafter affecting the Collateral or any part thereof or contained in this Agreementany agreement related or pertaining to the Collateral, which failure continues for thirty (30) days after notice thereof from Promissee to Promissor; (d) if or d. Promissor's making or at any time having made any representation, warranty or disclosure to Promissee that is or was materially false or misleading on the Company becomes insolvent date as defined of which made, whether or not that representation or disclosure appears in the Georgia Uniform Commercial Code Loan Documents; or e. the sale, transfer, conveyance, or makes an assignment for the benefit lease of creditors; all or if any action is brought by the Company seeking dissolution portion of the Company Collateral 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 Promissor's rights therein, whether voluntarily, involuntarily, or otherwise, or Promissor's entering into an agreement to do any termsof the foregoing, in each case except as expressly permitted in the Security Agreement; or if At 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; (e) the Company is in default on indebtedness to another person, the 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 time following the occurrence of a any Event of Default, or following the Lender occurrence of any event as a consequence of which the obligations evidenced hereby may be accelerated, then at the election of Promissee and notwithstanding anything to the contrary herein or elsewhere, the entire amount of principal then outstanding under this Note and all interest, fees, charges, and other amounts owing and then unpaid hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become immediately due and payable, whereupon they immediately will become due and payable without presentmentPromissee may exercise any and all rights that it may have under the Loan Documents, demandat law, notice or protest of any kind (all of which are expressly waived by the Company)in equity, and otherwise.

Default Remedies. A “Default” shall exist if If any of the following occurs and is not remedied (iherein an "Event of Default") in the case of events described in clause shall occur: (a) below, within 15 days after notice from Borrower shall default in the Lender payment of Indebtedness to the Company thereofSecured Party or in making any other payment hereunder or under any Note when due, and such default shall continue for a period of thirty (ii30) in the case of events described in clauses days without its cure by Borrower, or (b) through Borrower shall default in the payment when due of any obligations of Borrower, whether or not to Secured Party, arising independently of this Security Agreement or any Note, and such default shall continue for a period of thirty (h30) below days without its cure by Borrower, or (c) Borrower shall default in the performance of any other covenant contained herein (including any Schedule hereto), any Certificate in respect hereof or elsewhere any Note or any other document entered into in connection with this Security Agreement and such default shall continue for thirty (30) days after written notice thereof to Borrower by Secured Party, or (d) Borrower shall breach any of its insurance obligations under paragraph 10 hereof, (e) any representation or warranty made by Borrower in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make Security Agreement or 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 other documents entered into in connection with this Security Agreement shall prove to be false or misleading incorrect in any material respect as of the date made; when any such representation or warranty was made or given, or (cf) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes Borrower shall become insolvent as defined in the Georgia Uniform Commercial Code or makes make an assignment for the benefit of creditors; , or (g) Borrower shall apply for or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking consent to the appointment of a trustee, interim trustee, receiver, trustee or other custodian liquidator for any a substantial part of its property; property or if such receiver, trustee or liquidator is appointed without the Company commences application or consent of Borrower, or (h) a voluntary case petition shall be filed by or against Borrower under the Federal Bankruptcy Code; bankruptcy laws (including, without limitation, a petition for reorganization, arrangement or if extension) or under any reorganization other insolvency law or arrangement proceeding is instituted by the Company law providing for the settlementrelief of debtors, readjustmentor (i) there is, composition without the prior consent of Secured Party, which will not be unreasonably withheld, a change in control (defined to be a change in the possession, directly or extension indirectly, of the power to direct or cause the direction of the management and policies of Borrower, whether through the ownership of voting securities, by contract or otherwise) that results in an adverse change in the Borrower's net worth as defined in Item (j) below, or (j) there is, based on the March 2, 1995 audited financial statements, a material adverse change (defined to be a decrease of at least one-third (1/3) of net worth, as determined in accordance with generally accepted accounting principles) in Borrower's financial condition; then, to the extent permitted by applicable law, Secured Party shall have the right to exercise any one or more of its debts upon the following remedies one or more times: A) declare this Security Agreement in default, such declaration being applicable to all Schedules hereunder except as specifically excepted by Secured Party; B) declare the entire amount of unpaid total Indebtedness immediately due and payable; C) declare due and payable in addition to any termsunpaid Indebtedness due on or before Secured Party declares this Security Agreement in default, as liquidated damages or loss of a bargain and not as a penalty, an amount calculated in accordance with the provisions of paragraph 9 as though the Collateral had suffered an Event of Loss, as of the date that Secured Party declares this Security Agreement in default; 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; (eD) the Company is in default on indebtedness to another person, declare due and payable the amount of such indebtedness exceeds $250,000 any indemnification hereunder if then determinable, with interest as provided herein; E) upon notice to any lessees or sublessees permitted pursuant to paragraph 6(a) to obtain and retain all rentals thereafter due, paid and/or payable; F) without demand or legal process enter into premises where the acceleration Collateral may be found and take possession of and remove the maturity same, whereupon all rights of such indebtedness would have a material adverse effect upon Borrower in the Company; Collateral shall terminate absolutely, and either (i) retain all prior payments of Indebtedness and sell the Collateral at public or (f) a private sale, with or without notice to Borrower, with or without having the Collateral at the sale, at which sale of Secured Party may purchase all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed Collateral, the proceeds of such sale, less expenses of retaking, storage, repairing and reselling, and reasonable attorneys' fees incurred by Secured Party, to be applied to the Company payment of the unpaid total Indebtedness, Borrower remaining liable for the balance of said unpaid total Indebtedness, and any surplus thereafter remaining to be for the account of Borrower (except as otherwise provided under applicable law) or (ii) retain the Note due Collateral and payableall prior payments of Indebtedness, whereupon they immediately will become due and payable without presentment, demand, notice or protest in satisfaction of any kind (all of which are expressly waived by the Company).remaining unpaid Indebtedness;

Default Remedies. A (a) As used herein, the term “Default” shall exist if means any of the following occurs and is not remedied events: (i) in the case of events described in clause (a) below, Borrower fails to pay any Installment or other amount due under a Note within 15 ten days after notice from the Lender to the Company thereof, and same shall have become due; (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 Borrower becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of its 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 (iii) a receiver, trustee, interim trustee, receiver, conservator or other custodian for any liquidator of its propertyBorrower of all or a substantial part of Borrower’s assets is appointed with or without the application or consent of Borrower; or if the Company commences (iv) 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 filed by the Company seeking or against Borrower under any bankruptcy, insolvency or similar relief or alleging that it is insolvent or unable to pay its debts as they maturelaw; (ev) the Company Borrower violates or fails to perform any provision of either this Agreement or any other loan, credit agreement, lease or any acquisition or purchase agreement with KEF or any other party; (vi) any warranty or representation made by Borrower herein proves to have been false or misleading when made; (vii) there is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon change in Borrower’s financial condition since the Companyfunding of any Note; (viii) Borrower merges or (f) a sale consolidates with any other corporation or entity, or sells, leases or disposes of all or substantially all of its assets without the assets prior written consent of the Company unless waived KEF; (ix) Borrower, if an individual, dies or, if not an individual, is dissolved; (x) a change in writing control occurs in Borrower; (xi) any filing by the Lender. Upon the occurrence Borrower of a Default, the Lender shall be entitled to declare termination statement for any financing statement filed by KEF while any obligations are owed by Borrower under a Note; and (xii) any of the amounts owed by the Company under the events listed in subsections (ii) through (x) above occurs with respect to any Guarantor. A Default with respect to any Note due shall, at KEF’s option, constitute a Default for all Notes and payable, whereupon they immediately will become due any other agreements between KEF and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Borrower.

Default Remedies. A “Default” shall exist if any Each of the following occurs and is not remedied (i) in the case events shall constitute an "Event of events described in clause Default" hereunder: (a) 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 shall fail to make any payment of any amount payable under principal or interest due hereunder (other than as a result of the Note, whether provisions of Section 3 or 4 above) and such failure shall have continued uncured for a period of at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwiseleast thirty (30) days; or (b) Company shall fail to perform any statement, representation, covenant or warranty of the Company made agreement provided for in this Agreement Note, and such failure shall be false or misleading in any material respect as continue uncured for a period of the date madeat least thirty (30) days following written notice from Maxtor; or (c) failure of Any Reorganization Proceeding (i) shall be commenced by Company, IMS or any Guarantor or (ii) shall be commenced against Company, IMS or any Guarantor and the Company punctually and fully to comply with any of its covenants in this Agreementsame shall not have been rescinded or stayed within ninety (90) days; or (d) Any default shall occur under (i) any agreement or instrument evidencing the Indebtedness under the Bank Credit Facility, if such default shall continue after any applicable grace period and if the Company becomes insolvent as defined in effect of such default is to accelerate, or permit the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution holders 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 Indebtedness under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlementBank Credit Facility to accelerate, 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the CompanyIndebtedness; or (ii) any agreement or instrument evidencing Senior Indebtedness other than the Bank Credit Facility, if (x) such default results from the failure to make a payment when due, (y) such default shall continue after any applicable grace period and (z) the effect of such event is to accelerate, or permit the holders of such Senior Indebtedness to accelerate, the maturity of such Indebtedness; or (iii) any one or more instruments or agreements evidencing Senior Indebtedness in an aggregate principal amount of at least $5,000,000, if (x) such default results from a default other than the failure to make a payment when due, (y) such default shall continue after any applicable grace period and (z) the effect of such default is to accelerate, or permit the holders of such Senior Indebtedness to accelerate, the maturity of such Senior Indebtedness; provided that upon the waiver or cure any such default, then the Event of Default under this Note resulting therefrom shall automatically be deemed waived or cured; or (e) Any default shall occur under the Subordinated Notes, if such default shall continue after any applicable grace period and if the effect of such default is to accelerate, or permit the holders of the Indebtedness under the Subordinated Notes to accelerate, the maturity of such Indebtedness; provided that upon the waiver or cure any such default in respect of the Subordinated Notes, then the Event of Default under this Note resulting therefrom shall automatically be deemed waived or cured; or (f) 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, the Lender Any default shall be entitled to declare any of the amounts owed by the Company occur under the Note due and payableGuaranties, whereupon they immediately will become due and payable without presentment, demand, notice or protest of if such default shall continue after any kind (all of which are expressly waived by the Company)applicable grace period.

Default Remedies. A “Default” If a Default exists hereunder, the Equityholder may declare the entire Outstanding Principal Balance and all accrued and unpaid interest thereon, immediately due and payable, whereupon it shall exist if be due and payable, and/or proceed to protect and enforce any other legal or equitable right or remedy of the following occurs and is not remedied (i) Equityholder; provided that in the case of events described in clause a Default under Section 4(c), the entire Outstanding Principal Balance and all accrued and unpaid interest thereon shall become automatically due and payable without any action by the Equityholder. The occurrence of any one or more of the following shall constitute an “Default”: (a) belowGTY fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses or any accrued interest or any other amount when due; (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 GTY breaches in any material respect any covenant, obligation, or agreement contained in this Note, other than as specified in Section 4(a), and GTY does not cure such default within 10 days after written notice thereof to GTY; (i) GTY commences any case, proceeding, or other action (A) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of the date made; debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (cB) failure seeking appointment of the Company punctually and fully to comply with a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code assets, or GTY makes an a general assignment for the benefit of its creditors; ; (ii) there is commenced against GTY any case, proceeding, or if other action of a nature referred to in Section 4(c)(i) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, or unbonded for a period of 30 days; (iii) there is commenced against GTY any case, proceeding, or other action is brought by the Company seeking dissolution issuance of the Company a warrant of attachment, execution, or liquidation similar process against all or any substantial part of its assets or seeking which results in the appointment entry of a trusteean order for any such relief which has not been vacated, interim trustee, receiverdischarged, or other custodian for stayed or bonded pending appeal within 30 days from the entry thereof; (iv) GTY takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 4(c)(i), Section 4(c)(ii), or Section 4(c)(iiii); or (v) GTY is generally not, or shall be unable to, or admits in writing 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 settlementinability to, 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 maturebecome due; (d) GTY fails to pay when due any of its indebtedness having an aggregate principal of at least $250,000 (other than indebtedness arising under this Note), or any interest or premium thereon, when due (whether by scheduled maturity, acceleration, demand, or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or (e) the Company is one or more judgments or decrees shall be entered against GTY in default on indebtedness to another person, the an aggregate amount of such indebtedness exceeds at least $250,000 and the acceleration of the maturity all of such indebtedness would judgments or decrees shall not have a material adverse effect upon been vacated, discharged, or stayed or bonded pending appeal within 30 days from 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)entry thereof.

Default Remedies. A “Default” shall exist if (a.) Upon the occurrence of any one or more of the following occurs events (the "Events of Default"), the party not in default shall have, at its option, the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i.) Tenant's failure to pay when due any Rent, or either party's failure to pay when due any other sum of money payable hereunder, and such failure is not remedied cured within ten (i10) in the case of events described in clause (a) below, within 15 days after receipt of written notice thereof; (ii.) Failure by either party to perform any other of the terms, covenants or conditions contained in this Lease to be performed by such party if not remedied within thirty (30) days after receipt of written notice thereof, or, if such default cannot reasonably be remedied within such period, such party does not within thirty (30) days after written notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter complete such act or acts within a reasonable time; (iii.) Either party becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of its assets, and such petition or appointment shall not have been set aside within sixty (60) days from the Lender to the Company thereof, and (ii) in the case date of events described in clauses (b) through (h) below such petition 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 maturityappointment, 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 such party makes an assignment for the benefit of creditors; , or if its interest in this Lease are attached, seized or made subject to any action other judicial seizure and such seizure or attachment is brought not discharged within sixty (60) days; (iv.) Either party fails to provide insurance coverage (or allows such coverage to be canceled or lapse) pursuant to its obligation hereunder; or (v.) Breach by the Company seeking dissolution Landlord of its obligations under Section 23. (b.) In addition to its other remedies, either party, upon an Event of Default by the other party, shall have the immediate right, after any applicable grace period expressed herein, to (i) terminate and cancel this Lease, (ii) pay or perform any obligation on the part of the Company defaulting party to be paid or liquidation performed, upon demand, including all costs and expenses incurred (or in the case of its assets or seeking the appointment of a trusteeTenant, interim trusteethe Tenant may offset such amount(s) from any rental due hereunder), receiver, or other custodian (iii) for any sums due, collect a penalty 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 settlementten percent (10%) of monthly Rent, 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).and/or

Default Remedies. A “Default” shall exist if A. The occurrence of any of the following occurs and is not remedied (i) in the case shall constitute an “Event of events described in clause (a) 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 Default” under this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) : i. Any failure of the Company punctually by Customer to make any payment required hereunder on or before the specified due date, where such failure continues for five (5) days after receipt of written notice from Operator; ii. A failure by either Party to observe and perform any amount payable under other material provision or covenant of this Agreement to be observed or performed by such Party other than obligations to make any payment, where such failure continues for ten (10) business days after receipt of written notice thereof from the Noteother Party, whether at maturityexcept that the non-defaulting Party shall agree to extend the cure period for a reasonable period of time (within its discretion) if the alleged default is not reasonably capable of cure within the ten (10) business day period and the defaulting Party proceeds diligently to cure the default; or iii. Either Party (a) is dissolved (other than pursuant to a consolidation, amalgamation or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisemerger); (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 assignment for the benefit of 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 generally unable to pay its debts upon any terms; or if any action fails or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable admits in writing its inability generally to pay its debts as they maturebecome due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (1) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (2) is not dismissed, discharged, stayed or restrained within thirty (30) days; (e) the Company is in default on indebtedness has a resolution passed for its winding-up, official management or liquidation (other than pursuant to another persona consolidation, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Companyamalgamation or merger); or (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all its assets; (g) has a sale secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained within thirty days; (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the assets events specified in clauses (a) to (g) inclusive; or, (i) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Company unless waived in writing by the Lender. foregoing acts. B. Upon the occurrence an Event of a Default, the Lender non-defaulting Party may terminate this Agreement upon notice to the defaulting Party and/or pursue other rights or remedies available under Applicable Law. 10A. Warehouseman’s Lien. Operator will have a warehouseman’s lien upon such amount of Crude Oil in the Facility whose market value equals any amounts owed to Operator hereunder which have not been or are not paid when due under this Agreement (regardless of whether such amounts are owed for the Crude Oil then in the Facility). Customer shall be entitled provide ten (10) days’ advance written notice to declare Operator if it intends to transfer title to any Crude Oil at the Facility to a third party and promptly shall notify Operator in writing upon learning that a third party claims an interest in the Crude Oil in the Facility. Such notice will set forth the name and business address of the amounts owed by third party and the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)interest claimed.

Default Remedies. A “Default” (a) In the event a Default shall exist if any of or occur the following occurs and is not remedied Company may: (i) terminate its obligations under this Agreement and cease to make any further advances under Section 1.1, and shall have the right to declare the Note due and payable in full, without demand, presentment, or notice of any kind; (ii) in its sole and absolute discretion, exercise any one or more of the rights and remedies accruing to a secured party under the Uniform Commercial Code with respect to the Collateral and any other applicable law upon default by a debtor; (iii) exercise its rights under the Unit Pledge Agreement and/or the other Security Instruments; (iv) convert any portion of the outstanding principal balance of the Loan into Voting Units as provided in the Note; (v) exercise all or a portion of the Option; provided, however, that in the case of events any event or condition described in clause (aSection 8.1(g) belowwith respect to DEVELOPER or any Subsidiary, within 15 days after the Company's obligations under this Agreement shall automatically terminate forthwith and all amounts owed by DEVELOPER hereunder and under the Note shall automatically become immediately due and payable without notice, demand, presentment, protest, diligence, notice from the Lender to the Company thereofof dishonor, or other formality, all of which are hereby expressly waived, and (ii) provided further that, in the case of events any event described in clauses Section 8.1(o), the Company's sole and exclusive remedies shall be the remedies described in subparagraphs (iv) and (v) above. (b) through (h) below or elsewhere In connection with the exercise of the Company's rights and remedies provided in this AgreementSection 8.2(a)(ii), within 30 days after notice from DEVELOPER hereby agrees to assemble the Lender Collateral and make it available to the Company thereof: (a) failure at a place to be designated by the Company which is reasonably convenient to both parties, authorizes the Company to take possession of the Company punctually Collateral with or without demand and with or without process of law and 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 sell and dispose of the Company made in this Agreement same at public or private sale and to apply the proceeds of such sale to the costs and expenses thereof (including reasonable attorneys' fees and disbursements incurred by the Company) and then to the payment and satisfaction of the Loan. Any requirement of reasonable notice 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) met if the Company becomes insolvent sends such notice to DEVELOPER, by registered or certified mail, at least five days prior to the date of sale, disposition, or other event giving rise to a required notice. The Company may be the purchaser at any such sale. DEVELOPER expressly authorizes such sale or sales of the Collateral in advance of and to the exclusion of any sale or sales of or other realization upon any other collateral securing the Loan. The Company shall have no obligation to preserve rights against prior parties. DEVELOPER hereby waives as defined in to the Georgia Uniform Commercial Code Company any right of subrogation or makes an assignment marshaling of such Collateral and any other collateral for the benefit Loan. To this end, DEVELOPER hereby expressly agrees that any such collateral or other security of creditors; DEVELOPER or if any action is brought by other party which the Company seeking dissolution may hold, or which may come to any of them or any of their possession, may be dealt with in all respects and particulars as though this Agreement were not in existence. The parties hereto further agree that public sale of the Collateral by auction conducted in any county in which any Collateral is located or in which 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration DEVELOPER does business after advertisement of the maturity time and place thereof shall, among other manners of such indebtedness would have public and private sale, be deemed to be 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).commercially reasonable

Default Remedies. A “Default” shall exist if (a) Notwithstanding any provision of the following occurs and is not remedied any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any Event of Default specified in subsections (a)-(j) of the Section entitled "EVENTS OF DEFAULT," Secured Party at its option may declare the Liabilities immediately due and payable without notice or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled "EVENTS OF DEFAULT," the Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity. (b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion: (i) without being required to give any prior notice to Debtor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and (ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Debtor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Debtor. Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Debtor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Debtor requests in writing, but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any right with respect to Collateral against prior parties, or to do any act with respect to preservation of Collateral not so requested by Debtor, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of sale shall be required to be given by law, Secured Party shall give Debtor at least ten days' written notice of any such public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case any such purchaser shall fail to take up and pay for the Collateral so sold; in the case of events described any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Secured Party may proceed by a suit at law or in clause (a) belowequity to foreclose this Agreement and to sell the Collateral, within 15 days after notice from the Lender to the Company or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Except as and if otherwise required by law, any proceeds of the Collateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Debtor. (iic) Secured Party may, by written notice to Debtor, 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 events described any such waiver, Secured Party and Debtor 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 failure to exercise, and no delay in clauses (b) through (h) below or elsewhere in this Agreementexercising, within 30 days after notice from on the Lender to the Company thereof: (a) failure part of the Company punctually to make any payment Secured Party of any amount payable under right, power or privilege hereunder shall preclude any other or further exercise thereof or the Noteexercise of any other right, whether at maturity, power or at a date fixed for privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any prepayment rights or partial prepayment, or remedies provided 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; law. (d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or refrain from taking action, and shall distribute proceeds of Collateral and other amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall from time to time agree. Except as and if the Company becomes insolvent required by law Debtor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and any Lender as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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 to Secured Party's acting as collateral agent 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “(a) The occurrence of any one or more of the following events (herein called "Events of Default” ") shall exist if constitute a default under a Lease. (i) Lessee fails to pay any installment of Monthly Rent or other charge payable by Lessee under such Lease as and when the same becomes due and payable and such default continues for a period of ten (10) days; or (ii) Lessee fails to observe or perform any of the following occurs and is not remedied (i) in other obligations required to be observed or performed by Lessee of such Lease or the case of events described in clause (a) 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 inaccuracy in any material respect as of any representation or warranty made by the date madeLessee in such Lease or in any document or certificate furnished to the Lessor in connection therewith, which default or inaccuracy shall continue for a period of fifteen (15) days after notice; or (ciii) 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 Lessee makes an assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated as a bankrupt; files a petition or if answer seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or files any answer admitting, or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it for any such relief; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim trustee, receiver, or other custodian for liquidator of it or of all or any substantial part of its property; assets or properties, or if it or its shareholders shall take any action to effect its dissolution or liquidation; or (iv) The failure by Lessee, within thirty (30) days after the Company commences a voluntary case under the Federal Bankruptcy Code; or if commencement of any reorganization or proceeding against Lessee seeking any reorganization, arrangement proceeding is instituted by the Company for the settlementcomposition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, to obtain the dismissal of such proceeding, or if within thirty (30) days after the appointment without Lessee's consent or acquiescence of any trustee, receiver or liquidator of its debts upon any terms; Lessee 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; (e) the Company is in default on indebtedness to another person, the 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 any substantial part of the its assets of the Company unless waived in writing and properties, such appointment shall not be vacated; or (v) The default by the Lender. Lessee under any other Lease or other agreement between Lessee and Lessor, any Assignee or any Secured party. (b) Upon the occurrence of a any one or more Events of Default, Lessor, at its option, may (1) proceed by appropriate court action or actions either at law or in equity to enforce performance by Lessee of the Lender applicable covenants and terms of the applicable Lease, or to recover from Lessee any and all damages or expenses, including reasonable attorney's fees, which Lessor shall have sustained by reason of Lessee's default in any covenant or convenants of the applicable Lease or on account of Lessor's enforcement of its remedies thereunder, or (2) Lessor may declare this Master lease Agreement in default, such declaration shall be entitled by written notice to declare Lessee and shall apply to all Leases hereunder except as specifically excepted therefrom by Lessor in such declaration. Lessee hereby authorizes Lessor at any time thereafter to enter with or without legal process any premises where Equipment may be and take possession thereof without notice, and without being liable to Lessee therefor, except that Lessor shall be liable for damages resulting from the fault or negligence of Lessor, any Assignee, any Secured party, or their respective agents and representatives in any such entry or repossession. Lessee shall, without further demand, forthwith pay Lessor an amount which is equal to any unpaid amount due on or before Lessor declaring the Master Lease Agreement to be in default, plus as liquidated damages for loss of a bargain and not as a penalty an amount equal to the Casualty Value for Equipment (as defined in the Lease) computed as of the date Lessor declares this Lease in default, together with interest (computed at the lesser of 1.5% per month or the maximum allowable rate of interest permitted by law), plus all attorney and court costs incurred by Lessor relating to the enforcement of its rights under this Lease. After such noticed default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 8(d) of this Master Lease Agreement. Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment subject, however, to its obligation to mitigate damages; and Lessor may use Lessee's premises for any or all of the foregoing without liability for rent, costs or otherwise. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied (1) to all Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment including attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Casualty Value for Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent and indemnification then remaining unpaid hereon; then (3) to reimburse to Lessee any such sums previously paid by Lessee as liquidated damages; (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (l) and (2) forthwith. The exercise of any of the amounts owed foregoing remedies by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest Lessor shall not constitute a termination of any kind (all of which are expressly waived by the Company)this Master Lease Agreement unless Lessor so notifies Lessee in writing.

Default Remedies. A (a) The Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default” shall exist if any of the following occurs and is not remedied ”): (i) the Company’s failure to pay any payment of principal or interest as and when due in accordance with the case terms of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and this Note; (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 assignment for the benefit of creditors; or if any action is brought default by the Company seeking dissolution in the punctual performance of any other obligation, covenant, term or provision contained in this Note, or the representations and warranties under the Purchase Agreement and such default shall continue unremedied for a period of 10 days or more after the Company’s receipt of notice of default from the Holder or any other holder of the Company Bridge Notes; (iii) (A) the Company’s liquidation, dissolution, termination of existence, insolvency or liquidation of its assets or seeking business failure; the appointment of a trustee, interim trustee, receiver, receiver of all or other custodian for any part of its propertythe property of the Company; or if (B) the Company commences a voluntary case under the Federal Bankruptcy Code; or if any other proceeding seeking liquidation, reorganization or arrangement other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding is instituted by commenced against it; (C) the commencement of any proceeding under any bankruptcy or insolvency laws against the Company or any guarantor, surety or endorser for the settlementCompany that results in the entry of an order for relief or that remains undismissed, readjustment, composition undischarged or extension unbonded within 30 days of any of its debts upon any termscommencement; or if any action or petition is otherwise brought by (D) the Company seeking similar relief or alleging that it is insolvent or unable to pay meet its debts as they mature; become due, or (eE) the Company is suspends its operations other than in the ordinary course of business; (iv) any default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under any other material indebtedness, which default shall continue unremedied for a period of 10 days or more after the Company’s receipt of notice of default from the holder of such other material indebtedness; (v) any judgment against the Company in excess of $100,000; or (vi) any warranty, representation, financial statement or other information furnished to the Holder by or on behalf of the Company in connection with this Note, including, without limitation, those contained in the Purchase Agreement, proves to have been false in any material respect when made or furnished; and (b) The entire unpaid principal balance of this Note due and payable, whereupon they all accrued interest on such unpaid principal balance shall immediately will become be due and payable without presentment, demand, notice or protest at the option of the Requisite Holders upon the occurrence of any kind (all one or more of which are expressly waived by the Company)Events of Default and at any time after the occurrence of any one or more of the Events of Default.

Default Remedies. A “Default” shall exist if The occurrence of any one or more of the following occurs and is not remedied events (iherein called "Events of Default") in the case of events described in clause shall constitute a default under this Master Lease: (a) below, within 15 Default by Lessee in the payment of any installment of Monthly Rent or other amount payable by Lessee under any Equipment Schedule or this Master Lease as and when the same becomes due and payable and which continued to be unpaid for a period of thirty (30) days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses notice; or (b) through (h) below or elsewhere Default by Lessee 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 performance of any amount payable under the Note, whether at maturityother term covenant or condition of any Equipment Schedule or this Master Lease, 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 inaccuracy in any material respect as of any representation or warranty made by the date madeLessee in such Equipment Schedule or this Master Lease or any document or certificate furnished to Lessor in connection therewith, which default or inaccuracy shall continue for a period of thirty (30) days after notice; or (c) failure The making 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 assignment by Lessee for the benefit of creditors; its creditors or if any action is brought the admission by the Company seeking dissolution of the Company or liquidation Lessee in writing 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 inability to pay its debts as they maturebecome due, or the insolvency of Lessee, or the filing by Lessee of a voluntary petition in bankruptcy, or the adjudication of Lessee as a bankrupt, or the filing by Lessee of any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statue, law regulation, or the filing of any answer by the Lessee admitting, or the failure by Lessee to deny the material allegations of a petition filed against it for any such relief, or the seeking or consenting by Lessee to, or acquiescence by Lessee in, the appointment of any trustee, receiver or liquidator of Lessee or of all or any substantial party of the properties of _8_ Lessee, or the inability of Lessee to pay its debts when due, or the commission by Lessee of any act of bankruptcy as defined in the Federal Bankruptcy Act, as amended; or (d) The failure by Lessee within sixty (60) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, to obtain the dismissal of such proceeding or, within sixty (60) days after the appointment, without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee of all or any substantial party of the properties of Lessee, to vacate such appointment; or (e) Lessee creates or suffers to exist any liens, encumbrances or security interests on the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the CompanyEquipment or this Master Lease; or or (f) Lessee ceases doing business as a sale of going concern or abandons all or substantially all any part of the assets Equipment; or (g) Lessee attempts to remove, sell, transfer, part with possession or sublease any item of the Company unless waived in writing by the LenderEquipment. Upon the occurrence of a any one or more Events of Default, Lessor has the Lender shall be entitled right to declare exercise any one or more of the amounts owed by following remedies, without notice of any kind: (a) declare all of the Company under unpaid Principal Balance of the Note Master Lease immediately due and payable; (b) enter upon the Premises at McCracken Hall or any place where the Equipment is located and take xxxxxxxxxn xx all or any part of the Equipment, whereupon they immediately will become due if this can be done without a breach of the peace, and payable without presentmenteither hold it at that location or remove it to any other place within the State of Michigan that Lessor desires. Lessor may then sell or release all or any part of the Equipment a public or private auction, demandgiving notice as required by law. Any sale or release of the Equipment must be in a commercially reasonable manner. Lessor has the right to recover from Lessee an amount by which the sum received upon the sale or release (during the remaining and expired term of the Master Lease), notice or protest of any kind (all of which are expressly waived the Equipment is exceeded by the Company)aggregate of (i) all sums owing to Lessor from Lessee under the Master Lease, whether for rent or otherwise; (ii) all costs reasonably incurred by Lessor in exercising its remedies, including searching for, taking possession of and selling the Equipment; and (iii) all other damages, costs and expenses, including reasonable attorney fees incurred by Lessor as a result of Lessee's default; (c) terminate the Master Lease without prejudice to any of Lessor's rights; or (d) exercise any other remedy available to Lessor in law or equity.

Default Remedies. A “Default” If the Tenant shall exist fail to pay within seven (7) days of the date when due of any Basic Rent or Additional Rent, or if the Tenant shall default in the timely performance or observance of any of the following occurs other covenants contained in these presents and is not remedied (i) in on the case of events described in clause (a) below, within 15 days after notice from Tenant’s part to be performed or observed and fail to cure 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, same 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 maturityis given by Landlord, or at a date fixed for any prepayment or partial prepaymentif the estate hereby created shall be taken on execution, or by accelerationother process of law, or otherwise; if the Tenant shall be involved in financial difficulties as evidenced (b1) any statement, representationby its commencement of a voluntary case under Title 11 of the United States Code as from time to time in effect, or warranty by its authorizing, by appropriate proceedings of trustees or other governing body the commencement of such a voluntary case, (2) by its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to controvert timely the material allegations of any such petition, (3) by the entry of an order for relief in any involuntary case commenced under said Title 11, (4) by its seeking relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the Company made rights of creditors, or by its consenting to or acquiescing in this Agreement shall such relief, (5) by the entry of an order by a court of competent jurisdiction (i) finding it to be false bankrupt or misleading in insolvent, (ii) ordering or approving its liquidation, reorganization or any material respect as modification or alteration of the date made; (c) failure of the Company punctually and fully to comply with any rights of its covenants in this Agreement; creditors, or (diii) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code assuming custody of, or makes appointing a receiver or other custodian for, all or a substantial part of its property, or (6) by its making an assignment for the benefit of of, or entering into a composition with, its creditors; , or if any action is brought by the Company seeking dissolution of the Company appointing or liquidation of its assets or seeking consenting to the appointment of a trustee, interim trustee, receiver, receiver or other custodian for any all or a substantial part of its property; then and in any of said cases, the Landlord may, to the extent permitted by law, immediately or at any time thereafter and without demand or notice, terminate this Lease and enter into and upon the Premises, or any part thereof in the name of the whole, and repossess the same as of the Landlord’s former estate, and expel the Tenant and those claiming through or under the Tenant and remove its effects without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant. No termination or repossession provided for in this Section 22 shall relieve the Tenant or any guarantor of the obligations of the Tenant under this Lease of its liabilities and obligations under this Lease, all of which shall survive any such termination or repossession. In the event of any such termination or repossession, the Tenant shall pay to the Landlord either (i) in advance on the first day of each month, for what would have been the entire balance of the Term, one-twelfth (1/12) (and a pro rata portion thereof for any fraction of a month) of the annual Basic Rent, Additional Rent and all other amounts for which the Tenant is obligated hereunder, less, in each case, the actual net receipts by the Landlord by reason of any reletting of the Premises after deducting the Landlord’s reasonable expenses in connection with such reletting, including, without limitation, removal, storage and repair costs and reasonable brokers’ and attorneys’ fees, or (ii) upon demand and at the option of the Landlord, the present value (computed at a capitalization rate based upon the so-called “Prime Rate” announced as such in The Wall Street Journal) of the amount by which the payments of Basic Rent and Additional Rent reasonably estimated to be payable for the balance of the Term after the date of the exercise of said option would exceed the payments reasonably estimated to be the fair rental value of the Premises on the terms and conditions of this Lease over such period, determined as of such date, less reletting costs. Without thereby affecting any other right or remedy of the Landlord hereunder, the Landlord may, at its option, cure for the Tenant’s account any default by the Tenant hereunder which remains uncured after said thirty (30) days’ notice of default from the Landlord to the Tenant, and the cost to the Landlord of such cure shall be paid to the Landlord by the Tenant within thirty (30) days after receipt of an invoice. If Landlord shall violate, neglect or fail to perform or observe any of the covenants, provisions, or conditions contained in this Lease on its part to be performed or observed, which default continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default, or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the Company commences a voluntary case time reasonably necessary to cure (provided Landlord must have undertaken procedures to cure the default within such thirty (30) days period and thereafter diligently pursue such efforts to cure to completion), Tenant shall have available to it all rights and remedies available to Tenant at law, in equity or hereunder. Further, in the event such failure of Landlord is causing material interference with the Tenant’s conduct of business at the Premises and Landlord has failed within the foregoing notice and cure period to commence to cure the alleged default, then Tenant shall give to Landlord (by facsimile transmission to number 000-000-0000, or to such other number as Landlord shall have given written notice to Tenant) notice of Landlord’s failure and an additional 24 hours to commence to cure. If Landlord continues to fail to commence to cure or fails thereafter to diligently proceed to cure, then, Tenant may elect to incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and xxxx Landlord for the costs thereof. Notwithstanding the foregoing, if in Tenant’s reasonable judgment, an emergency situation shall exist, Tenant may cure such default with only reasonable (under the Federal Bankruptcy Code; circumstances as determined by Tenant in the exercise of its commercially reasonable judgment) notice to Landlord being required. Notwithstanding the foregoing, so long as the named Tenant or if its affiliate is the Tenant, Tenant shall have, in certain circumstances, a right to offset or deduct expenses incurred by Tenant in curing a Landlord default from Additional Rent payable by Tenant under the Lease, provided that the following conditions set forth below are satisfied. In the event Landlord fails to commence to cure any reorganization or arrangement proceeding alleged default which is instituted causing material interference with Tenant’s conduct of business at the Premises after Tenant shall have given notice to Landlord of such default, Tenant shall have the right, but not the obligation, to remedy such alleged default. If Tenant cures the alleged default, it shall deliver to the Landlord notice that it has done so and evidence of the out-of-pocket costs incurred by Tenant in curing such default (the Company “Notice of Cure”). If Landlord has not disputed the default, then Landlord shall, within sixty (60) days of receipt of a Notice to Cure, reimburse the Tenant for the settlementamount of the out-of-pocket costs of cure expended by Tenant. If within the said sixty (60) day period, readjustmentLandlord either (A) fails to reimburse Tenant or (B) fails to initiate expedited arbitration on its dispute concerning the default, composition then the Tenant may offset against Additional Rent, the reasonable out-of-pocket costs expended by Tenant to cure such default. If Landlord has initiated arbitration, it shall be an expedited process to determine any or extension all of any the following: whether (x) a default existed; (y) remedy of the default was necessary at the time and in the manner conducted by Tenant; and (z) the reasonableness of the costs so expended. The arbitration shall proceed in Portland, Maine according to the expedited rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator who shall be experienced, independent and unbiased and there shall be no more than two (2) full days of hearings. Each party shall bear its debts upon any terms; or if any action or petition own expenses and counsel fees and each party will pay an equal portion of the arbitration costs and fees. If the arbitrator finds in favor of Tenant, Landlord shall have thirty (30) days after the award is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable issued to pay the award to Tenant. If Landlord fails to reimburse Tenant within thirty (30) days after Tenant receives an award in its debts as they mature; (e) the Company is in default on indebtedness to another personfavor, then Tenant may offset against Additional Rent the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)award.

Default Remedies. A 6.1 If any one of the following events (each an “Event of Default” ”) shall exist if occur, then to the extent permitted by applicable law, the Company shall have the right to exercise any one or more remedies defined in Section 6.2 below: (1) the Distributor fails to pay any Rental or any other payment under this Master Rent or any Equipment Schedule when due; (2) the Distributor fails to pay, when due, any indebtedness of the Distributor to the Company arising independently of this Master Rent or any Equipment Schedule, and such default shall continue for five (5) days after delivery of written notice by the Company; (3) the Distributor fails to perform any of the following occurs and is not remedied terms, covenants or conditions of this Master Rent or any Equipment Schedule other than as provided above within ten (i10) in the case of events described in clause (a) below, within 15 days after delivery of written notice from by 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 otherwiseCompany; (b4) 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 Distributor becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; (5) a receiver, trustee, conservator or if any action is brought by the Company seeking dissolution liquidator of the Company Distributor of all or liquidation a substantial part of its assets is appointed with or seeking without the appointment of a trustee, interim trustee, receiver, application 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration consent of the maturity of such indebtedness would have a material adverse effect upon the CompanyDistributor; or (f6) a sale petition is filed by or against the Distributor under any insolvency law or laws providing for the relief of all or substantially all debtors. 6.2 If an Event of the assets of Default shall occur the Company unless waived may, at its option, in writing by addition to any other remedy under applicable Law, including the Lender. Upon the occurrence Company’s entitlement to recover all damages resulting from any Event of a Default, the Lender shall be entitled to Company may, at any time: (1) declare any the entire amount of unpaid Rent for the balance of the amounts owed by the Company under the Note Term of this Master Rent immediately due and payable, whereupon they immediately will (2) sxx for and recover all Rents and other money due and to become due plus the residual value of the Equipment, present valued to the date of default computed at 6 percent per annum, (3) enter into the premises where the Equipment may be found and payable take possession of and remove the Equipment, without presentmentliability for suit, demandaction or other proceeding, and all rights of the Distributor in the Equipment so removed shall terminate absolutely, all to the extent permitted by Law, , and (4) terminate this Master Rent or any Equipment Rent, at its option, with immediate effect. The Distributor waives notice of hearing with respect to such retaking. The Company may at its option use, ship, store, lease, sell or protest otherwise dispose of the Equipment so removed. The Company shall give the Distributor credit for any kind (all of which are expressly waived sums received by the Company)Company from the sale or rental of the Equipment after the deduction of the expenses of sale or rental.

Default Remedies. A (a) The following shall be deemed “Events of Default” shall exist if under the Lease: (i) Lessee fails to pay any installment of rent or other charge or amount due under the Lease when the same becomes due and payable and such failure continues for ten (10) days after its due date; or (ii) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (iiii) Any representation or warranty made by Lessee or Lessee’s guarantor in the case Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (iv) Lessee fails to observe or perform any of events described in clause the other obligations required to be observed by Lessee under the Lease and such failure continues uncured for ten (a10) below, within 15 days after notice from the Lender to the Company its occurrence thereof, and ; or (iiv) in the case of events described in clauses (b) through (h) below Lessee 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 Lessee’s guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or other custodian for shareholders shall take any action to effect its dissolution or liquidation; (vi) If within thirty (30) days after the commencement of its property; any proceedings against Lessee 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 settlementLessee’s guarantor seeking reorganization, arrangement, composition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its debts upon respective assets and properties, such appointment shall not be vacated; (vii) Lessee or any termsguarantor of Lessee shall no longer have the ability to continue as a going concern, or there shall occur a substantial change in ownership of the outstanding stock of the Lessee, any subsidiary of Lessee or a substantial change in its board of directors, members or partners; (viii) Lessee shall be in default of any other Schedule or agreement executed with Lessor or under any agreement with any other party that in Lessor’s sole opinion is a material agreement; or if shall fail to sign and deliver to Lessor any action document requested by Lessor in connection with this Master Agreement or petition is otherwise brought shall fail to do anything determined by Lessor to be necessary or desirable to effectuate the Company seeking similar relief transaction contemplated by this Master Agreement or alleging that it is insolvent to protect Lessor’s rights and interest in this Master Agreement and Equipment; or unable shall fail to pay its debts provide financial statements to Lessor as they mature; provided for in Section 15 (eb) the Company is in default on indebtedness hereof. (ix) Lessee breaches any license or other agreement for software. (x) Failure of Lessee to another person, the amount promptly execute and deliver to Lessor any document required under Section 10 of such indebtedness exceeds $250,000 and the acceleration this Master Agreement. (b) Lessee shall immediately notify Lessor of the maturity occurrence of such indebtedness an Event of Default or any event that would have a material adverse effect upon the Company; or (f) a sale become an Event of all or substantially all of the assets of the Company unless waived in writing by the LenderDefault. Upon the occurrence happening of any Event of Default, Lessor may declare the Lessee to be in default. Upon a declaration of default, Lessor may immediately apply the Security Deposits (as defined and set forth in Section 18) to any one or more of the obligations of Lessee to Lessor, including unpaid rent, fees, costs, charges, expenses and/or the Stipulated Loss Value or as otherwise provided for in any Schedule to this Master Agreement. The application of the Security Deposits shall not be in lieu of, but shall be in addition to all other remedies available to Lessor under the Master Agreement and applicable law. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the Lender request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied: (1) to all Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including actual attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. If Lessee breaches Section 19(l) of this Master Agreement with regard to Software (as hereinafter defined), Lessee shall be liable to Lessor for additional damages in an amount equal to the original purchase price paid by Lessor for the Software, and in addition, at Lessor’s option, Lessor shall be entitled to declare injunctive and other equitable relief. The exercise of any of the amounts owed foregoing remedies by Lessor shall not constitute a termination of the Company Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. Upon the happening of an Event of Default by Lessee with regard to Software under Section 19(l) of this Lease, Lessor may elect any of the following remedies: (i) by notice to Lessee, declare any License agreement with respect to Software terminated, in which event the right and License of Lessee to use the Software shall immediately terminate and Lessee shall thereupon cease all use of the Software and return all copies thereof to Lessor or original Licensor; (ii) have access to and disable the Software by any means deemed necessary by Lessor, for which purposes Lessee hereby expressly consents to such access and disablement, promises to take no action that would prevent or interfere with Lessor’s ability to perform such access and disablement, and waives and releases any and all claims that it has or might otherwise have for any and all losses, damages, expenses, or other detriment that it might suffer as a result of such access and disablement. Lessee agrees that the detriment that Lessor will suffer as a result of a breach by Lessee of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, and therefore Lessor shall be entitled to injunctive and other equitable relief to enforce the provisions of this paragraph. LESSEE AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE LESSOR’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, OR TO DISPOSE OF THE SOFTWARE BY SALE, RE-LEASE OR OTHERWISE. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Note Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred by Lessor. (e) In the event Lessor believes in good faith that the Equipment is in danger of misuse, abuse or confiscation or to be in any other way threatened; or reasonably believes in good faith for any other reason that the prospect for payment or performance has become impaired, Lessor shall have the right, in its sole discretion, to either require additional collateral or declare the entire indebtedness under any Schedule immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “Default” shall exist if If any of the following occurs and is not remedied (iherein an "Event of Default") shall occur: (a) Borrower shall default in the case payment of events described Indebtedness to Secured Party or in making any other payment hereunder or under any Note when due, and such default shall continue for a period of ten (10) days after written notice thereof to Borrower from Secured Party without its cure by Borrower, or (b) Borrower shall default in the payment when due of any obligations of Borrower (A) equal to or greater than $50,000, whether or not to Secured Party, arising independently of this Security Agreement or any Note, and such default shall continue for a period of ten (10) days after written notice thereof to Borrower from Secured Party after any applicable cure period set forth in the document creating such obligation without its cure by Borrower or (B) which default would permit the acceleration of such obligation, or (c) Borrower shall default in the performance of any other material covenant contained herein other than those referred to in clause (ad) belowherein (including any Schedule hereto), within 15 any Certificate in respect hereof or any Note or any other document entered into in connection with this Security Agreement and such default shall continue for ten (10) days after written notice from the Lender thereof to the Company thereofBorrower by Secured Party, and or (iid) in the case Crescent shall breach any of events described in clauses its material insurance obligations under paragraph 10 hereof, or (be) through (h) below any representation or elsewhere warranty made by Borrower in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make Security Agreement or 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 other documents entered into in connection with this Security Agreement shall prove to be false or misleading incorrect in any material respect as of the date made; when any such representation or warranty was made or given, or (cf) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes Crescent, ANEI or Parent shall become insolvent as defined in the Georgia Uniform Commercial Code or makes make an assignment for the benefit of creditors; , or if any action is brought by the Company seeking dissolution of the Company (g) Crescent, ANEI or liquidation of its assets Parent shall apply for or seeking consent to the appointment of a trustee, interim trustee, receiver, trustee or other custodian liquidator for any a substantial part of its property; property or if such receiver, trustee or liquidator is appointed without the Company commences application or consent of Crescent, ANEI or Parent, or (h) a voluntary case petition shall be filed by or against Crescent, ANEI or Parent under the Federal Bankruptcy Code; federal bankruptcy laws (including, without limitation, a petition for reorganization, arrangement or if extension) or under any reorganization other insolvency law or arrangement proceeding is instituted by the Company law providing for the settlementrelief of debtors, readjustmentor (i) there is, without the prior consent of Secured Party which consent shall not be unreasonably withheld, a change in control (defined to be a change in the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Borrower, whether through the ownership of voting securities, by contract or otherwise but not to include a change in the composition of the boards of directors of Borrower), or extension (j) there is a material adverse change (defined to be a decrease of at least one-third (1/3) of net worth, as determined in accordance with generally accepted accounting principles) in Parent's financial condition; then, to the extent permitted by applicable law, Secured Party shall have the right to exercise any one or more of its debts upon any terms; the following remedies one or if any action or petition is otherwise brought more times: (A) declare this Security Agreement in default, such declaration being applicable to all Schedules hereunder except as specifically excepted by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they matureSecured Party; (eB) declare the Company is in default on indebtedness to another person, entire amount of unpaid total Indebtedness immediately due and payable; (C) declare due and payable the amount of such indebtedness exceeds $250,000 any indemnification hereunder if then determinable, with interest as provided herein; (D) upon notice to any lessees or sublessees permitted pursuant to paragraph 6(a), to obtain and retain all rentals thereafter due, paid and/or payable; (E) without demand or legal process to enter into any premises where the acceleration Collateral may be found and take possession of and remove the same, whereupon all rights of Borrower in the Collateral shall terminate absolutely, and either (i) retain all prior payments of Indebtedness and sell the Collateral at public or private sale, with or without notice to Borrower, with or without having the Collateral at the sale, at which sale Secured Party may purchase all or any of the maturity Collateral, the proceeds of such indebtedness would have a material adverse effect upon sale, less expenses of retaking, storage, repairing and reselling, and reasonable attorneys' fees incurred by Secured Party, to be applied to the Company; payment of the unpaid total Indebtedness, Borrower remaining liable for the balance of said unpaid total Indebtedness, and any surplus thereafter remaining to be for the account of Borrower (except as otherwise provided under applicable law) or (fii) a sale retain the Collateral and all prior payments of all or substantially all Indebtedness, in satisfaction of the assets remaining unpaid Indebtedness in accordance with Section 9-505(2) of the Company unless waived Uniform Commercial Code as in writing by effect in the LenderState of New York; (F) pursue any other remedy then available to Secured Party at law or in equity. Upon Borrower hereby covenants and agrees to notify Secured Party immediately of the occurrence of any Event of Default specified in this paragraph 12 and promptly after such occurrence provide Secured Party with a Default, means of access to the Lender shall be entitled to declare any coin boxes of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest pay telephones which constitute Items of any kind (all of which are expressly waived by the Company)Collateral.

Default Remedies. A “Default” shall exist if any (a) If an Event of the following occurs and is not remedied Default described in Section 9.1(g) or 9.1(h) or (i) in occurs, the case of events described in clause (a) 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 entire outstanding principal amount 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 Notes 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note automatically become due and payable, whereupon they without the taking of any action on the part of any holder of the Notes or any other Person and without the giving of any notice with respect thereto. If an Event of Default described in Section 9.1(a), 9.1(b) or 9.1(m) exists, any holder of Notes may, at its option, exercise any right, power or remedy permitted by law, including but not limited to the right by notice to the Company to declare the Notes held by such holder to be immediately will become due and payable. If any other Event of Default exists, the holder or holders of at least 51% in outstanding principal amount of all Notes (exclusive of Notes owned by the Guarantor, the Company, Subsidiaries and Affiliates) may exercise any right, power or remedy permitted by law, including, but not limited to, the right by notice to the Company to declare all the outstanding Notes immediately due and payable. Upon any such acceleration the principal of the Notes declared due or automatically becoming due shall be immediately payable together with all interest accrued thereon without any presentment, demand, protest or other notice or protest of any kind (kind, all of which are hereby expressly waived waived, and the Company will immediately pay the greater of (x) the principal of and interest accrued on such Notes and (y) the Makewhole Price applicable at such time to such Notes. (b) No course of dealing or delay or failure on the part of any holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Company will pay or reimburse the holders of the Notes, to the extent permitted by law, for all costs and expenses, including but not limited to reasonable attorneys' fees, incurred by them in collecting any sums due on the Company)Notes or in otherwise enforcing any of their rights.

Default Remedies. A “(a) The following shall be deemed "Events of Default” shall exist if " under the Lease: (1) Lessee fails to pay any installment of rent or other charge or amount due under the Lease within ten (10) days after notice that such payment is overdue; or (2) Except as expressly permitted in the Lease, Lessee attempts to remove, sell encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (i3) Any representation or warranty made by Lessee or Lessee's guarantor in the case of events described Lease or any document supplied in clause connection with the Lease or any financial statement is misleading or materially inaccurate; or (a4) below, within 15 days after notice from the Lender Lessee fails to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below observe or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure perform any of the Company punctually other obligations required to make any payment of any amount payable be observed by Lessee under the Note, whether at maturity, Lease within thirty (30) days of Lessee's first knowledge of such failure; or (5) Lessee or at Lessee's guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or shareholders shall take any action to effect its dissolution or liquidation; or (6) If within thirty (30) days after the commencement of any proceedings against Lessee or Lessee's guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee's or Lessee's guarantor's consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its respective assets and properties, such appointment shall not be vacated. (b) Upon the happening of any Event of Default, Lessor may declare the Lessee to be in default. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other custodian disposition, if any, of the Equipment shall be applied: (1) to all Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. The exercise of any of the foregoing remedies by Lessor shall not constitute a termination of the Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor's exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its property; or if the Company commences a voluntary case obligations under the Federal Bankruptcy Code; or if Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any reorganization or arrangement proceeding is instituted such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred 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; (e) the Company is in default on indebtedness to another person, the 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, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Lessor.

Default Remedies. A (a) The Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default” shall exist if any of the following occurs and is not remedied ”): (i) The Company’s failure to pay any payment of principal or interest as and when due in accordance with the case terms of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and this Note; (ii) default by the Company in the case punctual performance of events described in clauses (b) through (h) below any other obligation, covenant, term or elsewhere provision contained in this Note or the default by the Company in any senior indebtedness, and such default shall continue unremedied for a period of 10 days or more following written notice of default by Holder to the Company; (iii) if that certain Stock Purchase Agreement, within 30 days after notice from dated as of August 15, 2019, between the Lender Company, HMTF Merger Sub, Inc., the Holder, and certain stockholders of the Holder (as set forth therein) is terminated for any reason prior to the Company thereof: (a) failure consummation 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; transactions contemplated in such agreement; (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; (div) if the Company becomes insolvent as defined fails to make payment to any payee set forth on Appendix A hereto in the Georgia Uniform Commercial Code amount set opposite such payee’s name, other than any payment to a payee which Holder has agreed to pay directly as specifically noted on Appendix A, within five (5) business days after Company’s receipt of the principal amount (less the funds which are paid directly by Holder to payees); or (v) the Company’s dissolution, termination of existence, insolvency or makes business failure; the appointment of a receiver of all or any part of the property of the Company; an assignment for the benefit of creditors; or if any action is brought creditors 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; (e) the Company is in default on indebtedness to another person, the 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 the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company or any guarantor, surety or endorser for the Company which results in the entry of an order for relief or which remains undismissed, undischarged or unbonded for a period of 60 days or more. (fb) a sale The entire unpaid principal balance of this Note and all or substantially all accrued interest on such unpaid principal balance shall immediately be due and payable at the option of the assets of the Company unless waived in writing by the Lender. Upon Holder upon the occurrence of a Default, the Lender shall be entitled to declare any one or more of the amounts owed by Events of Default and at any time after the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest occurrence of any kind (all one or more of which are expressly waived by the Company)Events of Default.

Default Remedies. A Each of the following constitutes an event of “Default” shall exist if any of the following occurs and is not remedied (i) in the case of events described in clause (a) 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 thereofby Seller: (a) failure of to complete Services or deliver Goods within the Company punctually to make any payment of any amount payable under time or with the Note, whether at maturity, quality specified 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 guaranteed in this Agreement; (db) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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, receiverSeller is, or other custodian admits in writing that it is, or is declared to be, or is taken under any applicable law to be (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 settlementpurpose), readjustmentbankrupt, 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 insolvent, or unable to pay its debts as and when they maturefall due, including as a result of a failure to comply with a creditor's statutory demand; (d) if a controller (as defined in section 9 of the Corporations Xxx 0000 (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect of Seller or any asset of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made to a court for an order, an order is made, a meeting is convened or a resolution is passed, for the Company is in default on indebtedness purpose of appointing a liquidator to another person, Seller or for the amount winding up of such indebtedness exceeds $250,000 and Seller; (f) Seller proposes any moratorium or arrangement with creditors for the acceleration purposes of the maturity of such indebtedness would have a material adverse effect upon the Companydeferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a sale substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or substantially all delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the assets terms and provisions above. In addition to its other remedies, Buyer will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the Company delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless waived in writing and signed by Buyer’s authorized representative. Buyer will have the Lenderright at any time to require adequate assurances of Seller’s performance. Upon In any action or proceeding between the occurrence of a Defaultparties, the Lender shall prevailing party will be entitled to declare any recover all its legal fees, expenses, and other costs of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)litigation.

Default Remedies. A “Default” shall exist if 9.1 The occurrence of any one or more of the following occurs and is not remedied (i) in the case shall constitute an Event of events described in clause Default hereunder: (a) below, within 15 days after notice from A failure of Borrower to pay the Lender to principal of or interest on the Company thereof, Loan as and (ii) when the same becomes due and payable in accordance with the case terms of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 and such failure shall continue for a period of five (5) days after receipt of written notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Notespecifying such failure; provided, whether at maturityhowever, 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 that Lender shall be false or misleading in obligated to give only one (1) such notice during any material respect as of calendar year and, after 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the amount giving 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 Defaultone notice, the Lender shall be entitled to declare exercise its remedies upon any subsequent default occurring within such calendar year without any requirement of notice. (b) A failure of Borrower to perform any of the amounts owed covenants, obligations or agreements contained in this Agreement. (c) Any substantial damage to or destruction of or disappearance of Sonesta Maho shall occur so that, in the reasonable opinion of Lender, it cannot be restored or rebuilt with available funds to a profitable condition within a reasonable period of time (not to exceed 270 days). (d) The liquidation, termination, bankruptcy or dissolution of Borrower. (e) A writ or warrant of attachment or any similar petition shall be issued by any court or other authority against all or any substantial portion of Sonesta Maho. (f) If there shall occur a material adverse change in the Company under assets, liability, financial condition or business operation of Borrower. 9.2 In the Note event of an occurrence of any Event of Default, Lender shall have the right, at its option, without notice or demand upon Borrower (except as expressly provided for herein or by applicable law) to do the following: (a) declare the unpaid balance of the Loan (including all principal thereof and all interest then accrued thereon) to be immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, notice ; (b) cease further advances under the Loan; and/or (c) enforce or protest avail itself of any kind (and all of which are expressly waived by the Company)remedies provided in this Agreement and under applicable laws.

Default Remedies. A “Default” shall exist if any Any of the following occurs and is not remedied (i) in the case shall constitute an Event of events described in clause (Default: If a) belowLessee fails to pay when due any rent or other amount required herein to be paid by Lessee, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (or 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 Lessee makes an assignment for the benefit of creditors; , whether voluntary 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, receiverinvoluntary, or other custodian for any of its property; or if the Company commences c) 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 filed by the Company seeking or against Lessee under any bankruptcy, insolvency or similar relief legislation, or alleging that it is insolvent d) Lessee violates or unable fails to pay its debts as they mature; (perform any provision of either this lease or any Acquisition Agreement, or violates or fails to perform any covenant or representation made by Lessee herein, or e) the Company is in default on indebtedness to another personLessee makes a bulk transfer of furniture, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have furnishings, fixtures or other equipment or inventory, or f) Lessee ceases doing business as a material adverse effect upon the Company; going concern or terminates its existence, or (fg) a sale of Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to any person or engages in any other form of reorganization, or there is a change in the assets legal structure of Lessee, in each case which results, in the Company unless waived opinion of Lessor, in writing a material adverse change in Lessee's ability to perform its obligations under this lease, or (h) any representation or warranty made by Lessee in this lease or in any other document or agreement furnished by Lessee to Lessor shall prove to have been false or misleading in any material respect when made or when deemed to have been made, or i) Lessee shall be in default under any material obligation for the Lenderpayment of borrowed money or the deferred purchase price of, or for the payment of any rent due with respect to, any real or personal property, or j) Lessee shall be in default under any other agreement now existing or hereafter made with Lessor or any of Lessor's affiliates, or k) any event or condition described in the foregoing clauses (b), (c), (e), (f), (g) (h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "lease"), (i) or (j) shall have occurred with respect to any guarantor of, or other party liable in whole or in part for, Lessee's obligations hereunder, or such guarantor or other party shall have defaulted in the observance or performance of any covenant, condition or agreement to be observed or performed by it under the guaranty or other credit support document pursuant to which it is liable for Lessee's obligations hereunder, or such guaranty or other credit support document shall have been revoked or terminated or shall have otherwise ceased, for any reason, to be in full force and effect. Upon An Event of Default with respect to any Equipment Schedule shall constitute an Event of Default for all Equipment Schedules. Lessee shall promptly notify Lessor of the occurrence of any Event of Default. If an Event of Default occurs, Lessor shall have the right to exercise any one or more of the following remedies in order to protect the interests and reasonably expected profits and bargains of Lessor: a) Lessor may terminate this lease with respect to all or any part of the Equipment, b) Lessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or all items of Equipment, wherever the same may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession, and any such taking of possession shall not constitute a Defaulttermination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or without repossessing the Lender Equipment the sum of (1) the total amount due and owing to Lessor at the time of such default, plus (2) an amount calculated by Lessor which is the present value at 5% per annum simple interest discount of all rent and other amounts payable by Lessee with respect to said item(s) from date of such payment to date of expiration of its Initial Term, plus (3) the "reversionary value" of the Equipment, which shall be determined by Lessor as the total cost of the Equipment less 60% of the total rent (net of sales/use taxes, if any) required to be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such value; and upon the payment of all amounts described in clauses (1), (2) and (3) above, Lessee will become entitled to the Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however, that if Lessor has repossessed or accepted the surrender of the Equipment, Lessor shall sell, lease or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees incurred in connection therewith), to the sum of (1), (2) and (3) above, and e) Lessor may pursue any other remedy available at law or in equity, including but not limited to seeking damages or specific performance and/or obtaining an injunction. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time, but Lessor shall not be entitled to declare any recover a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the amounts owed by the Company terms of this lease plus accrued delinquent payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Paragraph 21.

Default Remedies. A (a) The following shall be deemed “Events of Default” shall exist if under the Lease: (i) Lessee fails to pay any installment of rent or other charge or amount due under the Lease when the same becomes due and payable and such failure continues for ten (10) days after its due date; or (ii) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (iiii) Any representation or warranty made by Lessee or Lessee’s guarantor in the case Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (iv) Lessee fails to observe or perform any of events described in clause the other obligations required to be observed by Lessee under the Lease and such failure continues uncured for ten (a10) below, within 15 days after written notice from the Lender thereof has been delivered to the Company thereof, and Lessee by Lessor ; or (iiv) in the case of events described in clauses (b) through (h) below Lessee 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 Lessee’s guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or other custodian for shareholders shall take any action to effect its dissolution or liquidation; (vi) If within thirty (30) days after the commencement of its property; any proceedings against Lessee 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 settlementLessee’s guarantor seeking reorganization, arrangement, composition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its debts upon respective assets and properties, such appointment shall not be vacated; (vii) Lessee or any termsguarantor of Lessee shall suffer an adverse change in its financial condition after the date hereof as determined by Lessor in its sole discretion, or there shall occur a substantial change in ownership of the outstanding stock of the Lessee, any subsidiary of Lessee or a substantial change in its board of directors, members or partners; (viii) Lessee shall be in default of any other Schedule or agreement executed with Lessor or under any agreement with any other party that in Lessor’s sole opinion is a material agreement; or if shall fail to sign and deliver to Lessor any action document reasonably requested by Lessor in connection with this Master Agreement or petition is otherwise brought shall fail to do anything reasonably determined by Lessor to be necessary or desirable to effectuate the Company seeking similar relief transaction contemplated by this Master Agreement or alleging that it is insolvent to protect Lessor’s rights and interest in this Master Agreement and Equipment; or unable shall fail to pay its debts provide financial statements to Lessor as they mature; provided for in Section 15 (eb) hereof. (ix) Lessee breaches any license or other agreement for software relating to the Company is in default on indebtedness Equipment. (x) Failure of Lessee to another person, the amount promptly execute and deliver to Lessor any document required under Section 10 of such indebtedness exceeds $250,000 and the acceleration this Master Agreement. (b) Lessee shall immediately notify Lessor of the maturity occurrence of such indebtedness an Event of Default or any event that would have a material adverse effect upon the Company; or (f) a sale become an Event of all or substantially all of the assets of the Company unless waived in writing by the LenderDefault. Upon the occurrence happening of any Event of Default, Lessor may declare the Lessee to be in default. Upon a declaration of default, Lessor may immediately apply the Security Deposits (as defined and set forth in Section 18) to any one or more of the obligations of Lessee to Lessor, including unpaid rent, fees, costs, charges, expenses and/or the Stipulated Loss Value or as otherwise provided for in any Schedule to this Master Agreement. The application of the Security Deposits shall not be in lieu of, but shall be in addition to all other remedies available to Lessor under the Master Agreement and applicable law. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the Lender request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied: (1) to all Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including actual attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. If Lessee breaches Section 19(l) of this Master Agreement with regard to Software (as hereinafter defined), Lessee shall be liable to Lessor for additional damages in an amount equal to the original purchase price paid by Lessor for the Software, and in addition, at Lessor’s option, Lessor shall be entitled to declare injunctive and other equitable relief. The exercise of any of the amounts owed foregoing remedies by Lessor shall not constitute a termination of the Company Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. Upon the happening of an Event of Default by Lessee with regard to Software under Section 19(l) of this Lease, Lessor may elect any of the following remedies: (i) by notice to Lessee, declare any License agreement with respect to Software terminated, in which event the right and License of Lessee to use the Software shall immediately terminate and Lessee shall thereupon cease all use of the Software and return all copies thereof to Lessor or original Licensor; (ii) have access to and disable the Software by any means deemed necessary by Lessor, for which purposes Lessee hereby expressly consents to such access and disablement, promises to take no action that would prevent or interfere with Lessor’s ability to perform such access and disablement, and waives and releases any and all claims that it has or might otherwise have for any and all losses, damages, expenses, or other detriment that it might suffer as a result of such access and disablement. Lessee agrees that the detriment that Lessor will suffer as a result of a breach by Lessee of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, and therefore Lessor shall be entitled to injunctive and other equitable relief to enforce the provisions of this paragraph. LESSEE AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE LESSOR’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, OR TO DISPOSE OF THE SOFTWARE BY SALE, RE-LEASE OR OTHERWISE. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest Lease by Lessor shall not be deemed a waiver of any kind such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of which are expressly waived a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred by the Company)Lessor.

Default Remedies. A “Default” A. Tenant shall exist if be in default of this Agreement upon the happening of any of the following occurs and events: 1. The interest of Tenant under this Agreement is not remedied (itransferred to, passes to or devolves upon any other person, firm or corporation, by operation of law or otherwise without the prior written consent of the Director or his designee(s) required by Article X; 2. Tenant, if a corporation, without the prior written approval of the City becomes a successor or merged corporation in the case of events described a merger, a constituent corporation in clause (a) belowa consolidation, within 15 days after notice from the Lender to the Company thereofor a corporation in dissolution; 3. Tenant is, or Tenants collectively are, doing business as or constitute a co-partnership, and (ii) in said co-partnership is dissolved as the case result of events described in clauses (b) through (h) below any act or elsewhere in this Agreement, within 30 days after notice from omission of its co-partners or any of them or by operation of law or the Lender to the Company thereof: (a) failure order or decree of the Company punctually to make court having jurisdiction, or for any payment other reason whatsoever; 4. By or pursuant to, or under authority of any amount payable under the Notelegislative act, whether at maturityresolution or rule, or at any order of decree of any court or governmental board, agency or officer having jurisdiction, 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 assignment for the benefit of 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, trustee or other custodian for any of its property; liquidator takes possession 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; (e) the Company is in default on indebtedness to another person, the 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 control of all or substantially all of the assets property of Tenant, and such possession or control continues in effect for a period of fifteen (15) days; 5. Any lien is filed against the Premises because of any act or omission of Tenant and is not removed within ten (10) days; 6. Tenant voluntarily abandons, deserts, vacates or discontinues its operations at the Premises; 7. Tenant fails duly and punctually to pay Rent or to make any other payment required hereunder to the City of any payment to the Tenant’s Association required by paragraph F of Article V within ten (10) days after receipt of written notice; 8. Tenant fails to keep, perform and observe every other promise, covenant and agreement set forth herein on its part to be kept, performed or observed within ten (1) days after receipt of notice of default hereunder from the City except where fulfillment of its obligation requires activity over a period of time, and Tenant has commenced to perform to the satisfaction of the Company unless waived in writing by City whatever may be required for fulfillment within ten (10) days after receipt of notice and continues such performance without interruption; 9. Tenant is convicted of violating any laws concerning weights, measures or sanitation, or has been suspended for a violation of the LenderMarket Rules pursuant to paragraph C of Article XVI of this Agreement more than two (2) times; or 10. Upon the Tenant is an individual or sole proprietorship, and Tenant dies. B. Then, upon occurrence of a Default, the Lender shall be entitled to declare any of the aforementioned events or at any time thereafter during the continuance thereof, the City may, at its option, exercise concurrently or successively any one or more of the following rights and remedies; 1. Upon five (5) days’ notice terminate this Agreement and the rights hereunder; 2. Without waiving any default, pay any sum required to be paid by Tenant to others than the City which Tenant has failed to pay, and perform any obligation required to be performed by Tenant hereunder, and any amounts owed so paid or expended by the Company under City in fulfilling the Note due obligations of Tenant hereunder, including all interest, costs, damages, attorneys’ fees and payablepenalties, whereupon they immediately will become due and payable without presentment, demand, notice shall be repaid by Tenant to the City on demand with interest thereon at the rate of twelve percent (12%) per annum from the date of such payment or protest expenditure; 3. Xxx for the collection of rent or other amounts for which Tenant may be in default or for the performance of any kind other covenant, promise or agreement devolving upon Tenant for performance or damages therefore all without terminating this agreement or reentering the possession of the Premises; 4. Upon twenty-four (24) hours’ notice, re-enter and repossess the Premises, either with or without the institution of summary or any other legal proceedings or otherwise and without diminishing, excusing or altering in any way the obligations of Tenant hereunder; 5. Exercise any and all additional rights and remedies which the City may have at law or in equity. C. All rights and remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of which are expressly waived or exclusive of each other or of any other remedy available to the City at law or in equity. D. A waiver by the CompanyCity of any default or a breach of any term, condition, or covenant of this Agreement shall be limited to the particular instance and shall not operate or be deemed as a waiver of any future defaults or breaches of said term, condition or covenant. No acceptance of full or partial Rent during the continuance of any such breach shall be deemed a waiver of any such breach or of such covenant, term or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach. No waiver shall be valid against the City unless reduced to writing and signed by the Director or his designee(s).

Default Remedies. A (a) As used herein, the term “Default” shall exist if means any of the following occurs and is not remedied events: (i) in the case of events described in clause (a) below, Borrower fails to pay any Installment or other amount due under a Note within 15 ten days after notice from the Lender to the Company thereof, and same shall have become due; (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 Borrower becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of its 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 (iii) a receiver, trustee, interim trustee, receiver, conservator or other custodian for any liquidator of its propertyBorrower of all or a substantial part of Borrower’s assets is appointed with or without the application or consent of Borrower; or if the Company commences (iv) 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 filed by the Company seeking or against Borrower under any bankruptcy, insolvency or similar relief or alleging that it is insolvent or unable to pay its debts as they maturelaw; (ev) the Company Borrower violates or fails to perform any provision of either this Agreement or any other loan, credit agreement, lease or any acquisition or purchase agreement with KEF or any other party; (vi) any warranty or representation made by Borrower herein proves to have been false or misleading when made; (vii) there is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon change in Borrower’s financial condition since the Companyfunding of any Note; (viii) Borrower merges or (f) a sale consolidates with any other corporation or entity, or sells, leases or disposes of all or substantially all of its assets without the assets prior written consent of KEF; (ix) Borrower, if an individual, dies or, if not an individual, is dissolved; (x) a change in control occurs in Borrower; (xi) Borrower appears, or is located in any country that appears, on any list of the Company unless waived in writing U.S. Office of Foreign Assets Control or other similar list; (xii) any filing by the Lender. Upon the occurrence Borrower of a Default, the Lender shall be entitled to declare termination statement for any financing statement filed by KEF while any obligations are owed by Borrower under a Note; and (xiii) any of the amounts owed by the Company under the events listed in subsections (ii) through (xi) above occurs with respect to any Guarantor. A Default with respect to any Note due shall, at KEF’s option, constitute a Default for all Notes and payable, whereupon they immediately will become due any other agreements between KEF and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Borrower.

Default Remedies. A (a) The following shall be deemed “Events of Default” shall exist if under the Lease: (i) Lessee fails to pay any installment of rent or other charge or amount due under the Lease when the same becomes due and payable and such failure continues for ten (10) days after its due date; or (ii) Except as expressly permitted in the Lease, Lessee attempts to remove, sell, encumber, assign or sublease or fails to insure any of the following occurs and is not remedied Equipment, or fails to deliver any documents required of Lessee under the Lease; or (iiii) Any representation or warranty made by Lessee or Lessee’s guarantor in the case Lease or any document supplied in connection with the Lease or any financial statement is misleading or materially inaccurate; or (iv) Lessee fails to observe or perform any of events described in clause the other obligations required to be observed by Lessee under the Lease and such failure continues uncured for ten (a10) below, within 15 days after notice from the Lender to the Company its occurrence thereof, and ; or (iiv) in the case of events described in clauses (b) through (h) below Lessee 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 Lessee’s guarantor ceases doing business as a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisegoing concern; (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 assignment for the benefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or if an insolvent; files a petition seeking for itself any action is brought by reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting or fails to deny the Company seeking dissolution material allegations of the Company a petition filed against it in any such proceeding; consents to or liquidation of its assets or seeking acquiesces in the appointment of a trustee, interim receiver, or liquidator for it or of all or any substantial part of its assets or properties, or if it or its trustee, receiver, liquidator or other custodian for shareholders shall take any action to effect its dissolution or liquidation; (vi) If within thirty (30) days after the commencement of its property; any proceedings against Lessee 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 settlementLessee’s guarantor seeking reorganization, arrangement, composition, readjustment, composition liquidation, dissolution or extension similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator of it or all of or any substantial part of its debts upon respective assets and properties, such appointment shall not be vacated; (vii) Lessee or any termsguarantor of Lessee shall suffer an adverse change in its financial condition after the date hereof as determined by Lessor in its sole discretion, or there shall occur a substantial change in ownership of the outstanding stock of the Lessee, any subsidiary of Lessee or a substantial change in its board of directors, members or partners; (viii) Lessee shall be in default of any other Schedule or agreement executed with Lessor or under any agreement with any other party that in Lessor’s sole opinion is a material agreement; or if shall fail to sign and deliver to Lessor any action document requested by Lessor in connection with this Master Agreement or petition is otherwise brought shall fail to do anything determined by Lessor to be necessary or desirable to effectuate the Company seeking similar relief transaction contemplated by this Master Agreement or alleging that it is insolvent to protect Lessor’s rights and interest in this Master Agreement and Equipment; or unable shall fail to pay its debts provide financial statements to Lessor as they mature; provided for in Section 15 (eb) the Company is in default on indebtedness hereof. (ix) Lessee breaches any license or other agreement for software. (x) Failure of Lessee to another person, the amount promptly execute and deliver to Lessor any document required under Section 10 of such indebtedness exceeds $250,000 and the acceleration this Master Agreement. (b) Lessee shall immediately notify Lessor of the maturity occurrence of such indebtedness an Event of Default or any event that would have a material adverse effect upon the Company; or (f) a sale become an Event of all or substantially all of the assets of the Company unless waived in writing by the LenderDefault. Upon the occurrence happening of any Event of Default, Lessor may declare the Lessee to be in default. Upon a declaration of default, Lessor may immediately apply the Security Deposits (as defined and set forth in Section 18) to any one or more of the obligations of Lessee to Lessor, including unpaid rent, fees, costs, charges, expenses and/or the Stipulated Loss Value or as otherwise provided for in any Schedule to this Master Agreement. The application of the Security Deposits shall not be in lieu of, but shall be in addition to all other remedies available to Lessor under the Master Agreement and applicable law. Lessee authorizes Lessor at any time thereafter, with or without terminating the Lease, to enter any premises where the Equipment may be and take possession of the Equipment. Lessee shall, upon such declaration of default, without further demand, immediately pay Lessor an amount which is equal to (i) any unpaid amount due on or before Lessor declared the Lease to be in default, plus (ii) as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of the date the last Base Monthly Rental payment was due prior to the date Lessor declared the Lease to be in default, together with interest, as provided herein, plus (iii) all attorney and court costs incurred by Lessor relating to the enforcement of its rights under the Lease. After an Event of Default, at the Lender request of Lessor and to the extent requested by Lessor, Lessee shall immediately comply with the provisions of Section 6(d) and Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, without having the Equipment present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or part of the Equipment, subject, however, to its obligation to mitigate damages. The proceeds of sale, lease or other disposition, if any, of the Equipment shall be applied: (1) to all Lessor’s costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Equipment including actual attorney fees; then (2) to the extent not previously paid by Lessee, to pay Lessor the Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any unpaid rent which accrued to the date Lessor declared the Lease to be in default and indemnities then remaining unpaid under the Lease; then (3) to reimburse to Lessee Stipulated Loss Value previously paid by Lessee as liquidated damages; and (4) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2) immediately. If Lessee breaches Section 19(l) of this Master Agreement with regard to Software (as hereinafter defined), Lessee shall be liable to Lessor for additional damages in an amount equal to the original purchase price paid by Lessor for the Software, and in addition, at Lessor’s option, Lessor shall be entitled to declare injunctive and other equitable relief. The exercise of any of the amounts owed foregoing remedies by Lessor shall not constitute a termination of the Company Lease unless Lessor so notifies Lessee in writing. Lessor may also proceed by appropriate court action, either at law or in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the breach of the Lease. Upon the happening of an Event of Default by Lessee with regard to Software under Section 19(l) of this Lease, Lessor may elect any of the following remedies: (i) by notice to Lessee, declare any License agreement with respect to Software terminated, in which event the right and License of Lessee to use the Software shall immediately terminate and Lessee shall thereupon cease all use of the Software and return all copies thereof to Lessor or original Licensor; (ii) have access to and disable the Software by any means deemed necessary by Lessor, for which purposes Lessee hereby expressly consents to such access and disablement, promises to take no action that would prevent or interfere with Lessor’s ability to perform such access and disablement, and waives and releases any and all claims that it has or might otherwise have for any and all losses, damages, expenses, or other detriment that it might suffer as a result of such access and disablement. Lessee agrees that the detriment that Lessor will suffer as a result of a breach by Lessee of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, and therefore Lessor shall be entitled to injunctive and other equitable relief to enforce the provisions of this paragraph. LESSEE AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE LESSOR’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, OR TO DISPOSE OF THE SOFTWARE BY SALE, RE-LEASE OR OTHERWISE. (c) The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of any future breach of the same or any other obligation. The subsequent acceptance of rental payments under the Note Lease by Lessor shall not be deemed a waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under Section 16 shall be cumulative and concurrent and shall be in addition to every other right or remedy provided for the Lease or now or later existing in law (including as appropriate all the rights of a secured party or lessor under the Uniform Commercial Code) or in equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the simultaneous or later exercise of any or all other rights or remedies. (d) In the event Lessee shall fail to perform any of its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to do so, at the cost and expense of Lessee. In any such event, Lessee shall promptly reimburse Lessor for any such costs and expenses incurred by Lessor. (e) In the event Lessor believes in good faith that the Equipment is in danger of misuse, abuse or confiscation or to be in any other way threatened; or believes in good faith that the Equipment is no longer sufficient or has declined or may decline in value; or believes in good faith for any other reason that the prospect for payment or performance has become impaired, Lessor shall have the right, in its sole discretion, to either require additional collateral or declare the entire indebtedness under any Schedule immediately due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

Default Remedies. A “Upon the occurrence and continuation of an Event of Default” shall exist if , without any presentment, demand, protest, notice of the following occurs protest and is not remedied (i) nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller’s right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall be false reasonably deem satisfactory, any or misleading all right, title and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this Pledge Agreement, or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if the Company becomes insolvent as defined an Event of Default specified in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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; (eSections 9.1(e) the Company is in default on indebtedness to another person, the 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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived by waived, notwithstanding anything contained herein to the Company)contrary.

Default Remedies. A “Upon the occurrence of an Event of Default” shall exist if , without any presentment, demand, protest, notice of the following occurs protest and is not remedied (i) nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in the case of events described in clause (a) belowits sole and absolute discretion, 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 thereofimmediately: (a) failure of the Company punctually terminate or suspend Seller's right hereunder to make submit any payment of any amount payable under the Note, whether at maturity, or at a date fixed Request to Bank for any prepayment or partial prepayment, or by acceleration, or otherwiseBank to purchase Participation Interests; (b) any statement, representation, or warranty pursuant to the power of the Company made attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall be false reasonably deem satisfactory, any or misleading all rights, titles and interest of Bank and Seller in and to any material respect as of or all Participated Mortgage Loans and apply the date madeproceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) failure of the Company punctually exercise its rights and fully to comply with remedies under any of its covenants in this AgreementPledge Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if the Company becomes insolvent as defined an Event of Default specified in the Georgia Uniform Commercial Code or makes an assignment for the benefit of 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; (eSections 9.1(e) the Company is in default on indebtedness to another person, the 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 Defaultoccurs, the Lender fees and other sums due hereunder shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both without any action by Bank and payable without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived by waived, notwithstanding anything contained herein to the Company)contrary.

Default Remedies. A (a) As used herein, the term “Default” shall exist if means any of the following occurs and is not remedied events: (i) in the case of events described in clause (a) below, Lessee fails to pay any Rent or other amount due under a Lease within 15 ten days after notice from the Lender to the Company thereof, and same shall have become due; (ii) in the case of events described in clauses (b) through (h) below Lessee 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 Guarantor becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of its 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 (iii) a receiver, trustee, interim trusteeconservator or liquidator of Lessee or any Guarantor of all or a substantial part of Lessee’s or such Guarantor’s assets is appointed with or without the application or consent of Lessee or such Guarantor, receiver, or other custodian for any of its propertyrespectively; or if the Company commences (iv) 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 filed by the Company seeking or against Lessee or any Guarantor under any bankruptcy, insolvency or similar relief or alleging that it is insolvent or unable to pay its debts as they maturelaw; (ev) the Company Lessee or any Guarantor violates or fails to perform any provision of either this Lease or any other loan, lease or credit agreement or any acquisition or purchase agreement with Lessor or any other party; (vi) any warranty or representation made by Lessee herein proves to have been false or misleading when made; (vii) there is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon change in Lessee’s or any Guarantor’s financial condition since the Companyrelated Rent Commencement Date; (viii) Lessee or (f) a sale any Guarantor merges or consolidates with any other corporation or entity, or sells, leases or disposes of all or substantially all of its assets without the assets prior written consent of the Company unless waived in writing Lessor; (ix) Lessee or any Guarantor, if an individual, dies or, if not an individual is dissolved; or (x) any filing by the Lender. Upon the occurrence Lessee of a Default, the Lender shall be entitled to declare termination statement for any of the amounts financing statement filed by Lessor while any obligations are owed by the Company Lessee under the Note due a Lease. A Default with respect to any Lease shall, at Lessor’s option, constitute a Default for all Leases and payable, whereupon they immediately will become due any other agreements between Lessor and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company)Lessee.

Default Remedies. A “Default” shall exist if any Upon the occurrence of an Event of ---------------- Default and provided that such Event of Default has not previously been cured by the following occurs and is not remedied Borrower, BOIA may (i) declare its commitment to make Advances hereunder to be terminated and/or declare the entire principal of and all interest accrued on the Note to be, and the Note, together with all other Obligations, shall thereupon become, forthwith due and payable, without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are expressly waived, in which event Borrower shall immediately repay the case entire principal amount of events described all outstanding Advances, together with all accrued but unpaid interest on the Note at the rate specified in clause (a) belowSection 2.8(c), within 15 days after notice by borrowing such -------------- amount from the Lender pursuant to the Company thereofBackup Gestation Agreement, or from any other source, and (ii) exercise any other right or remedy available at 211 law or pursuant to any Loan Document. Notwithstanding the foregoing, if an Event of Default specified in the case of events described in clauses Section 8.1(f), (b) through g), (h) below or elsewhere in this Agreement(n) occurs, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually BOIA's ------------------------------- commitment 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 Advances hereunder shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually automatically 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 assignment for the benefit of 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 immediately terminate and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of Note and all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender other Obligations shall be entitled to declare any of the amounts owed by the Company under the Note become automatically and immediately due and payable, whereupon they immediately will become due both as to principal and payable interest, without any action by BOIA and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or protest of intent to accelerate, or any other notice of any kind (kind, all of which are hereby expressly waived waived, anything contained herein or in the Note to the contrary notwithstanding, and Borrower shall immediately repay the entire principal amount of all outstanding Advances, together with all accrued but unpaid interest on the Note at the rate specified in Section 2.8(c), by borrowing such amount from the Company)Lender pursuant to the -------------- Backup Gestation Agreement, or from any other source.

Default Remedies. A “Lessee shall be deemed to be in default hereunder ("Default” shall exist ") if any of the following occurs and is not remedied (i) in the case of events described in clause (a) belowLessee refuses, within 15 days after notice from without justification, to accept delivery of the Lender to the Company thereof, Equipment as provided in Section 4 hereof and (ii) in the case of events described in clauses execute and deliver an Acceptance Letter therefor; or (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 Lessee shall fail to make any payment of any amount payable under hereunder within five (5) days after the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwisesame shall have become due; (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; or (c) failure of the Company punctually and fully Lessee shall fail to comply with any the provisions of its covenants in this AgreementSection 8 hereof; or (d) if Lessee shall fail to perform or observe any other covenant or agreement made by it hereunder and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof to Lessee by Lessor; or (e) Lessee shall consent to the Company becomes insolvent appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property, or shall admit in writing its inability to pay its debts generally as defined in the Georgia Uniform Commercial Code they come due, or makes an shall make a general assignment for the benefit of creditors; , or if shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any action is brought by bankruptcy laws (as now or hereafter in effect) or an answer admitting the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment material allegation of a trustee, interim trustee, receiverpetition filed against Lessee in any such proceeding, or other custodian for any of its property; or if the Company commences a Lessee shall by voluntary case petition, seek relief under the Federal Bankruptcy Code; provisions of any other now existing or if any future bankruptcy or other similar law providing for the reorganization or arrangement proceeding is instituted by the Company windingup of corporations, or providing for the settlementan agreement, readjustmentcomposition, composition extension or extension of any of adjustment with 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; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Companycreditors; or (f) a sale an order, judgment or decree shall be entered by any court of all or substantially all competent jurisdiction appointing, without the consent of the assets Lessee, a receiver, trustee, or liquidator of Lessee or of any substantial part of its property, or any substantial part of the Company unless waived in writing by the Lender. Upon the occurrence property of a Default, the Lender Lessee shall be entitled to declare any sequestered or judgment or decree of appointment or sequestration shall remain in force undismissed, unstayed or unvacated for a period of sixty (60) days after the amounts owed by the Company date of entry thereof; or (g) a petition against Lessee in proceedings under the Note due federal bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall be filed and payableshall not be withdrawn or -------------------------------------------------------------------------------- THIS IS PAGE 7 OF 17 PAGES OF THIS AGREEMENT -------------------------------------------------------------------------------- (j) Lessee shall be in default under any obligation for the payment of borrowed money, whereupon they immediately will become due and payable without presentment, demand, notice for the deferred purchase price of property or protest for the payment of any kind (all of which are expressly waived rent under any lease agreement covering real or personal property, and the applicable grace period with respect thereto shall have expired and the obligation shall not be contested in good faith by the Company)appropriate legal proceedings.