Common use of Default Remedies Clause in Contracts

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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administrator, or similar officer is appointed in respect of Seller or any asset of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made to a court for an order, an order is made, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigation.

Default Remedies. Each The occurrence of one or more of the following constitutes events shall constitute a material default and breach of this Lease by Tenant: (A) Failure by Tenant to make payment of any Rent herein agreed to be paid or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of ten (10) days; (B) The making by Tenant of any assignment or arrangement for the benefit of creditors; (C) The filing by Tenant of a petition in bankruptcy or for any other relief under the Federal Bankruptcy Law or any other applicable statute; (D) The levying of an event attachment, execution of “Default” other judicial seizure upon the Tenant's property in or interest under this lease, which is not satisfied or released or the enforcement thereof stayed or superseded by Seller: an appropriate proceeding within thirty (a30) days thereafter; (E) The filing of an involuntary petition in bankruptcy or for reorganization or arrangement under the Federal Bankruptcy Law against Tenant and such involuntary petition is not withdrawn, dismissed, stayed or discharged within sixty (60) days from the filing thereof; (F) The appointment of a Receiver or Trustee to take possession of the property of Tenant or of Tenant's business or assets and the order or decree appointing such Receiver or Trustee shall have remained in force undischarged or unstayed for thirty (30) days after the entry of such order or decree; (G) The vacating or abandonment of the Premises. EXHIBIT 10.26 (H) The failure by Tenant to complete Services perform or deliver Goods within observe any other term, covenant, agreement or condition to be performed or kept by the time Tenant under the terms, conditions, or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreementlease, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of such a failure shall continue uncorrected for thirty (30) days after written notice thereof has been given by Landlord to comply with a creditor's statutory demand; (d) if a controller (as defined the Tenant. Then and in section 9 any such event Landlord shall have the right, at the option of the Corporations ▇▇▇ ▇▇▇▇ Landlord, then or at any time thereafter while such default or defaults shall continue, to elect either (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c1) to (f) inclusive, cure such default or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition defaults at its own expense and without prejudice to any other right or remedy remedies which it may have at law or in equity: (i) terminate the relationship and/or might otherwise have, any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s 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 payment made or expenses incurred by BuyerLandlord in curing such default with interest thereon at eighteen percent (18%) per annum to be and become additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter; or (v2) require Seller to correct re-enter the Premises, without notice, and dispossess Tenant and anyone claiming under Tenant by summary proceedings or cure any non-conformity at Seller’s expense. Seller agrees otherwise, and remove their effects, and take complete possession of the Premises and either (a) declare this Lease forfeited and the Lease Term ended, or (b) elect to cooperate continue this Lease in full force and effect, but with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time thereafter to require adequate assurances of Seller’s performancedeclare this Lease forfeited and the Lease Term ended. In any action such re-entry the Landlord may, with or proceeding between without process of law, remove all persons from the partiesPremises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to the Landlord. Should Landlord declare this Lease forfeited and the Lease Term ended, the prevailing party will Landlord shall be entitled to recover from Tenant the Rent and all other sums due and owing by Tenant to the date of termination, plus the costs of curing all of Tenant's defaults existing at or prior to the date of termination, plus the cost of recovering possession of the Premises, plus the deficiency, if any, between Tenant's Rent for the balance of the Lease Term provided hereunder and the Rent obtained by Landlord under another lease for the Premises for the balance of the Lease Term remaining under this lease. Landlord shall use its legal fees, expensesbest efforts to rent the Premises with or without advertising, and on the best tams available for the remainder of the Lease Term hereof, or for such longer or shorter period as Landlord shall deem advisable. Tenant shall remain liable for payments of all Rent and other charges and costs imposed on Tenant herein, in the amounts, at the times and upon the conditions as herein provided, but Landlord shall credit against such liability of litigationthe Tenant all amounts received by Landlord from such reletting after first reimbursing itself for all costs incurred in curing Tenant's defaults and re-entering, preparing and refinishing the Premises for reletting, and reletting the Premises, and for the payment of any procurement fee or commission paid to obtain another tenant, and for the attorney fees and legal costs incurred by Landlord.

Default Remedies. Each A. Failure by the LESSEE to perform or abide by any material term, provision, covenant, agreement, undertaking or condition of this LEASE, after the following constitutes an event expiration of all applicable grace and notice periods, if any, set forth in this LEASE, including Paragraph 4.A above, shall constitute a material default (a “Default” by Seller: (a”) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (LEASE for any purpose), bankrupt, insolvent, or unable to pay its debts which the LESSOR may exercise all such rights and remedies as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any provided at law. Upon Seller’s Default, Buyer may immediately, in addition to any other right equity or remedy it may have at law or in equity: under this LEASE (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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no the foregoing materiality standard for the failure to perform or abide by a term, provision, covenant, agreement, undertaking or condition of this LEASE shall not apply to any such waivers matter that is already qualified to a materiality standard). Without limiting the foregoing, notwithstanding the notice and cure rights under Paragraph 4.A above, the failure of LESSEE to comply with any of the following within the cure period, if any, specified for any such breach or extensions will be binding unless failure, shall constitute an immediate Default by LESSEE under this LEASE: (1) Failure of LESSEE to pay any installment of Rent hereunder when payment is due. Notwithstanding the foregoing, LESSEE shall have one (1) five day grace period following written notice of non-payment from LESSOR of one installment of Rent in writing any twelve (12) month period during the Term of this LEASE. (2) Failure of LESSEE to pay any Additional Rent or other monetary obligation within five (5) days following LESSOR’s written demand therefore. (3) Failure of LESSEE to maintain all insurance coverages required hereunder in full force and signed by Buyer’s authorized representative. Buyer will effect at all times during the Term of this LEASE. (4) Failure of the LESSEE to replenish the Security Deposit in accordance with Paragraph 33.B. of this LEASE. B. Upon the occurrence of a Default under this LEASE, LESSOR shall have the right at any time right, with or without notice or demand, to require adequate assurances of Seller’s performance. In any action exercise all such rights and remedies granted or proceeding between the partiesavailable under this LEASE, the prevailing party will laws of the State of Florida, federal law and/or common law (including, without limitation, the right to terminate this LEASE) without limiting any of the other remedies that LESSOR may have under this LEASE. C. Mediation: In the event a dispute arises which the Parties cannot resolve between themselves, the Parties shall have the option to submit to non-binding mediation. The mediator or mediators shall be entitled to recover all its legal feesimpartial, expensesshall be selected by the Parties, and other costs the cost of litigationthe mediation shall be borne equally by the Parties. The mediation process shall be confidential to the extent permitted by law.

Default Remedies. Each of the following constitutes events shall constitute an event "Event of “Default” by Seller: " hereunder: (a) failure Company shall fail to complete Services make any payment of principal or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; interest due hereunder (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including other than as a result of the provisions of Section 3 or 4 above) and such failure shall have continued uncured for a period of at least thirty (30) days; or (b) Company shall fail to perform any covenant or agreement provided for in this Note, and such failure to comply with shall continue uncured for a creditor's statutory demandperiod of at least thirty (30) days following written notice from Maxtor; or (c) Any Reorganization Proceeding (i) shall be commenced by Company or any Guarantor or (ii) shall be commenced against Company or any Guarantor and the same shall not have been rescinded or stayed within ninety (90) days; or (d) Any default shall occur under (i) any agreement or instrument evidencing the Indebtedness under the Bank Credit Facility, if a controller (as defined in section 9 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 Corporations ▇▇▇ ▇▇▇▇ Indebtedness under the Bank Credit Facility to accelerate, the maturity of such Indebtedness; or (Cth))ii) any agreement or instrument evidencing Senior Indebtedness other than the Bank Credit Facility, receiverif (x) such default results from the failure to make a payment when due, receiver (y) such default shall continue after any applicable grace period and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator(z) the effect of such event is to accelerate, or similar officer 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 appointed 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 Seller the Subordinated Notes, then the Event of Default under this Note resulting therefrom shall automatically be deemed waived or any asset of Sellercured; (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; or (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller Any default shall occur under any lawGuaranty, if such default shall continue after any applicable grace period. Upon Seller’s the occurrence and during the continuance of any Event of Default, Buyer may immediately, in addition to any other right or remedy it may have at law or in equity: then (i) terminate Maxtor shall have the relationship and/or right to declare immediately due and payable all or any pending Orders with Seller and obtain a return portion of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery the outstanding principal balance 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 sourcethis Note, in which case Seller will such principal balance and accrued and unpaid interest thereon shall immediately be liable due and payable, and (ii) at Maxtor's option upon notice to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiesCompany, the prevailing party will interest rate otherwise applicable to this Note shall be entitled increased by two percent (2%). Maxtor shall also have such other rights as may be available to recover all its legal feesMaxtor under applicable law. Notwithstanding the foregoing, expensesso long as any Senior Indebtedness has not been paid in full in cash, and other costs of litigationMaxtor shall have no right to accelerate amounts due hereunder.

Default Remedies. Each (a) The Applicant shall be in default under this Agreement upon the occurrence of any of the following constitutes an event (i) any failure by the Applicant to pay or perform when and as due hereunder any of “Default” by Seller: its [illegible] or liabilities under this Agreement or any other agreement with the issuer or instrument delivered to the issuer, including without limitation the Application's [illegible] to pay [illegible] as sums due to the issuer (aii) any failure to complete Services furnish upon the issuer's demand, additional security satisfactory to the issuer, (iii) any failure to the furnish upon demand any financial information the issuer may request or deliver Goods within to permit an inspection of Applicant's books, records and accounts at any reasonable time, (iv) any act or event evidencing or reasonably appearing to evidence the time bankruptcy reorganization, rehabilitation arrangement liquidation, insolvency or financial instability of any party, hereto signing as an Applicant or any guarantor thereof, (v) any material misrepresentation made in connection with the quality specified Credit; (vi) any default by Applicant under any agreement involving the borrowing of money or guaranteed the containing of credit (vi) the death of a guardian conservator or similar representative of any party signing as an Applicant or of any guarantor thereof or (viii) any other act, event or occurrence which in this Agreement; the issuer's sole judgment impairs the issuers security or increases its risk. (b) failure Upon default all obligations and liabilities of the Applicant to comply the issuer of whatever nature whether contingent or absolute shall become immediately due and payable without [illegible] notice or demand and without notice or intention to accelerate or notice of acceleration, all of which are hereby waived and, without [illegible] the foregoing and any other rights of the issuer hereunder the Applicant shall immediately pay to the issuer an amount equal to the available undrawn amount of the Credit. The issuer shall have all the rights and remedies of a secured party under the uniform Commercial Code, and in addition to such rights and remedies, the Applicant further agrees that any default under this Agreement shall also be a default under all other agreements with any provisions of this Agreement, including breach of any warranty or guarantee; the issuer. (c) All amounts due and payable shall accrue from and including the date such amount is paid or incurred by the issuer until payment if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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, orfull, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (iithe rate per annum set forth in Section 3(b)(ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationhereof.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (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”): (i) the Company’s failure to complete Services pay any payment of principal or deliver Goods within the time or interest as and when due in accordance with the quality specified terms of this Note; (ii) default by the Company in the punctual performance of any other obligation, covenant, term or guaranteed provision contained in this Note, or the representations and warranties under the Purchase Agreement or that certain Note Purchase Agreement dated December 20, 2013, by and among the Company and the other parties named therein (the “Prior 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 Bridge Notes; (iii) (A) the Company’s liquidation, dissolution, termination of existence, insolvency or business failure; the appointment of a receiver of all or any part of the property of the Company; (B) the Company commences 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 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 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 Company that results in the entry of an order for relief or that remains undismissed, undischarged or unbonded within 30 days of commencement; (D) the Company is unable to meet its debts as they become due, or (E) the Company suspends its operations other than in the ordinary course of business; (iv) any default 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 or the Prior Purchase Agreement, proves to have been false in any material respect when made or furnished; and (b) failure to comply with any provisions The entire unpaid principal balance of this Agreement, including breach Note and all accrued interest on such unpaid principal balance shall immediately be due and payable at the option of the Holder upon the occurrence of any warranty one or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 more of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver Events of Default 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances after the occurrence of Seller’s performance. In any action one or proceeding between more of the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs Events of litigationDefault.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure If (i) Purchaser shall default in the performance any of its obligations to complete Services be performed on the Closing Date for any reason other than a default by Seller under this Agreement or deliver Goods within (ii) Purchaser shall default in the time performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (ii) only, such default continues for ten (10) days (unless otherwise provided herein) after Purchaser receives written notice thereof from Seller, then Purchaser shall forfeit to Seller all of its right, title and interest in and to the Deposit paid hereunder, and Purchaser shall have no further liability to Seller (except for the Surviving Obligations). The Parties have agreed that the actual damages suffered by Seller would be extremely difficult or with impracticable to ascertain. After negotiation, the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions Parties have agreed that, considering all the circumstances existing on the date of this Agreement, including breach the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in such an event and that the aforesaid payment of the Deposit is liquidated damages hereunder and not a penalty. The provisions of this Paragraph 18(a) shall not limit or affect any of Purchaser’s indemnities as provided in Paragraphs 14, 20 and 21 of this Agreement. (b) If (i) Seller shall refuse or fail to convey the Property to Purchaser in violation of Seller’s obligations hereunder or shall otherwise default in the performance of any warranty of its obligations to be performed on the Closing Date for any reason other than a default by Purchaser under this Agreement, or guarantee(ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (ii) only, such default continues for ten (10) days (unless otherwise provided herein) after Seller receives written notice thereof from Purchaser, then Purchaser, as its sole remedies hereunder, shall have the right to: (i) terminate this Agreement and receive a return of the Deposit; or (ii) seek specific performance; or (iii) waive such breach or default and proceed to Closing. In the event that Purchaser elects to seek specific performance under (ii) above, Purchaser shall bring such action within sixty (60) days after the scheduled Closing Date, or else such remedy shall be deemed waived; and unless otherwise expressly required pursuant to this Agreement or by applicable law, in no event shall Seller be obligated to undertake any of the following: (1) change the condition of the Property or restore the same after any fire or casualty; (2) secure any governmental permit, approval, or consent with respect to the Property or Seller’s conveyance thereof; or (3) expend any money to repair, improve, remediate or alter the Property or any portion thereof. If Purchaser shall not institute an action for specific performance within sixty (60) days after the scheduled Closing Date, time being of the essence, and Purchaser has not elected to waive such default by Seller, Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (i) above. Anything herein to the contrary notwithstanding, in the event any willful act of Seller shall preclude Purchaser from obtaining specific performance of Seller’s obligations hereunder, then in addition to the remedies described in this Paragraph and the remedies available at law, in equity or otherwise, Seller shall, no later than fifteen (15) days following Purchaser’s demand therefor and delivery to Seller of paid invoices evidencing the costs incurred by Purchaser, reimburse Purchaser for any and all actual costs incurred by Purchaser, in an amount not to exceed Five Hundred Thousand and 00/100 ($500,000.00) Dollars in the aggregate, in connection with the transaction contemplated hereby, including, without limitation, reasonable attorneys’ fees and due diligence costs. The provisions of this Paragraph 18(b) shall not limit or affect any of Seller’s indemnity as provided in Paragraph 14 of this Agreement. (c) if Seller is, or admits in writing that it is, or is declared In no event shall either Party be liable to be, or is taken under any applicable law to be (the other Party for any purpose)punitive, bankruptspeculative or consequential damages. (d) Notwithstanding any limitation of remedies above, insolventif, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (Cth))default under this Agreement, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect of either Seller or Purchaser retains an attorney to enforce its rights and prevails in any asset of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made to a court for an orderfinal judgment, an order is made, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for defaulting party shall reimburse the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 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) rejectdefaulting party for all reasonable attorneys’ fees, 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 court costs or and other legal expenses incurred by Buyer; or (v) require Seller to correct or cure any the non-conformity at Seller’s expensedefaulting party in connection with the default. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services This Paragraph 18(d) shall survive Closing or purchase replacement Goods. In such case, Buyer will pay for that portion the termination of Services previously completed by Seller, subject to the 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationthis Agreement.

Default Remedies. Each 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 be due and payable, and/or proceed to protect and enforce any other legal or equitable right or remedy of the Equityholder; provided that in the case of 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 constitutes shall constitute an event of “Default” by Seller: ”: (a) failure GTY fails to complete Services pay timely any of the principal amount due under this Note on the date the same becomes due and payable, or deliver Goods within the time any accrued interest or with the quality specified or guaranteed in this Agreement; any other amount when due; (b) failure 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 comply 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 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 (B) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any provisions substantial part of this Agreementits assets, including breach or GTY makes a general assignment for the benefit of its creditors; (ii) there is commenced against GTY any warranty case, proceeding, or guaranteeother 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 seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or 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 (cv) if Seller isGTY is generally not, or shall be unable to, or admits in writing that it isits inability to, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall become due, including as a result of a failure to comply with a creditor's statutory demand; ; (d) if a controller GTY fails to pay when due any of its indebtedness having an aggregate principal of at least $250,000 (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)other than indebtedness arising under this Note), receiveror any interest or premium thereon, receiver and managerwhen due (whether by scheduled maturity, voluntary administratoracceleration, liquidator, provisional liquidator, scheme administratordemand, or similar officer is appointed otherwise) and such failure continues after the applicable grace period, if any, specified in respect of Seller the agreement or any asset of Sellerinstrument relating to such indebtedness; or (e) one or more judgments or decrees shall be entered against GTY in an application (aggregate amount of at least $250,000 and all of such judgments or decrees shall not withdrawn or dismissed within 7 days) is made to a court for an orderhave been vacated, an order is made, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusivedischarged, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to any other right stayed or remedy it may have at law or in equity: (i) terminate bonded pending appeal within 30 days from 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationentry thereof.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure Lessor may in writing declare this Agreement in default ("Default") if: (i) Lessee breaches its obligation to complete Services pay Rent or deliver Goods any other sum as and when due and fails to cure the breach within 5 Business Days after the time date such amount was due; (ii) Lessee fails to maintain its insurance coverage required under Section 10; (iii) Lessee breaches any of its other covenants or with the quality specified obligations hereunder (excluding those covenants and obligations covered by clauses (i) and (ii) above and clauses (v), (xiii), (xviii) and (xx) below) and Lessee fails to cure such breach within 30 days after written notice thereof; (iv) any representation or guaranteed warranty made by Lessee, ▇▇▇▇▇▇▇, C&A and/or its Subsidiary or Affiliate in this Agreement; (b) failure to comply connection with any Operative Document or Document shall be false or misleading in any material respect when made; (v) Lessee shall or shall attempt to (except as expressly permitted by the provisions of this Agreement) sell, including breach transfer, encumber (except to the extent of a Permitted Lien), or assign the Facility or the Equipment or any part thereof, or use the Facility or the Equipment for an illegal purpose or permit the same to occur; (vi) any certificate, statement, representation, warranty or guarantee; audit contained herein or heretofore or hereafter furnished with respect hereto by or on behalf of Lessee, C&A or ▇▇▇▇▇▇▇ proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified; (cvii) if Seller is, Lessee or ▇▇▇▇▇▇▇ admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due, terminates its corporate existence, or ceases to do business as a going concern; (viii) Lessee or ▇▇▇▇▇▇▇ shall file a voluntary petition in bankruptcy, concurso mercantil or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy or receivership laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against Lessee or ▇▇▇▇▇▇▇ in any such proceeding, or Lessee or ▇▇▇▇▇▇▇ shall, by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy, concurso mercantil, receivership or other similar law providing for the reorganization or liquidation of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; (ix) petition is filed against Lessee or ▇▇▇▇▇▇▇ in a proceeding under applicable bankruptcy, concurso mercantil, receivership or other insolvency laws, as now or hereafter in effect, and is not withdrawn, stayed or dismissed within 60 days thereafter, or if, under the provisions of any law providing for reorganization or liquidation of corporations which may apply to Lessee or ▇▇▇▇▇▇▇ any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or ▇▇▇▇▇▇▇ or of any substantial part of their property, and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 60 days; (x) Lessee shall have merged into, or conveyed, transferred or leased substantially all of its assets as an entirety to any Person (such Person being referred to as a "Successor" and such action(s) being referred to as an "Event"), unless prior to such Event, (i) the Successor is engaged in a similar line of business and is organized and existing under the laws of the United States of America, Mexico or any state thereof, (ii) after taking the transaction into account, the Successor or a substitute guarantor shall have a senior secured debt rating of "Ba1" or better from ▇▇▇▇▇'▇ or a rating of "BB+" or better from S&P, (iii) the Successor or any substitute guarantor has a net worth of at least $300,000,000, and (iv) the Successor executes and delivers to the Lessor an agreement containing an effective assumption by it of the due and punctual performance of the Lessee under the applicable Operative Documents to which the Lessee is a party and shall assume and perform the reporting requirements of ▇▇▇▇▇▇▇ set forth in the applicable Operative Documents to which the Lessee is a party; or (xi) there occurs (a) an Event of Default under the Credit Agreement, (b) a default by ▇▇▇▇▇▇▇ under the Guaranty or License Agreement, (c) a Construction Agency Event of Default under the CAA , (d) an Event of Default under the Floating Lien Pledge, the Stock Pledge or the Guaranty Trust, (e) a breach by the Lessee, the Guarantor or any Subordinated Creditor (as defined in the Intercompany Agreement) under the Intercompany Agreement, or (f) a breach by Supplier under the Ford Supply Agreement (as each such term is defined therein) any of which has not been duly waived or cured thereunder; (xii) if there occurs under the Site Lease or any real property lease for which Lessee is a tenant with respect to an Equipment Location (i) a payment default which has not been duly waived or cured thereunder, (ii) with respect to any such real property lease that Lessor or any Affiliate or assignees of Lessor's interest herein, individually or collectively, has no control over the exercise of any remedy, a declaration of a default for which all applicable cure periods have lapsed or the commencement of the exercise of any remedy thereunder or (iii) any expiration or termination thereof; (xiii) there occurs an expiration or termination of the Ford Supply Agreement and a replacement agreement, acceptable to Lessor, is not in full force and effect; (xiv) [Reserved]; (xv) there occurs a default beyond any applicable grace periods under (A) any other agreement between Lessor (or any Affiliate of Lessor) and Lessee or ▇▇▇▇▇▇▇ or (B) any material contract that may impact the Facility or the Equipment; (xvi) there occurs a default under any of Lessee's or under any of ▇▇▇▇▇▇▇' credit agreements or financing facilities or similar arrangements under which, in each case, any indebtedness equal to or exceeding an aggregate principal amount of $35,000,000 or more was created or is governed thereby which has not been duly waived or cured thereunder; (xvii) ▇▇▇▇▇▇▇ shall no longer, directly or indirectly, control 100% of the equity interests in Lessee or any successor entity other than as permitted by Section 12(a)(x); (xviii) Lessee shall fail to maintain or replace any Acceptable Letter of Credit in accordance with Section 17(b)(vii) of this Agreement; (xix) any Acceptable Letter of Credit shall cease to be binding on the provider thereof, shall be rendered unenforceable in any material respect, shall not have been renewed or replaced within 30 days before its expiry, or any such provider thereof shall expressly renounce or repudiate in writing its obligations thereunder (unless such Acceptable Letter of Credit has been replaced by a replacement Acceptable Letter of Credit); (a) if, in connection with any amendment, restatement, replacement or refinancing of the Credit Agreement in full as in effect on the date hereof, ▇▇▇▇▇▇▇ shall fail to use reasonable commercial efforts to provide in such new documentation to become a guarantor of Lessee's obligations hereunder under a Guaranty or (b) ▇▇▇▇▇▇▇ shall be permitted under any such documentation to provide such Guaranty and shall fail to do so promptly thereafter as practicable; (xxi) there occurs under any Schedule a Default (as such term is defined therein); (xxii) the direct or indirect contest by the Lessee of the validity of the Lien granted in favor of, or for the benefit of, Lessor in any of the Operative Agreements (including the Floating Lien Pledge), or the taking of any action by the Lessee to repudiate, or purport to discontinue or terminate this Agreement or any of the other Operative Documents; or (xxiii) if this Agreement or any of the other Operative Documents shall cease (1) to be a legal, valid and binding obligation, or (2) to be in full force and effect. Such declaration shall apply to all Schedules except as specifically excepted by Lessor. Any provision of this Agreement to the contrary notwithstanding, Lessor may exercise all rights and remedies hereunder independently with respect to each Schedule. (b) After any Default shall have occurred: (i) at the request of Lessor, Lessee shall comply with the provisions of Section 11(a) hereof; (ii) Lessee hereby authorizes Lessor to enter any premises where the Facility or any Equipment is located and take possession thereof; (iii) Lessee shall, without further demand, forthwith pay to Lessor (A) as a contractual penalty (▇▇▇▇ convencional), the Stipulated Loss Value of the Facility and the Equipment (calculated in accordance with Annex C of the applicable Schedule as of the Payment Date next preceding the declaration of default), plus (B) an amount equal to all Rent (including Basic Term Rent) and other sums then due hereunder; provided, however that in the event of an early termination of the Site Lease or the Ford Supply Agreement (other than as a result of a failure an intentional or grossly negligent breach by Lessee of any of its obligations thereunder or any other matter within Lessee's control), so long as no other Default has occurred and be continuing, Lessee shall be given the right to comply with a creditor's statutory demand; purchase the Facility or the Equipment within thirty (d30) if a controller (as defined in section 9 days after such early termination on an AS IS, WHERE IS BASIS for the greater of the Corporations ▇▇▇ ▇▇▇▇ Fair Market Value or the Stipulated Loss Value, plus all applicable sales taxes, together with any Rent (Cth)including Basic Term Rent) or other sums then due hereunder on such date and during such thirty (30) day period, Lessor shall forbear from exercising any of its rights or remedies under this Section 12; (iv) Lessor may, but shall not be required to, retain the Environmental Consultant to undertake an Environmental Evaluation at Lessee's expense; and (v) Lessor may, but shall not be required to, sell the Facility or the Equipment, or any portion thereof, at private or public sale, in bulk or in parcels, with or without notice, and without having the Facility or 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 Facility or the Equipment; and Lessor may use Lessee's premises, until all amounts due hereunder have been paid, for any or all of the foregoing without liability for rent. The proceeds of sale, lease or other disposition, if any, together with the aggregate proceeds obtained by Lessor from one or more drawings under an Acceptable Letter of Credit made pursuant to Section 12(c), receivershall be applied in the following order of priorities: (A) first, receiver to pay all of Lessor's costs, charges and managerexpenses incurred in taking, voluntary administratorremoving, liquidatorholding, provisional liquidatorrepairing and selling, scheme administratorleasing or otherwise disposing of the Facility or the Equipment; then, (B) second, to the extent not previously paid by Lessee, to pay Lessor all amounts due from Lessee hereunder; then, (C) third, to reimburse to Lessee any sums previously paid by Lessee to Lessor as a contractual penalty pursuant to Section 12(b)(iii); then, (D) fourth, to reimburse to Lessee any sums obtained by Lessor from one or similar officer is appointed more drawings under an Acceptable Letter of Credit pursuant to Section 12(c) in respect excess of Seller or application of such sums against any asset amounts due to Lessor from Lessee hereunder (including any application of Sellersuch sums to the payment of contractual penalties); and (eE) an application fifth, any surplus shall be retained by Lessor. Lessee shall pay any deficiency in clauses (not withdrawn or dismissed within 7 daysA) is made to a court for an order, an order is made, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; and (fB) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections forthwith. (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in In addition to the foregoing rights but subject to Section 12(b)(iii), after a Default shall have occurred, and without limitation of any other right or remedy it may have at law or in equity: of the foregoing remedies, Lessor (i) may terminate or cancel this Agreement as to the relationship and/or Facility or any pending Orders with Seller and obtain a return or all of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been curedthe Equipment; (ii) take possession shall be entitled to make a drawing under any Acceptable Letter of any of Buyer’s samples Credit for the maximum amount available thereunder and materials held by Seller; apply the proceeds thereof to satisfy Lessee's obligations hereunder and under the other Documents, (iii) finish Services may exercise any of its rights under the License Agreement, or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 maycan, in its sole discretion, extend elect to exercise any or all of its rights under the delivery Guaranty Trust and the Stock Pledge, with respect to the Lessee's Stock, and/or under the Floating Lien Pledge, with respect to any of the property, permits or completion schedule other interests of Lessee covered thereby which relate to the Facility or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expensesEquipment. (d) The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each other costs or any remedies at law. If permitted by Applicable Laws, Lessee shall pay reasonable attorney's fees actually incurred by Lessor in enforcing the provisions of litigationthis Agreement and any ancillary documents. Waiver of any Default shall not be a waiver of any other or subsequent default. (e) Unless previously terminated, upon payment of all amounts due hereunder, this Agreement shall terminate.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure Lessor may in writing declare this Agreement in default ("Default") if: (i) Lessee breaches its obligation to complete Services pay Rent or deliver Goods any other sum as and when due and fails to cure the breach within 5 Business Days after the time date such amount was due; (ii) Lessee fails to maintain its insurance coverage required under Section 10 hereof; (iii) Lessee or Guarantor breaches any of its other obligations hereunder or under the Guaranty and fails to cure that breach within 30 days after written notice thereof; (iv) any representation or warranty made by Lessee or Guarantor in connection with this Agreement shall be false or misleading in any material respect; (v) Lessee shall or shall attempt to (except as expressly permitted by the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement) sell, including breach transfer, encumber (except to the extent of a Permitted Lien), or assign, any Equipment or any part thereof, or use any Equipment for an illegal purpose or permit the same to occur; (vi) any certificate, statement, representation, warranty or guarantee; (c) if Seller isaudit contained herein or heretofore or hereafter furnished with respect hereto by or on behalf of Lessee or Guarantor proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified, or having omitted any substantial contingent or unliquidated liability or claim against it; (vii) Lessee or Guarantor admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall due, including become due or ceases to do business as a result going concern; (viii) Lessee or Guarantor shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy or receivership laws (as now or hereafter in effect) or an answer admitting the material allegations of a failure petition filed against Lessee or Guarantor in any such proceeding, or Lessee or Guarantor shall, by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy, receivership or other similar law providing for the reorganization or liquidation of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; (ix) petition is filed against Lessee or Guarantor in a proceeding under applicable bankruptcy laws, receivership or other insolvency laws, as now or hereafter in effect, and is not withdrawn, stayed or dismissed within 60 days thereafter, or if, under the provisions of any law providing for reorganization or liquidation of corporations which may apply to Lessee or Guarantor, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or Guarantor or of any substantial part of their property, and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 60 days; (x) Lessee or Guarantor shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased substantially all of its assets as an entirety to any Person (such actions being referred to as an "Event"), unless prior to such Event, such Person is organized and existing under the laws of the United States or any state, and executes and delivers to Lessor an agreement containing an effective assumption by such Person of the due and punctual performance of Lessee or Guarantor, as the case may be, under this Agreement; (xi) the Guaranty is repudiated, is determined to be invalid or becomes unenforceable for any reason; (xii) Unless MascoTech shall have become a Guarantor of Lessee's obligations hereunder (substantially in the form of the Guaranty), MascoTech acquires any direct Subsidiary other than Guarantor or otherwise ceases to be a holding company, the principal asset of which is the stock of Guarantor; or (xiii) There occurs under the Credit Agreement an Event of Default (as such term is defined therein) which has not been duly waived or cured thereunder. Such declaration shall apply to all Schedules except as specifically excepted by Lessor. Any provision of this Agreement to the contrary notwithstanding, Lessor may exercise all rights and remedies hereunder independently with respect to each Schedule. (b) After Default shall have occurred, at the request of Lessor, Lessee shall comply with the provisions of Section 11(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 creditorbargain and not as a penalty, the Stipulated Loss Value of the Equipment (calculated in accordance with Annex D 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 statutory demandpremises, until all amounts due hereunder have been paid, for any or all of the foregoing without liability for rent. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (A) to pay all of Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment; then, (B) to the extent not previously paid by Lessee, to pay Lessor all sums due from Lessee hereunder; then, (C) to reimburse to Lessee any sums previously paid by Lessee as liquidated damages; and (D) any surplus shall be retained by Lessor. Lessee shall pay any deficiency in clauses (A) and (B) forthwith. (c) In addition to the foregoing rights, Lessor may terminate or cancel the lease as to any or all of the Equipment. (d) if a controller The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each other or any remedies at law, in equity, or under statute. Lessee waives notice of sale or other disposition (as defined in section 9 of and the Corporations ▇▇▇ ▇▇▇▇ (Cth)time and place thereof), receiverand the manner and place of any advertising. If permitted by Applicable Law, receiver Lessee shall pay reasonable attorney's fees actually incurred by Lessor in enforcing the provisions of this Agreement and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, any ancillary documents. Waiver of any Default shall not be a waiver of any other or similar officer is appointed in respect of Seller or any asset of Seller; subsequent default. (e) an application (not withdrawn Unless previously terminated or dismissed within 7 days) is made to a court for an ordercancelled, an order is made, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 upon payment of all money already paid to Seller for Goods and Services not yet providedamounts due hereunder, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationthis Agreement shall terminate.

Default Remedies. Each The occurrence of any one or more of the following constitutes an event events (herein called "Events of “Default” by Seller: ") shall constitute a default under this Master Lease: (a) failure 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 complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreementbe unpaid for a period of thirty (30) days after notice; or (b) failure to comply with any provisions of this Agreement, including breach Default by Lessee in the performance of any other term covenant or condition of any Equipment Schedule or this Master Lease, or the inaccuracy in any material respect of any representation or warranty made by the Lessee in such Equipment Schedule or guaranteethis 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) if Seller is, The making of an assignment by Lessee for the benefit of its creditors or admits the admission by Lessee in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable of its inability to pay its debts as and when they fall become 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 Equipment or this Master Lease; or (f) Lessee ceases doing business as a going concern or abandons all or any part of the Equipment; or (g) Lessee attempts to remove, sell, transfer, part with possession or sublease any item of Equipment. Upon the occurrence of any one or more Events of Default, Lessor has the right to exercise any one or more of the following remedies, without notice of any kind: (a) declare all of the unpaid Principal Balance of the Master Lease immediately due and payable; (b) enter upon the Premises at McCracken Hall or any place where the Equipment is located and take ▇▇▇▇▇▇▇▇▇n ▇▇ all or any part of the Equipment, if this can be done without a breach of the peace, and either 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, giving 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), of the Equipment is exceeded by the 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 a failure Lessee's default; (c) terminate the Master Lease without prejudice to comply with a creditorany of Lessor's statutory demandrights; or (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to exercise any other right or remedy it may have at available to Lessor in 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigation.

Default Remedies. Each The occurrence of any of the following constitutes an event of events or circumstances shall constitute a “Default” hereunder: (i) any Credit Party shall have failed to pay when due any principal payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by Selleracceleration or otherwise), or (ii) any Credit Party shall have failed to pay when due any interest payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by acceleration or otherwise), which failure (in the case of clause (ii)) shall have continued unremedied for at least three Business Days after the date on which such payment is required to be made, (b) other than with respect to payments under the Financing Documents: (ai) failure the Borrower or any Restricted Subsidiary shall default (as principal, guarantor or other surety) in the payment of any principal of, interest on, or premium, guaranty fees or other fees payable with respect to complete Services any credit-enhancement for, any Indebtedness or deliver Goods within Contingent Obligation, which Indebtedness or Contingent Obligation is for a principal amount of at least $10,000,000 in the time aggregate (or with its equivalent in any other currency) (“Material Obligations”), and such default shall have continued for more than any applicable period of grace, (ii) any other event shall occur or condition shall exist in respect of any Material Obligation that results in (or permits the quality specified applicable creditor to cause) the acceleration of the Borrower’s or guaranteed any Restricted Subsidiary’s obligation to pay all or any portion of such Material Obligations or (iii) any Material Obligation shall be required to be redeemed, purchased or defeased (or similarly satisfied) before its otherwise scheduled payment date (or an offer to redeem, purchase or defease (or similarly satisfy) such Material Obligations shall be required to be made), in each case before the otherwise scheduled payment date, (c) any representation or warranty made by or on behalf of any Credit Party or any Credit Party Affiliate in this Agreement; , any other Financing Document or any notice or other certificate, document, Financial Statement or other statement delivered pursuant hereto or thereto shall have been untrue or incorrect in any respect when made or deemed made, (d) any Credit Party shall have failed to observe or perform any term or covenant set forth in Section 6.1(a), (g), (h),(i), (j), (l) or (p) or in Section 6.2, (e) except as specifically provided in clauses (a), (b) failure and (d), any Credit Party shall have failed to comply with observe or perform any provisions of other agreement, covenant or provision contained in this Agreement, including breach any other Financing Document or any document delivered pursuant hereto or thereto, and such failure (unless not capable of remedy in the reasonable opinion of the Required Lenders) shall have continued unremedied for at least 30 days after the earlier of: (i) such Credit Party’s receipt of written notice of the occurrence thereof or (ii) the date on which such Credit Party shall (or should) have obtained knowledge of such failure), (f) any Governmental Approval required: (i) to enable any Credit Party lawfully to enter into and perform its obligations under the Financing Documents to which it is a party, (ii) to enable any Credit Party to operate its business, (iii) to enable any Financing Party to exercise any of the rights expressed to be granted to it in the Financing Documents and/or (iv) to ensure the legality, validity, enforceability and/or admissibility in evidence in México and/or New York of any warranty of the Financing Documents shall not be obtained or guarantee; shall cease to be in full force and effect in any respect, (ci) if Seller isany Transaction Document at any time and for any reason terminates or otherwise ceases to be in full force and effect (other than any scheduled expiration thereof), or admits in writing that it is, or any Transaction Document is declared to bebe void, or is taken any Person shall issue a notice of termination under any applicable law Material Document; provided that the termination of any Material Document or other failure of any such document to remain in full force and effect (or any such issuance of a notice thereof) shall not constitute a Default unless such event, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change; or (ii) any Credit Party or any other Person repudiates, or contests the validity or enforceability of, any Transaction Document to which it is a party, (h) any Expropriation Event shall occur, (i) with respect to the Borrower or any Restricted Subsidiary, either: (i) it shall commence a voluntary case, proceeding or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of payments, concurso mercantil or relief of debtors seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or other similar official of it or for any purpose)part of its Property, bankrupt(ii) an involuntary case, insolventproceeding or other action of a nature referred to in clause (i) shall be commenced against it that shall: (A) result in the entry of an order for relief of any such adjudication or appointment or (B) not have been discharged within 60 days from the commencement thereof, (iii) an involuntary case, proceeding or unable other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar process (excluding precautionary attachment) against any substantial part of its Property that shall result in the entry of an order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, (iv) there shall be commenced against it any extra-judicial liquidation proceedings under any Applicable Law of any jurisdiction, which proceedings could reasonably be expected to result in its liquidation, (v) it shall admit in writing its inability to pay its debts as and when they fall become due, including as (vi) it shall make a result general assignment for the benefit of a failure to comply with a creditor's statutory demand; its creditors or (dvii) if a controller it shall take any corporate (as defined or similar) action in section 9 furtherance of, or indicating its consent to, approval of or acquiescence in, any of the Corporations ▇▇▇ ▇▇▇▇ foregoing acts, (Cth))j) any court, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, other Governmental Authority or similar officer is appointed in respect of Seller arbitrator shall enter against the Borrower 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 equityRestricted Subsidiary: (i) terminate a final non-payment judgment, decree or order that, individually or in the relationship and/or any pending Orders with Seller and obtain aggregate, has resulted in, or could reasonably be expected to result in, 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 Material Adverse Change or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take a final judgment, decree or order for the payment of money in an amount that, when aggregated with the amount of all other unsatisfied final judgments, decrees or orders against the Borrower and the Restricted Subsidiaries (collectively), exceeds $10,000,000 (or its equivalent in any other currency), and (in case of both clause (i) and (ii)) either: (A) such judgment, decree or order is not stayed or discharged within 45 days after entry thereof or (B) there shall be any period of at least 45 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect, (k) a Change of Control shall occur, (l) the ownership or possession of Capital Stock of any Credit Party by any Person shall contravene the Foreign Investment Law, (m) the government of Buyer’s samples México, the SCT, the COFETEL or any other Governmental Authority shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew a Material Concession or any other material Governmental Approval, (ii) issue an administrative resolution to revoke, terminate, materially suspend, materially and materials held by Seller; adversely modify, withdraw or fail to renew a Material Concession or any other material Governmental Approval or (iii) finish Services issue any other rule or correct decree resulting in the revocation, the termination, any suspension that is not partial, temporary and non-conformity at Seller’s expense material, any material and adverse modification or the withdrawal of a Material Concession or any other material Governmental Approval; provided that, without limiting the generality of the foregoing, the issuance by whatever method Buyer deems expedient; the SCT of any or several administrative notices, sanctions or actions pursuant to Article 38 of the Federal Telecommunications Law relating to any event described in paragraphs I, V, VI and VII thereof shall not constitute a Default under clauses (ivi), (ii) rejector (iii) unless and until any such notice, repairaction or sanction results in any of the events described in such clauses, (n) any change in or the withdrawal or modification of any Applicable Law occurs, including the imposition of applicable foreign exchange control regulations, that, individually or in the aggregate, in the reasonable opinion of the Required Lenders has resulted in, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another sourcecould reasonably be expected to result in, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigation.Material Adverse Change,

Default Remedies. Each of the following constitutes shall constitute an event Event of “Default” by Seller: Default hereunder, and upon the occurrence of any such Event of Default at the option and upon the declaration of the Holder owning a majority of the principal amount of this Note and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under Sections 5(c) or 5(d)), all obligations under this Note shall accelerate and all outstanding principal and unpaid accrued interest shall become immediately due and payable: (a) failure Company fails to complete Services pay timely any of the principal amount due under this Note on the Maturity Date or deliver Goods any accrued interest or other amounts due under this Note on the Maturity Date and payable if such Event of Default is not cured within three (3) business days after Company’s receipt of notice of the time or with the quality specified or guaranteed in this Agreement; Event of Default provided by Holder to Company; (b) failure to comply with any provisions of this Agreement, including breach Company shall Default in its performance of any warranty or guarantee; material covenant under the Share Exchange Agreement of even date herewith (the “Agreement”) and if such Event of Default is not cured within thirty (30) days after Company’s receipt of notice of the Event of Default provided by Holder to Company that specifies the cure required by Holders; (c) if Seller isCompany files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or admits relating to, debtors, now or hereafter in writing that it iseffect, or is declared to be, makes any assignment for the benefit of creditors or is taken under takes any applicable law to be (for corporate action in furtherance of any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of a failure to comply with a creditor's statutory demandthe foregoing; or (d) if An involuntary petition is filed against Company (unless such petition is dismissed or discharged within ninety (90) days under any bankruptcy statute now or hereafter in effect, or a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth))custodian, receiver, receiver and managertrustee, voluntary administrator, liquidator, provisional liquidator, scheme administrator, assignee for the benefit of creditors (or other similar officer official) is appointed in respect of Seller to take possession, custody 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 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 control of any property of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationCompany .

Default Remedies. Each 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 constitutes an event events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of “Default” by Seller: law or otherwise): (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (ci) if Seller is, Debtor or Company makes an assignment for the benefit of creditors or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable an inability to pay its debts generally as and when they fall become due, including as a result of a failure to comply with a creditor's statutory demand; or (dii) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (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, judgment or decree is entered adjudicating Debtor or Company bankrupt or insolvent; or (iii) if Debtor or Company petitions or applies to any tribunal for the appointment of a trustee or receiver of Debtor or Company, or of any 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 madeentered appointing any such trustee or receiver, a meeting is convened or a resolution is passedapproving the petition in any such proceedings, and such order remains unstayed and in effect for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by itmore than 90 days; or (gv) anything analogous if Debtor or Company dissolves or otherwise ceases to anything referred conduct business in 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 in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller secured party under any law. Upon Seller’s Default, Buyer may immediatelythe UCC, in addition to any and all other right or remedy it may have rights afforded by this Agreement, at law or law, 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 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 otherwise, including, without limitation applying by appropriate judicial proceedings for appointment of a receiver for all or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable part of the Collateral (and Debtor hereby consents 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 expensesuch appointment). 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, 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 terms and provisions above. In addition FCC, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no extent such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationnotice is required under 47C.F.R. 22.937(f).

Default Remedies. Each Any of the following constitutes shall constitute an event Event of “Default” by Seller: (If a) failure Lessee fails to complete Services pay when due any rent or deliver Goods within other amount required herein to be paid by Lessee, or b) Lessee makes an assignment for the time benefit of creditors, whether voluntary or involuntary, or c) a petition is 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, 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 there is a change in the legal structure of ownership of Lessee, or a consolidation or merger of Lessee into or with another entity, which results, in the quality specified opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under the lease, or guaranteed g) any representation or warranty made by Lessee in this Agreement; (b) failure lease or in any other document or agreement furnished by Lessee to comply with Lessor shall prove to have been false or misleading in any provisions material respect when made or when deemed to have been made. An Event of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs Default with respect to Seller under any lawEquipment Schedule shall constitute an Event of Default for all Equipment Schedules. Upon Seller’s Lessee shall promptly notify Lessor of the occurrence of any Event of Default. If an Event of Default occurs, Buyer 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 immediatelyterminate this lease with respect to all or any part of the Equipment, in addition to 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 right or remedy it may have at process of 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 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 Lessee for any additional costs damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or expenses incurred without repossessing the 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 Buyer; or 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 (v3) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably 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 complete Services or purchase replacement Goods. In be paid pursuant to Paragraph 9; and which the parties agree is a reasonable estimate of such casevalue; and upon the payment of all amounts described in clauses (1), Buyer (2) and (3) above, Lessee will pay for that portion of Services previously completed by Seller, subject become entitled to the terms and provisions above. In addition to its other remediesEquipment AS IS, Buyer will have a right of set-off and may withhold from time to time out of monies due SellerWHERE IS, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancewithout warranty whatsoever; provided, however, that no such waivers if Lessor has repossessed or extensions will 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 binding unless cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in writing equity or by statute or otherwise, and signed by Buyer’s authorized representative. Buyer will have the right at any may be enforced concurrently therewith or from time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiestime, the prevailing party will but Lessor shall not be entitled to recover all a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its legal fees, expenses, and other costs obligations pursuant to the terms of litigationthis lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Each Any of the following constitutes shall constitute an event Event of “Default” by Seller: (If a) failure Lessee fails to complete Services pay when due any rent or deliver Goods within other amount required herein to be paid by Lessee, or b) Lessee makes an assignment for the time benefit of creditors, whether voluntary or involuntary, or c) a petition is 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, 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 quality specified legal structure of Lessee, in each case which results, in the opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under this lease, or guaranteed h) any representation or warranty made by Lessee in this Agreement; (b) failure lease or in any other document or agreement furnished by Lessee to comply with Lessor shall prove to have been false or misleading in any provisions of this Agreement, including breach of any warranty material respect when made or guarantee; (c) if Seller iswhen deemed to have been made, or admits i) Lessee shall be in writing that it is, or is declared to be, or is taken default under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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, material obligation for the purpose payment of appointing a liquidator to Seller borrowed money or the deferred purchase price of, or for the winding up payment of Seller; 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) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (in clauses (g) anything analogous to anything referred to in subsections and (ch) to substituting the phrase "guaranty or other credit support document" for the word "lease"), (fi) inclusive, or which has a substantially similar effect, occurs (j) shall have occurred with respect to Seller 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 lawreason, to be in full force and effect. Upon Seller’s Default, Buyer may immediately, in addition 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 right amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or remedy it all items of Equipment, wherever the same may have at be located, without demand or notice, without any court order or other process of 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 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 Lessee for any additional costs damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or expenses incurred without repossessing the 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 Buyer; or 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 (v3) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably 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 complete Services or purchase replacement Goods. In be paid pursuant to Paragraph 9; and which the parties agree is a reasonable estimate of such casevalue; and upon the payment of all amounts described in clauses (1), Buyer (2) and (3) above, Lessee will pay for that portion of Services previously completed by Seller, subject become entitled to the terms and provisions above. In addition to its other remediesEquipment AS IS, Buyer will have a right of set-off and may withhold from time to time out of monies due SellerWHERE IS, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancewithout warranty whatsoever; provided, however, that no such waivers if Lessor has repossessed or extensions will 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 binding unless cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in writing equity or by statute or otherwise, and signed by Buyer’s authorized representative. Buyer will have the right at any may be enforced concurrently therewith or from time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiestime, the prevailing party will but Lessor shall not be entitled to recover all a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its legal fees, expenses, and other costs obligations pursuant to the terms of litigationthis lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Each 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 Lease Contract, or if the Lessee ceases doing business as a going concern, or if a petition is filed by or against the Lessee under the Bankruptcy and Insolvency Act (Canada) or any amendment thereto, or if a receiver is appointed for the Lessee or its property, or if the Lessee becomes insolvent, makes an assignment for the benefit of creditors, offers a composition or extension of any of its indebtedness or if the Lessee, without the Lessor`s prior written consent, attempts to remove, sell, transfer, encumber, sublet or 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 not remedied by the Lessee within five (5) days of any written notice, then the Lessor or its agent shall have the right to exercise any one or more of the following constitutes an event of “Default” by Sellerremedies: (a) failure to complete Services declare the entire amount of rent herein immediately due and payable, without notice or deliver Goods within demand to the time or with the quality specified or guaranteed in this Agreement; Lessee, (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver for and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect recover from the Lessee an amount equal to the unpaid balance of Seller or any asset the rent due and to become due during the term 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections this Lease Contract and (c) to (f) inclusiveenter upon Lessee`s premises, with or which has a substantially similar effectwithout notice, occurs with respect court order or other process of law, to Seller under take possession of any lawor all items of Equipment without demand or notice wherever same may be located. Upon Seller’s Defaultretaking possession of any or all items of Equipment, Buyer the Lessor may immediately, in addition to any other right or remedy it may have at law or in equityits option: (i) terminate rent the relationship and/or repossessed Equipment, or any pending Orders with Seller part thereof, to any third party on which terms and obtain a return of all money already paid to Seller for Goods and Services not yet providedconditions as the Lessor may determine, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repairsell the Equipment, or replace non-conforming Goods any part thereof, to the highest bidder at a public auction or Services or procure same or similar Goods or Services from another source, in which case Seller will at a private sale. All net proceeds of the foregoing shall 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 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 provisions aboveall damages occasioned by such taking of possession. In addition to Any said taking possession shall not constitute a termination of this Lease Contract and shall not relieve the Lessee of its other remedies, Buyer will have a right of set-off and may withhold from time to time out of original obligations herein unless the Lessor expressly so notifies the Lessee in writing. Should nay legal proceedings be instituted by the Lessor any monies due Sellerand to become due herein or for the re-possession of the Equipment, amounts sufficient the Lessee shall be liable for and pay for all reasonable attorney`s fees and costs incurred. Additionally, the Lessee shall pay to fully compensate Buyer the Lessor as compensation for any loss or damage resulting from any Default or breach by Selleradditional administrative and clerical work, an amount equal to 15% of the total amount payable hereunder. As an alternativeInterest on the total amount payable, Buyer mayat the rate of 18% per annum, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have calculated monthly from the right at any time to require adequate assurances date of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationdefault.

Default Remedies. Each (a) The following shall be deemed “Events of Default” 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, ▇▇▇▇▇▇ attempts to remove, sell, encumber, assign or sublease or fails to insure any of the Equipment; (iii) Any representation or warranty made by Lessee or ▇▇▇▇▇▇’s guarantor in the Lease or any document supplied in connection with the Lease or any financial statement is untrue as and 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) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property or business; and/or (vi) If within thirty (30) days after the commencement of any action against Lessee or ▇▇▇▇▇▇’s guarantor seeking reorganization, readjustment, liquidation, dissolution or 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 ▇▇▇▇▇▇’s or ▇▇▇▇▇▇’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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 constitutes an event of “Default” by Sellerremedies: (ai) failure by notice to complete Services 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 deliver Goods within the time or with the quality specified or guaranteed in this Agreementoriginal Licensor; (bii) failure have access to comply 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 ▇▇▇▇▇▇’s ability to perform such access and disablement, and waives and releases any provisions of this Agreementand all claims that it has or might otherwise have for any and all losses, including breach of any warranty or guarantee; (c) if Seller isdamages, expenses, or admits in writing other detriment that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts might suffer as a result of such access and when they fall due, including disablement. ▇▇▇▇▇▇ agrees that the detriment that ▇▇▇▇▇▇ will suffer 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 breach by ▇▇▇ ▇▇▇▇ (Cth))of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, receiverand therefore, receiver Lessor shall be entitled to injunctive and managerother equitable relief to enforce the provisions of this paragraph. ▇▇▇▇▇▇ AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE ▇▇▇▇▇▇’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, voluntary administratorOR TO DISPOSE OF THE SOFTWARE BY SALE, 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections RE-LEASE OR OTHERWISE. (c) to (f) inclusive, 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 which has any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a substantially similar effect, occurs with respect to Seller waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 16 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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: (i) terminate equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude 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 simultaneous or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession later exercise of any or all other rights or remedies. (d) In the event Lessee fails to perform any of Buyerits obligations under the Lease within ten (10) days after ▇▇▇▇▇▇’s samples receipt of written notice from Lessor of such failure to perform, Lessor may perform the same at the cost and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance▇▇▇▇▇▇. In any action or proceeding between the partiessuch event, the prevailing party will be entitled to recover all its legal fees, expenses, ▇▇▇▇▇▇ shall promptly reimburse Lessor for any such reasonable costs and other costs of litigationexpenses actually incurred by ▇▇▇▇▇▇.

Default Remedies. Each A. Tenant shall be in default of this Agreement upon the happening of any of the following constitutes an event events: 1. The interest of “Default” Tenant under this Agreement is transferred to, passes to or devolves upon any other person, firm or corporation, by Seller: (aoperation of law or otherwise without the prior written consent of the Director or his designee(s) failure to complete Services required by Article X; 2. Tenant, if a corporation, without the prior written approval of the City becomes a successor or deliver Goods within the time merged corporation in a merger, a constituent corporation in a consolidation, or with the quality specified or guaranteed a corporation in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller dissolution; 3. Tenant is, or admits in writing that it isTenants collectively are, doing business as or constitute a co-partnership, and said co-partnership is dissolved as the result of any act or omission of its co-partners or any of them or by operation of law or the order or decree of the court having jurisdiction, or is declared to befor any other reason whatsoever; 4. By or pursuant to, or under authority of any legislative act, resolution or rule, or any order of decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator takes possession or control of all or substantially all of the property of Tenant, and such possession or control continues in effect for a period of fifteen (15) days; 5. Any lien is taken under filed against the Premises because of any applicable law 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 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 purpose)laws concerning weights, bankrupt, insolventmeasures or sanitation, or unable has been suspended for a violation of the Market Rules pursuant to paragraph C of Article XVI of this Agreement more than two (2) times; or 10. Tenant is an individual or sole proprietorship, and Tenant dies. B. Then, upon occurrence of 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 its debts as any sum required to be paid by Tenant to others than the City which Tenant has failed to pay, and when they fall dueperform any obligation required to be performed by Tenant hereunder, and any amounts so paid or expended by the City in fulfilling the obligations of Tenant hereunder, including as a result all interest, costs, damages, attorneys’ fees and penalties, shall be repaid by Tenant to the City on demand with interest thereon at the rate of a failure to comply with a creditor's statutory demand; twelve percent (d12%) if a controller (as defined in section 9 per annum from the date of the Corporations such payment or expenditure; 3. ▇▇▇ ▇▇▇▇ (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 purpose collection of appointing a liquidator to Seller rent or other amounts for which Tenant may be in default or for the winding up performance of Seller; (f) Seller proposes any moratorium other covenant, promise or arrangement with creditors agreement devolving upon Tenant for performance or damages therefore all without terminating this agreement or reentering the purposes possession of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any lawthe Premises; 4. Upon Seller’s Defaulttwenty-four (24) hours’ notice, Buyer may immediatelyre-enter and repossess the Premises, in addition to either with or without the institution of summary or any other right legal proceedings or remedy it 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: (i) terminate the relationship and/or any pending Orders with Seller . C. All rights and obtain a return remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery exclusive of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession each other or of any other remedy available to the City at law or in equity. D. A waiver by the City of Buyer’s samples and materials held by Seller; (iii) finish Services any default or correct a breach of any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) rejectterm, repaircondition, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will covenant of this Agreement shall 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 limited to the terms particular instance and provisions aboveshall not operate or be deemed as a waiver of any future defaults or breaches of said term, condition or covenant. In addition 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 its any other remedies, Buyer will have a right of set-off and may withhold from time then existing or subsequent breach. No waiver shall be valid against the City unless reduced to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action Director or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationhis designee(s).

Default Remedies. Each Upon the occurrence of an Event of Default and the continuance thereof as provided in Section 11.1 above, Lender may, at its election (provided, however, that upon the occurrence of an Event of Default under subsections 11.1 g., h., and i. the following shall occur automatically), without notice of its election and without demand (except notice shall be given in connection with subsection 11.2(a), 11.2(b), 11.2(c) and 11.2(i), which notice shall be effective immediately upon delivery), do any one or more of the following constitutes an event following, all of “Default” which are unconditionally and irrevocably authorized by Seller: (a) failure Borrower: a. Accelerate and declare immediately due and payable all Obligations, including all principal and interest. b. Reduce the Advance Rate, reduce the Availability, or restrict the amount of any additional Advances. c. Cease making any Advances to complete Services or deliver Goods within for the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions benefit of Borrower under this Agreement, including breach and terminate further performance under this Agreement and any other agreement between Borrower and Lender. d. In its sole discretion, without liability to any other Person, make such payments and do such acts as Lender considers necessary or reasonable: (i) to protect the Collateral and/or its security interest therein; (ii) to prevent any of Borrower's warranties or representations hereunder from being or becoming incorrect, incomplete, or misleading; or (iii) to cause the payment of any warranty sum or guarantee; (c) performance of any duty of Borrower hereunder. e. Send notice to all Contract Debtors directing them to make full payment of their Contract payments directly to Lender, instead of Borrower. All payments received by Borrower contrary to this subsection 11.2 e. shall be received in trust for the exclusive right of Lender, shall be segregated from other funds of Borrower, and shall forthwith be delivered to Lender. f. Enter any and all premises where the Collateral is located and take possession of the Collateral and/or require Borrower, at Borrower's expense, to assemble the Collateral and either immediately deliver all of the Collateral to Lender or make it available for delivery to Lender at a place or places designated by Lender. Should Lender exercise its right to possession of the Collateral hereunder, Borrower waives its right, if Seller isany, that Lender post a bond or any other type of security. g. Require Borrower to deliver to Lender all of the Contracts, Security Documents, and other documents representing the Collateral and to exercise, in Borrower's name, all of Borrower's rights thereunder. h. Sell all or any part of the Collateral at either a public or private sale, or admits both, by way of one or more contracts or transactions, for cash or on terms, in writing that it issuch manner and at such places (including Borrower's premises) as is commercially reasonable. Any deficiency in the Obligations which exists after disposition of the Collateral, as provided above, will be immediately paid by Borrower. Any excess will be returned to Borrower by Lender, subject, however, to the rights of the holders of other Liens on the Collateral. Unless a longer period is required by the Code, ten days notice to Borrower of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Lender shall designate in said notice. Lender shall have the right to bid at such sale on its own behalf. Out of proceeds arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrower to Lender; and in the event of deficiency, Borrower shall remain liable to Lender. Lender may, from time to time, attempt to sell all or any part of the Collateral by a private placement restricting the bidders and prospective purchasers. In so doing, Lender may solicit offers to buy the Collateral, or is declared any part of it, for cash, from a limited number of purchasers deemed by Lender, in its reasonable judgment, to bebe responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than three such purchasers then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral. i. Terminate this Agreement as to any future obligation of Lender, but without affecting Lender's rights or remedies, or is taken Borrower's Obligations, under any applicable law to be (for any purpose)this Agreement. Neither such termination, bankruptnor the termination of this Agreement by lapse of time, insolventthe giving of notice, or unable to pay its debts as and when they fall dueotherwise shall absolve, 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 ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratorrelease, or similar officer is appointed otherwise affect the liability of Borrower in respect of Seller or transactions occurring prior to such termination, nor affect any asset of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made the Liens, security interests, rights, powers and remedies of Lender, but they shall, in all events, continue until all Obligations of Borrower to a court for an orderLender are satisfied. j. Exercise any and all other rights and remedies available under the Code, an order is madethis Agreement, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement other agreement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusiveBorrower, or which has a 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 available at law or in equity: (i) terminate , to enforce Lender's rights in the relationship and/or any pending Orders with Seller Collateral and obtain a return payment and performance of all money already paid the Obligations. k. Appropriate and apply to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples the Obligations, any and materials all balances, credits, deposits, accounts, reserves, indebtedness, or other monies, whether accrued or not, due or owing to Borrower or held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLender hereunder.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure The following shall de deemed "Events of Default" under the Lease: (1) Lessee fails to complete Services 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 Equipment, or fails to deliver Goods within any documents required of Lessee under the time Lease; or (3) Any representation or warranty made by Lessee or Lessee's guarantor in the Lease Documents or any document supplied in connection with the quality specified Lease Documents and/or any credit/financial statement is misleading or guaranteed materially inaccurate; or (4) Lessee fails to observe or perform any of the other obligations require under the Lease Documents; or (5) Lessee fails to provide and/or maintain the insurance coverage required under the Lease Documents; or (6) Lessee breaches any obligation, condition and/or term in this Agreementany of the Lease Documents; or (b7) failure Lessee or Lessee's guarantor fails to comply with any provisions promptly execute and deliver to Lessor the required guaranty; ceases doing business as a going concern; makes an assignment for the benefit of this Agreement, including breach of any warranty or guaranteecreditors; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any reorganization, including as a result 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 material allegations of a failure petition filed against it in any such proceeding; consents to comply with or acquiesces in the appointment of a creditor's statutory demand; (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth))trustee, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratoror 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 officer is appointed in respect 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 Seller any trustee, receiver or liquidator of it or all of or any asset substantial part of Seller; its respective assets and properties, such appointment shall not be vacated. (eb) 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 application 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 withdrawn or dismissed within 7 days) is made to as a court for an orderpenalty, an order is made, a meeting is convened or a resolution is passed, amount equal to the Stipulated Loss Value for the purpose Equipment computed as of appointing a liquidator the date the last Base Monthly Rental payment was due prior to Seller 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 Lessor the Stipulated Loss Value for the winding up 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 Seller; (f) Seller proposes any moratorium 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 arrangement with creditors in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the purposes breach of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections the Lease. (c) to (f) inclusive, 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 which has any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a substantially similar effect, occurs with respect to Seller waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 16 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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: 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. (id) terminate In the relationship and/or event Lessee shall fail to perform any pending Orders with Seller and obtain a return of all money already paid its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to Seller for Goods and Services not yet provided, ordo so, at its sole option the cost and without liability to Sellerexpense of Lessee. In any such event, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer Lessee shall promptly reimburse Lessor for any additional such costs or and expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLessor.

Default Remedies. Section 7.1 Events of Default. Each of the following constitutes shall constitute an event Event of “Default” by Seller: Default under thisAgreement: (a) failure Failure of Borrower to complete Services make any payment when due on any of Borrower’s Obligations, including without limitation, any mandatory prepayments of Borrower’s Obligations from the Proceeds of or deliver Goods within the time comprising Export-Related Accounts Receivable and Export-Related Inventory; (b) Failure of Borrower or any Guarantor to comply with the quality specified or guaranteed to perform when due any other term, obligation, covenant or condition contained in this Agreement; , the Borrower Agreement or in any other Financing Document (bother than those which constitute a default under another subsection of this Section 7.1) and such failure shall continue unremedied (i) beyond any period of grace therein provided (and in the case of the Incorporated Covenants, the grace periods, if any, shall be the same as those provided in the Domestic Credit Agreement) or (ii) if no grace period is provided therein, for a period of (y) 7 days after the earlier of any Borrower’s or Guarantor’s knowledge of such breach or notice thereof from the Lender if such breach relates to comply with terms or provisions relating to reporting requirements or the delivery of notices or other items under this Agreement, the Borrower Agreement or such other Financing Document or (z) 20 days after the earlier of any Borrower’s or Guarantor’s knowledge of such breach or notice thereof from the Lender if such breach relates to any other terms or provisions of this Agreement, including breach of any warranty the Borrower Agreement or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to any such 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performanceFinancing Document; provided, however, that if no period of grace is provided in this Agreement, the Borrower Agreement or such waivers other Financing Document with respect to defaults, events of default or extensions will breaches relating to the payment of money or to negative covenants, then the foregoing clause (ii) shall not apply to any such default, event of default or breach; (c) Failure of Borrower or any Guarantor to pay when due, at stated maturity or otherwise, any amount payable to Lender under any loan(s) or other credit accommodation not guaranteed by Ex-Im Bank that have been extended by Lender to Borrower or such Guarantor; (d) The occurrence of any Default or Event of Default as such terms are defined in the Domestic Credit Agreement or in any of the Loan Documents (as defined in the Domestic Credit Agreement); provided that an Event of Default under this clause (d) shall be binding unless deemed automatically cured upon a cure of the Default or Event of Default under the Domestic Credit Agreement or other applicable Loan Document (as defined in the Domestic Credit Agreement) (but such deemed cure shall not affect any other Event of Default that has occurred and is continuing under this Agreement); (e) Borrower fails either to (i) furnish additional Collateral to Lender as security for the Loan, in form and amount satisfactory to Lender and Ex-Im Bank as may be required by the terms of the Financing Documents, or (ii) pay to Lender an amount equal to the difference between the aggregate outstanding amount of Disbursements and the Export-Related Borrowing Base in the event the aggregate outstanding amount of Disbursements exceeds the Export-Related Borrowing Base; (f) Borrower or any Guarantor (i) applies for, consents to or suffers the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property or calls a meeting of its creditors, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due or ceases operations of its present business, (iii) makes a general assignment for the benefit of creditors, (iv) commences a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) is adjudicated as bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesces to, or fails to have dismissed within sixty (60) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) takes any action for the purpose of effecting any of the foregoing; (g) Any Lien in any of the Collateral, granted or intended by the Financing Documents to be granted to Lender, ceases to be a valid, enforceable, perfected, first priority Lien (or a lesser priority if expressly permitted pursuant to Section 6 of the Fast Track Loan Authorization Agreement) subject only to Permitted Liens; (h) Any material provision of any Financing Document for any reason ceases to be valid, binding and signed enforceable against Borrower or any Guarantor in accordance with its terms; (i) The issuance of any levy, assessment, attachment, seizure or Lien, other than a Permitted Lien or a Lien permitted by Section 6.02 of the Domestic Credit Agreement, against any of the Collateral which is not stayed or lifted within thirty (30) calendar days, unless sufficient cash reserves are established; (i) one or more judgments for the payment of money (y) in the case of Holdings, that could reasonably be expected to result in a Material Adverse Effect shall be rendered against Holdings and shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings to enforce any such judgment, or (z) in the case of the Borrowers and any other Guarantor, in an aggregate amount in excess of $500,000 shall be rendered against any Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Borrower or any Guarantor (other than Holdings) to enforce any such judgment, or (ii) any Borrower or any Guarantor shall fail within 45 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (k) Any breach or default occurs under any Guaranty, or any Guaranty is terminated, or any obligation to perform thereunder is terminated, or any Guarantor attempts to revoke any Guaranty; (l) Any default or event of default other than those described above occurs under any of the Financing Documents which causes the obligations thereunder or a portion thereof to become due prior to its stated maturity or prior to the regularly scheduled dates of payment; (m) The Ex-Im Bank Guarantee ceases to be in effect for any reason whatsoever without Lender’s prior written consent, including, without limitation, Borrower’s failure to pay all fees due Ex-Im Bank, (n) Any material delay occurs in Borrower’s performance of its obligations under any Export Order outside of the ordinary course of business consistent with past practices, unless such delay is due to a force majeure and Borrower is able to satisfy Lender that the delay will not cause a default under the applicable Export Order or diminish the Buyer’s authorized representative. Buyer will have payment obligation thereunder; (o) The Domestic Revolving Credit Facility has been terminated or ceases to be in full force and effect for any reason other than in connection with voluntary terminations and/or voluntary reductions of commitments by the right at Borrower to the extent permitted under and in accordance with Section 2.09 of the Domestic Credit Agreement. (p) The Borrower or Guarantor fails to comply with the terms of the Domestic Revolving Credit Facility subject to any time applicable cure periods; provided that an Event of Default under this clause (p) shall be deemed automatically cured upon a cure of the Default or Event of Default under the Domestic Credit Agreement or other applicable Loan Document (as defined in the Domestic Credit Agreement) caused by such failure to require adequate assurances comply (but such deemed cure shall not affect any other Event of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, Default that has occurred and other costs of litigationis continuing under this Agreement).

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure The following shall be deemed "Events of Default" under the Lease: (1) Lessee fails to complete Services 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 Equipment, or fails to deliver Goods within any documents required of Lessee under the time Lease; or (3) Any representation or warranty made by Lessee or Lessee's guarantor in the Lease or any document supplied in connection with the quality specified Lease or guaranteed in this Agreementany financial statement is misleading or materially inaccurate; or (b4) failure Lessee fails to comply with observe or perform any provisions of this Agreement, including breach the other obligations required to be observed by Lessee under the Lease within thirty (30) days of any warranty Lessee's first knowledge of such failure; or (5) Lessee or guaranteeLessee's guarantor ceases doing business as a going concern; (c) if Seller is, or makes an assignment for the benefit of creditors; admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any reorganization, including as a result 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 material allegations of a failure petition filed against it in any such proceeding; consents to comply with or acquiesces in the appointment of a creditor's statutory demand; (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth))trustee, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratoror 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 officer is appointed in respect 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 Seller any trustee, receiver or liquidator of it or all of or any asset substantial part of Seller; its respective assets and properties, such appointment shall not be vacated. (eb) 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 application 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 withdrawn or dismissed within 7 days) is made to as a court for an orderpenalty, an order is made, a meeting is convened or a resolution is passed, amount equal to the Stipulated Loss Value for the purpose Equipment computed as of appointing a liquidator the date the last Base Monthly Rental payment was due prior to Seller 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 Lessor the Stipulated Loss Value for the winding up 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 Seller; (f) Seller proposes any moratorium 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 arrangement with creditors in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the purposes breach of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections the Lease. (c) to (f) inclusive, 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 which has any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a substantially similar effect, occurs with respect to Seller waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 16 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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: 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. (id) terminate In the relationship and/or event Lessee shall fail to perform any pending Orders with Seller and obtain a return of all money already paid its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to Seller for Goods and Services not yet provided, ordo so, at its sole option the cost and without liability to Sellerexpense of Lessee. In any such event, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer Lessee shall promptly reimburse Lessor for any additional such costs or and expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLessor.

Default Remedies. A. Each of the following constitutes shall constitute an event Event of “Default” by Seller: Default in breach of this Lease: (a1) A party shall 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 complete Services pay; (2) A party shall do or deliver Goods within permit anything to be done, whether by action or inaction, contrary to any material covenant or agreement on the time or with the quality specified or guaranteed part of that party in this Agreement; (b) failure Lease or the O&M Agreement or otherwise contrary to comply with any of the material covenants, agreements, terms or provisions of this Lease or the O&M Agreement, including breach of any warranty or guarantee; (c) if Seller is, the party shall otherwise fail in the keeping or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 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 performance of any of Buyer’s samples the covenants, agreements, terms or provisions contained in this Lease or the O&M Agreement which on the part or behalf of that party are to be kept or performed, and materials held by Seller; that party remains in violation sixty (iii60) 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 days after written notice thereof from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performanceparty; provided, however, that no such waivers 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 that sixty (60) day period, commenced to correct the default and diligently thereafter pursues the correction to completion, subject to an event of enforced delay (together with the period 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 extensions will 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 binding unless 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 (120) days; (4) A party shall make an assignment of its property for the benefit of creditors or file a voluntary petition under any bankruptcy or insolvency law, or whenever any court of competent jurisdiction shall approve a petition filed by the party under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever a petition shall be filed by the party under the arrangement provisions of the United States Bankruptcy Code; (5) A party shall abandon the Leased Premises prior to the termination of the Lease and not cure that abandonment within ninety (90) days of notice from the other party; (6) Upon the occurrence of any Event of Default on the part of a party, as set forth in writing this Lease, and signed by Buyer’s authorized representative. Buyer will 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 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 require adequate assurances the defaulting party specifying the Event(s) of Seller’s performance. In any action or proceeding between Default and stating that this Lease and the partiesLease term hereby demised shall expire and terminate on the date specified in that notice, which shall be at least thirty (30) days after the prevailing party will be entitled to recover all its legal fees, expensesgiving of the Second Notice, and other costs upon the date specified in the Second Notice, this Lease and the Lease Term shall expire and terminate as of litigationthat date. The defaulting party shall pay all amounts due to the non-defaulting party, less any undisputed amounts it owes the defaulting party.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure Lessor may in writing declare this Agreement and all Schedules in default ("Default") if: (1) Lessee breaches its obligation to complete Services 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 deliver Goods within condition contained in the time 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 quality specified or guaranteed in this AgreementSchedules it holds; provided, that among the Schedules it holds, it may exercise its rights and remedies independently with respect to each individual Schedule. (b) failure Upon payment in full by Lessee to comply with 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 provisions representation or warranty as to the condition of this Agreement, including breach 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 warranty or guarantee; (c) if Seller isLessor Lien). At Lessee's expense, or admits in writing that it is, or is declared Lessor shall execute and deliver to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as Lessee such UCC Statements of Termination and when they fall 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 ▇▇▇ ▇▇▇▇ of sale as reasonably may be required in order to terminate and convey any interest of Lessor in and to the Equipment. (Cth)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), receiverand (ii) all Rent and other sums then due hereunder. Lessor may, receiver but shall not be required to, sell the Equipment at private or public sale, in bulk or in parcels, with or without notice, and managerwithout having the Equipment present at the place of sale; or Lessor may, voluntary administratorbut shall not be required to, liquidatorlease, provisional liquidatorotherwise 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, scheme administratorcosts, damages or similar officer is appointed otherwise. The proceeds of sale, lease or other disposition, if any, shall be applied in respect the following order of Seller priorities: (1) to pay all of Lessor's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment; then, (2) to the extent not previously paid by Lessee, to pay Lessor all sums due from Lessee hereunder; then, (3) to reimburse to Lessee any asset sums previously paid by Lessee as liquidated damages; and (4) in the case of Seller; proceeds of sale of any Equipment, any surplus shall be remitted to Lessee. Lessee shall pay any deficiency in clauses (1) and (2) forthwith. (d) In addition to the foregoing rights, Lessor may cancel or terminate the lease as to any or all of the Equipment. (e) an application (The foregoing remedies are cumulative but shall not withdrawn be duplicative, and any or dismissed within 7 days) is made to a court for an order, an order is made, a meeting is convened all thereof may be exercised in lieu of or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to each other or any remedies at law, in equity, or under statute. Lessee waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising. If permitted by law, Lessee shall pay reasonable attorney's fees actually incurred by Lessor in enforcing the provisions of this Lease and any ancillary documents. Waiver of any Default shall not be a waiver of 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationsubsequent default.

Default Remedies. Each (a) This Lease and the term of this Sublease are subject to the limitation that Subtenant shall be in default if, at any time during the Sublease Term, any one or more of the following constitutes events shall occur and not be cured prior to the expiration of the grace period (if any) herein provided (such uncured event being hereinafter referred to as an event “Event of Default”), as follows: (i) Subtenant shall fail to pay any installment of the Basic Rent or any Additional Rent or any other monetary amount due under this Sublease on or before the date on which the same becomes due and payable, and such failure continues for five (5) days (“Default” by Seller: Monetary Default Cure Period”) after notice thereof from Sublandlord to Subtenant; provided however, that if Sublandlord has given Subtenant two prior notices of default under this Section 11(a)(i) during any twelve month period, then with respect to the next default under this Section 11(a)(i), the Monetary Default Cure Period shall thereafter, for the remainder of such twelve month period, be three (a3) failure days after notice from Sublandlord to complete Services Subtenant; or (ii) Subtenant shall sublease any or deliver Goods within all of the time Subleased Premises or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions enter into an assignment of this Agreement, including breach Sublease in violation of any warranty the requirements of this Sublease or guaranteethe O▇▇▇▇▇▇▇▇; or (ciii) if Seller isSubtenant shall fail to maintain general liability insurance, or admits in writing that it isany other insurance required to be carried under this Sublease or the O▇▇▇▇▇▇▇▇; or (iv) Subtenant shall fail to perform or observe any other requirement, term, covenant or condition of this Sublease (including without limitation any provision of the O▇▇▇▇▇▇▇▇ incorporated herein) on the part of Subtenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Sublandlord to Subtenant, or is if said default shall reasonably require longer than thirty (30) days to cure, if Subtenant shall fail to commence to cure said default within such thirty (30) day period and/or fail to continuously prosecute the curing of the same to completion with due diligence; or (v) The estate hereby created shall be taken on execution or by other process of law; or (vi) Subtenant shall make an assignment or trust mortgage arrangement, so-called, of all or a substantial part of its property for the benefit of its creditors; or (vii) Subtenant shall judicially be declared bankrupt or insolvent according to be, or is taken under any applicable law to be law; or (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result viii) an Event of a failure to comply with a creditor's statutory demand; (d) if a controller Bankruptcy (as defined in section 9 of the Corporations ▇▇▇ O▇▇▇▇ (Cth))▇▇▇▇▇) occurs, or a receiver, receiver and managerguardian, voluntary administratorconservator, liquidator, provisional liquidator, scheme administrator, trustee in involuntary bankruptcy or other similar officer is appointed in respect to take charge of Seller all or any asset substantial part of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made to Subtenant’s property by a court of competent jurisdiction and such appointment shall not be vacated within sixty (60) days; or (ix) any petition shall be filed against Subtenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (x) Subtenant shall file any petition in any court, whether or not pursuant to any statute of the United States or any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (xi) Subtenant (or its agents, employees, contractors or invitees) shall engage in any act or omission that (with or without the giving of notice or the passage of time) would constitute grounds for an orderEvent of Default by Sublandlord under the O▇▇▇▇▇▇▇▇, an order and such act or omission is madenot cured by Subtenant within the grace period (if any is provided) given to Sublandlord under the O▇▇▇▇▇▇▇▇, a meeting is convened less ten (10) days. (b) Upon the happening of any one or a resolution is passed, for more of the purpose aforementioned Events of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to and without limiting any other right or remedy it that may have be available at law or in equity: , Sublandlord shall have, and may exercise, any or all of the rights provided under the O▇▇▇▇▇▇▇▇, including without limitation Article 19 thereof. All of Subtenant’s obligations to pay any sum of money due and owing to Sublandlord (including without limitation Basic Rent, Additional Rent and Subtenant Surcharges) under this Sublease will survive the expiration or sooner termination of this Sublease. (c) If Subtenant fails to make any payment or perform any other obligation of Subtenant under this Sublease, then Sublandlord has the right, but not the obligation, and without waiving or releasing Subtenant from any obligations of Subtenant under this Sublease, to make such payment or perform such other obligation of Subtenant in such manner and to such extent as Sublandlord deems necessary, and in exercising any such right, to pay any commercially reasonable incidental costs and expenses, employ attorneys, and incur and pay reasonable attorneys’ fees. Subtenant shall pay to Sublandlord upon demand as additional rent all sums so paid by Sublandlord and all incidental costs and expenses of Sublandlord in connection therewith, together with interest thereon at an annual rate equal to the rate two percent (2%) above the base rate or prime rate then published as such in the Wall Street Journal, or, if less, the maximum rate permitted by law. Such interest is payable with respect to the period commencing on the date such expenditures are made by Sublandlord and ending on the date such amounts are repaid by Subtenant. The provisions of this Section 12 shall survive the expiration or the sooner termination of this Sublease. (d) If Sublandlord is in default under this Sublease and, as a consequence, Subtenant recovers a monetary judgment against Sublandlord, the judgment shall be satisfied only out of Sublandlord’s then equity interest as lessee under the O▇▇▇▇▇▇▇▇. No individual partner, director, officer, shareholder, employee, advisor or agent of Sublandlord or Subtenant shall be personally liable in any manner or to any extent under or in connection with such party’s obligation or liability under this Sublease. In no event shall Sublandlord, or any of the directors, officers, shareholders, employees, advisors or agents of Sublandlord, ever be responsible for (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 providedindirect, orpunitive or consequential/special damages, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession any damages in the nature of any interruption or loss of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationbusiness.

Default Remedies. Each (A) The occurrence of one or more of the following constitutes events shall constitute a material default and breach of this Lease by Tenant ("Event of Default"): (1) Failure by Tenant to make payment of any Rent, Additional Rent, or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) days after written notice from Landlord (which notice shall not be required to be given more than two (2) times in a calendar year); (2) The making by Tenant (or any guarantor) of any assignment or arrangement for the benefit of creditors; (3) The filing by Tenant (or any guarantor) of a petition in bankruptcy or for any other relief under Title 11 of the United States Code ("Bankruptcy Code"), or the insolvency laws of any state, or any other applicable statute ("Insolvency Laws"); (4) The levying of an event attachment, execution of “Default” other judicial seizure upon the Tenant's property in or interest under this Lease, which is not satisfied or released or the enforcement thereof superseded by Seller: an appropriate proceeding within sixty (a60) days thereafter; (5) The filing of an involuntary petition in bankruptcy or for reorganization or arrangement under the Bankruptcy Code or Insolvency Laws against Tenant (or any guarantor) and such involuntary petition is not withdrawn, dismissed, or discharged within sixty (60) days from the filing thereof. (6) The appointment of a receiver or trustee to take possession of the property of Tenant (or any guarantor) or of Tenant's (or any guarantor's) business or assets and the order or decree appointing such receiver or trustee shall have remained in force undischarged for thirty (30) days after the entry of such order or decree; (7) The vacating or abandonment of the Premises, provided a vacation of the Premises shall not constitute an Event of Default so long as Landlord receives thirty (30) days prior written notice of such vacation, Tenant continues to keep the Premises safe and secure, to pay all Rent and other amounts due under this Lease and to maintain the Premises as required hereunder; (8) The failure by Tenant to complete Services furnish to Landlord any statement required herein within ten (10) days after its due date; (9) The failure by Tenant to maintain any insurance required herein; (10) An assignment, subletting, pledge mortgage, or deliver Goods within other transfer of this Lease or the time Premises by Tenant, or with any transfer of any interest in the quality specified Tenant in violation of Section 12 of this Lease; (11) The failure by Tenant to perform or guaranteed in this Agreement; (b) failure observe any other term, covenant, agreement or condition to comply with any be performed or kept by the Tenant under the terms, conditions, or provisions of this AgreementLease within ten (10) days of written notice from Landlord of Tenant's failure to perform or observe such obligation; provided that, including breach for any failure which is not willful and which cannot reasonably be cured within said ten (10) day period, the cure period therefore shall be extended for such time as is reasonably necessary to effect a cure of such failure (but in no event beyond sixty (60) days after delivery of notice of such failure), on the conditions that Tenant immediately commences and diligently pursues such cure to completion, and that, promptly upon determining that the aforesaid ten (10) day cure period is inadequate, Tenant shall deliver notice to Landlord of the steps being taken to cure such default and the amount of time reasonably estimated by Tenant to effect such cure; and provided further that no notice under this Section 22 shall be required to be given for any default set forth elsewhere in this Lease pursuant to which no notice or a different form or time for notice is provided. Notwithstanding anything herein contained, the occurrence of any warranty or guarantee; (c) if Seller isviolation of the conditions, covenants, duties and/or obligations of Tenant herein contained, or admits in writing that it isany failure or neglect by Tenant to observe or perform any of said conditions, covenants duties or is declared to beobligations, which (A) by its nature cannot be cured (or is taken under any applicable law to cannot be cured within the aforesaid sixty (for any purpose60) day period), bankrupt(B) constitutes a hazard to the health and/or safety of any occupant of or visitor to the Property (C) has caused the insurer of any policy of insurance on the Property to issue a notice of cancellation of such policy or (D) subjects Landlord to the risk of civil or criminal liability, insolventfine, penalty or unable to pay its debts prosecution, as and when they fall duereasonably determined by Landlord, including as a result then the occurrence of a such violation, failure to comply with a creditor's statutory demandor neglect shall, without demand or notice or cure period, be deemed an Event of Default; and (d12) if a controller (as defined in section 9 An occurrence of any of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect foregoing Events 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs Default with respect to Seller under any law. Upon Seller’s Defaultguarantor of this Lease, Buyer may immediatelyor if any guarantor fails to perform or observe any term, covenant or condition of its guaranty of this Lease. (B) If an Event of Default shall have occurred, Landlord shall have (in addition to all other rights and remedies provided by law or otherwise provided by this Lease) the right, at the option of the Landlord, then or at any time thereafter while such Event of Default shall continue, to elect any one or more of the following: (1) To continue this Lease in full force and effect (so long as Landlord does not terminate this Lease), and Landlord shall have the right to collect Rent, Additional Rent and other charges when due for the remainder of the Lease Term; and/or (2) To cure such default or defaults at its own expense and without prejudice to any other right or remedy remedies which it may have at law or in equity: (i) terminate the relationship and/or might otherwise have; and any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s 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 payment made or expenses incurred by BuyerLandlord in curing such default with interest thereon at the Default Rate (as hereinafter defined) to be and become Additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter; and/or (3) To re-enter the Premises, without notice, and dispossess Tenant and anyone claiming through or under Tenant by summary proceedings or otherwise, and remove their effects, and take complete possession of the Premises and either (a) declare this Lease terminated and the Lease Term ended, or (vb) require Seller elect to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate continue this Lease in full force and effect, but with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time thereafter to require adequate assurances of Seller’s performancedeclare this Lease terminated and the Lease Term ended. In any action such re-entry, Landlord may, with or proceeding between without process of law, remove all persons from the partiesPremises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to Landlord. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, every obligation of Landlord contained in this Lease shall cease without prejudice to Tenant's Liability for all Rent, Additional Rent, and other sums owed by Tenant herein. Should Landlord declare this Lease terminated and the Lease Term ended (pursuant to Section 22(B)(3)(a) above), the prevailing party will Landlord shall be entitled to recover from Tenant the Rent, Additional Rent, and all other sums due and owing by Tenant to the date of termination, plus the costs of curing all Tenant's defaults existing at or prior to the date of termination, plus the costs of recovering possession of the Premises, plus the costs of reletting the Premises including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs, plus other actual or consequential damages suffered or incurred by Landlord due to all Events of Default (including without limitation, late fees or other charges incurred by Landlord under any mortgage), plus the deficiency, if any, between Tenant's Rent and Additional Rent for the balance of the Lease Term and the rent obtained by Landlord under another lease for the Premises for the balance of the Lease Term remaining under this Lease on the date of termination. Should Landlord elect to continue this Lease (pursuant to Section 22(B)(3)(b) above), Landlord shall be entitled to recover from Tenant the Rent, Additional Rent and all other sums due and owing by Tenant up to the date of dispossession, plus the costs of curing all Events of Default existing at or prior to the date of dispossession, plus the Rent, Additional Rent and all other sums owed by Tenant on a continuing basis as said amounts accrue to the end of the Lease Term, less the rental which Landlord receives during such period, if any, from others to whom the Premises may be relet, plus the cost of recovering possession of the Premises, plus the costs of reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs. Any suit brought by Landlord to enforce collection of such deficiency for any one month shall not prejudice Landlord's right to enforce the collection of any deficiency for any subsequent month in subsequent separate actions, or Landlord may defer initiating any such suit until after the expiration of the Lease Term ( in which event such deferral shall not be construed as a waiver of Landlord's rights as set forth herein and Landlord's cause of action shall be deemed not to have accrued until the expiration of the Lease Term), and it being further understood that if Landlord elects to bring suits from time to time prior to reletting the Premises, Landlord shall be entitled to its legal feesfull damages through the date of the award of damages without regard to any rent, expensesadditional rent or other sums that are or may be projected to be received by Landlord upon a subsequent reletting of the Premises. In the event that Landlord relets the Premises together with other premises or for a term extending beyond the scheduled expiration of the Lease Term, it is understood that Tenant will not be entitled to apply against Landlord's damages any rent, additional rent or other sums generated or projected to be generated by either such other premises or the period extending beyond the scheduled expiration of the Lease Term. Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In lieu of the amounts recoverable by Landlord pursuant to the two immediately preceding paragraphs but in addition to other remedies and amounts otherwise recoverable by Landlord in this Lease, Landlord may, at its sole election, (i) terminate this Lease, (ii) collect all Rent, Additional Rent, and other sums due and owing by Tenant up to the date of termination, and (iii) accelerate and collect Rent, Additional Rent and all other sums required to be paid by Tenant through the remainder of the Lease Term ("Accelerate Rent"), which Accelerated Rent shall be discounted to present value using an interest rate equal to five percent (5.0%) per annum ("Present Value Accelerated Rent"). Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In the event Landlord is successful in reletting the Premises for any part of the remainder of the Lease Term, and provided Tenant has paid to Landlord all sums required to be paid by Tenant pursuant to this paragraph, Landlord shall forward to Tenant the rent associated with such reletting ("Reletting Rent") as and when the Reletting Rent is collected by Landlord. Notwithstanding the previous sentence, Landlord shall forward to Tenant any Reletting Rent only (i) after Landlord has first been reimbursed from the Reletting Rent for any and all costs associated with such reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees; and (ii) until the earlier of litigation(a) the last day of the Lease Term, or (b) the point in time Tenant has been reimbursed, in the aggregate, an amount equivalent to the Present Value Accelerated Rent actually paid to Landlord pursuant to this paragraph. In no event shall Landlord be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the Premises or to collect any rent due upon such reletting. (C) Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does hereby specifically waive and surrender any and all rights and privileges, so far as is permitted by law, which Tenant and all such persons might otherwise have under any present or future law (1) to the service of any notice to quit or of Landlord's intention to re-enter or to institute legal proceedings, which notice may otherwise be required to be given, (2) to redeem the Premises, (3) to re-enter or repossess the Premises, (4) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court or judge, or any re-entry by Landlord, or any expiration or termination shall be by operation of law or pursuant to the provisions of this Lease, or (5) which exempts property from liability for debt or for distress for rent. Tenant hereby consents to the exercise of personal jurisdiction over it by any federal or local court in the jurisdiction in which the Premises is located.

Default Remedies. Each Any of the following constitutes shall constitute an event Event of “Default” by Seller: (If a) failure Lessee fails to complete Services pay when due any rent or deliver Goods within the time other amount required herein to be paid by Lessee, or with the quality specified or guaranteed in this Agreement; (b) failure Lessee makes an assignment for the benefit of creditors, whether voluntary or involuntary, or c) a petition is filed by or against Lessee under any bankruptcy, insolvency or similar legislation, or d) Lessee violates or fails to comply with perform any provisions provision of either this lease or any Acquisition Agreement, including breach of or violates or fails to perform any warranty covenant or guarantee; (c) if Seller isrepresentation made by Lessee herein, or admits in writing that it ise) Lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including f) Lessee ceases doing business 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 ▇▇▇ ▇▇▇▇ (Cth))going concern or terminates its existence, 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous Lessee consolidates with, merges with or into, or conveys or leases all or substantially all of its assets as an entirety to anything referred any person or engages in any other form of reorganization, or there is a change in the legal structure of Lessee, in each case which results, in the opinion of Lessor, in 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 subsections 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 payment 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) to ), (e), (f), (g) inclusive(h) (in clauses (g) and (h) substituting the phrase "guaranty or other credit support document" for the word "lease"), (i) or which has a substantially similar effect, occurs (j) shall have occurred with respect to Seller 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 lawreason, to be in full force and effect. Upon Seller’s Default, Buyer may immediately, in addition 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 right amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or remedy it all items of Equipment, wherever the same may have at be located, without demand or notice, without any court order or other process of 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 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 Lessee for any additional costs damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or expenses incurred without repossessing the 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 Buyer; or 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 (v3) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably 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 complete Services or purchase replacement Goods. In be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such casevalue; and upon the payment of all amounts described in clauses (1), Buyer (2) and (3) above, Lessee will pay for that portion of Services previously completed by Seller, subject become entitled to the terms and provisions above. In addition to its other remediesEquipment AS IS, Buyer will have a right of set-off and may withhold from time to time out of monies due SellerWHERE IS, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancewithout warranty whatsoever; provided, however, that no such waivers if Lessor has repossessed or extensions will 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 binding unless cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in writing equity or by statute or otherwise, and signed by Buyer’s authorized representative. Buyer will have the right at any may be enforced concurrently therewith or from time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiestime, the prevailing party will but Lessor shall not be entitled to recover all a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its legal fees, expenses, and other costs obligations pursuant to the terms of litigationthis lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) The following shall be deemed “Events of Default” 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 complete Services remove, sell, encumber, assign or sublease or fails to insure any of the Equipment, or fails to deliver Goods within any documents required of Lessee under the time Lease; or (iii) Any representation or warranty made by Lessee or Lessee’s guarantor in the Lease or any document supplied in connection with the quality specified Lease or guaranteed in this Agreementany financial statement is misleading or materially inaccurate; or (biv) Lessee fails to observe or perform any of the other obligations required to be observed by Lessee under the Lease and such failure continues uncured for ten (10) days after written notice thereof has been delivered to comply with any provisions Lessee by Lessor ; or (v) Lessee or Lessee’s guarantor ceases doing business as a going concern; makes an assignment for the benefit of this Agreement, including breach of any warranty or guaranteecreditors; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any 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 material allegations of a petition filed against it in any such proceeding; consents to or acquiesces in the appointment of a trustee, 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 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 when they fall dueproperties, such appointment shall not be 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, 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 shall fail to sign and deliver to Lessor any document reasonably requested by Lessor in connection with this Master Agreement or shall fail to do anything reasonably 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 agreement for software relating to the Equipment. (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. 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. 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. 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 failure to comply with a creditor's statutory demand; (d) if a controller (as defined in section 9 breach by Lessee of the Corporations ▇▇▇ ▇▇▇▇ (Cth))obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, receiverand 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, receiver and managerOR TO DISPOSE OF THE SOFTWARE BY SALE, 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections RE-LEASE OR OTHERWISE. (c) to (f) inclusive, 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 which has any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a substantially similar effect, occurs with respect to Seller waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 16 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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: 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. (id) terminate In the relationship and/or event Lessee shall fail to perform any pending Orders with Seller and obtain a return of all money already paid its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to Seller for Goods and Services not yet provided, ordo so, at its sole option the cost and without liability to Sellerexpense of Lessee. In any such event, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer Lessee shall promptly reimburse Lessor for any additional such costs or and expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLessor.

Default Remedies. Each (a) The occurrence of any one or more of the following constitutes events shall constitute a default and breach of this Lease(“Event of Default”) by Tenant: (i) The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) business days after written notice thereof from Landlord to Tenant; provided, however, that for each calendar year during which Landlord has already given Tenant two (2) written notices of the failure to pay an event installment of “Default” Rent or any other payment due to Landlord, no further notice shall be required (i.e., the Event of Default will automatically occur on the third (3rd) business day after the day upon which the Rent was due; and provided further that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1161, et seq., of the California Code of Civil Procedure); (ii) The failure by SellerTenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant where such failure shall continue for a period of thirty (30) days after written notice thereof; provided, however, that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if it commenced such cure within said thirty (30)-day period and thereafter diligently pursues such cure to completion; (iii) Tenant abandons the Premises or any substantial portion thereof, abandonment being defined as Tenant’s vacation of the Premises for a period of fourteen (14) or more consecutive days and failure to meet one (1) or more lease obligations; (iv) Tenant fails to provide: (ai) any estoppel certificate after Landlord’s written request therefor pursuant to Section 28(a) or (ii) any financial statement after Landlord’s written request therefor pursuant to Section 28(b), and in each case such failure shall continue for five (5) business days after Landlord’s second (2nd) written notice thereof to complete Services Tenant; (v) Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 9(a) and such failure continues for five (5) business days after Landlord’s written notice thereof to Tenant; (vi) Tenant fails to pay and release of record, or deliver Goods diligently contest and bond around, any mechanic’s lien filed against the Premises or the Project for any work performed, materials furnished, or obligation incurred by or at the request of Tenant, within the time or with and in the quality specified or guaranteed in this Agreementmanner required by Section 35; and (bvii) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result The filing of a failure to comply with a creditor's statutory demand; petition by or against Tenant (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (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 passedterm “Tenant” shall include, for the purpose of appointing this Section 21(a)(vii), any guarantor of Tenant’s obligations hereunder): (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator to Seller or receiver for all or substantially all of Tenant’s property or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by itTenant’s interest in this Lease; or (g4) anything analogous for the reorganization or modification of Tenant’s capital structure; however, if such a petition is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to anything referred to in subsections have the proceedings initiated by such petition dismissed within sixty (c60) to days after the filing thereof. (fb) inclusive, or which has a substantially similar effect, occurs with respect to Seller under Upon any law. Upon Seller’s Event of Default, Buyer may immediatelyLandlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity, take any one or more of the following actions: (i) Terminate Tenant’s right to possession of the Premises by giving Tenant written notice thereof, in which event Tenant shall immediately surrender the Premises to Landlord. In the event that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant all damages suffered by Landlord as the result of Tenant’s failure to perform its obligations hereunder, described in Civil Code Section 1951.2, including, but not limited to, the worth at the time of the award (computed in accordance with paragraph (3) of subdivision (a) of Section 1951.2 of the California Civil Code) of any unpaid Rent which had been earned at the time of such termination; plus (1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss Tenant proves reasonably could have been avoided; plus (2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves reasonably could be avoided; plus (3) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course would be likely to result therefrom, including all amounts due under Section 21(c); plus (4) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law. As used in subparagraphs (i) and (ii) above, the “worth at the time of award” is computed by allowing interest at the Default Rate. As used in subparagraph (iii) above, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Forbearance by Landlord to enforce one or more of the remedies herein provided upon an Event of Default shall not be deemed or construed to constitute a waiver of such default. Tenant hereby waives for Tenant and for all those claiming under Tenant all rights now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease; (ii) Terminate Tenant’s right to possess the Premises without terminating this Lease by giving written notice thereof to Tenant, in which event Tenant shall pay to Landlord: (1) all Rent and other amounts accrued hereunder to the date of termination of possession; (2) all amounts due from time to time under Section 21(c); and (3) all Rent and other sums required hereunder to be paid by Tenant during the remainder of the Term, diminished by any sums thereafter received by Landlord through reletting the Premises during such period, after deducting all costs incurred by Landlord in reletting the Premises. Any sums due under the foregoing Section 21(b)(ii)(3) shall be calculated and due monthly. If Landlord elects to proceed under this Section 21(b)(ii), Landlord may remove all of Tenant’s property from the Premises and store the same in a public warehouse or elsewhere at the cost of, and for the account of, Tenant, without becoming liable for any loss or damage which may be occasioned thereby, except to the extent caused by the gross negligence or willful misconduct of Landlord, its agents or employees. If and to the extent required by applicable Law, Landlord shall use commercially reasonable efforts to relet the Premises on such terms as Landlord in its sole discretion may determine (including a term different from the Term, rental concessions, and alterations to, and improvement of, the Premises); however, Landlord shall not be obligated to expend funds in connection with reletting the Premises, nor to relet the Premises before leasing other portions of the Project and Landlord shall not be obligated to accept any prospective tenant proposed by Tenant unless such proposed tenant meets Landlord’s leasing criteria. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall not affect Tenant’s obligations hereunder for the unexpired Term; rather, Landlord may, from time to time, bring an action against Tenant to collect amounts due by Tenant, without the necessity of Landlord’s waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section 21(b)(ii). If Landlord elects to proceed under this Section 21(b)(ii), it may at any time elect to terminate this Lease under Section 21(b)(i); (iii) In addition to all other rights and remedies provided Landlord in this Lease and by Law, Landlord shall have the remedy it described in California Civil Code Section 1951.4 (Landlord may continue the Lease in effect after Tenant’s breach and abandonment and recover Rents as they become due if Tenant has the right to sublet or assign the Lease, subject to reasonable limitations); or (iv) Perform any act Tenant is obligated to perform under the terms of this Lease (and enter upon the Premises in connection therewith if necessary) in Tenant’s name and on Tenant’s behalf, without being liable for any claim for damages therefor (except to the extent any damage is caused by the gross negligence or willful misconduct of Landlord, its agents or employees), and Tenant shall reimburse Landlord within thirty (30) days of demand for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease (including, but not limited to, collection costs and legal expenses), plus interest thereon at the Default Rate. (c) Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court costs and reasonable attorneys’ fees and expenses) in: (1) obtaining possession of the Premises; (2) removing and storing Tenant’s or any other occupant’s property; (3) repairing, restoring, altering, remodeling, or otherwise putting the Premises into condition acceptable to a new tenant; (4) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including market-rate brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting); (5) performing Tenant’s obligations which Tenant failed to perform; and (6) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the Event of Default. To the full extent permitted by Law, Landlord and Tenant agree the federal and state courts of the State of California shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties’ rights and obligations under this Lease. (d) Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord’s rights regarding any future violation of such term. Landlord’s acceptance of any partial payment of Rent shall not waive Landlord’s rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord’s acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. (e) Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies Landlord 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii2) take possession shall be cumulative; and (3) may be pursued successively or concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be deemed an election of Buyer’s samples and materials held by Seller; (iii) finish Services remedies or correct preclude Landlord from exercising 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, other remedies in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationfuture.

Default Remedies. Each (a) As used herein, the term “Default” means any of the following constitutes an event of “Default” by Sellerevents: (ai) failure Borrower fails to complete Services pay any Installment or deliver Goods other amount due under a Note within ten days after the time same shall have become due, or with shall have failed to perform any of the quality specified provisions or guaranteed requirements set forth in this AgreementSection 5 hereof; (bii) failure Borrower becomes insolvent or makes an assignment for the benefit of its creditors; (iii) a receiver, trustee, conservator 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, insolvency 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 comply with perform any provisions other provision of this AgreementAgreement or any other Loan Document, including breach as defined herein, and fails to cure such default within thirty (30) days of notice therefor; (vi) any warranty or guaranteerepresentation made by Borrower herein proves to have been false or misleading when made or deemed to have been made; (cvii) if Seller isBorrower merges or consolidates with any other corporation or entity (and Borrower is not the surviving entity), or admits sells, leases or disposes of all or substantially all of its assets without the prior written consent of KEF; (viii) Borrower, if an individual, dies or, if not an individual, is dissolved; (ix) a change in writing that it is, or is declared to be, or is taken under control occurs in Borrower; (x) any applicable law to be (filing by Borrower of a termination statement for any purpose), bankrupt, insolvent, or unable to pay its debts as financing statement filed by KEF while any obligations are owed by Borrower under a Note; and when they fall due, including as a result of a failure to comply with a creditor's statutory demand; (dxi) if a controller (as defined in section 9 any of the Corporations ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to events listed in subsections (cii) to through (fix) inclusive, or which has a substantially similar effect, above occurs with respect to Seller under any lawGuarantor (provided that, with respect to subpart (vii) above, any Guarantor may merge or consolidate with Borrower (so long as Borrower is the surviving entity) or any other Guarantor, or sell, lease or dispose of all or substantially all of its assets to Borrower or a Guarantor). Upon Seller’s Default, Buyer may immediately, in addition A Default with respect 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, orNote shall, at its sole option and without liability to SellerKEF’s option, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such constitute a Default has been cured; for all Notes (ii) take possession of any of Buyer’s samples and materials held by Seller; (iiiKEF) finish Services or correct and any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms other agreements between KEF 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationBorrower.

Default Remedies. Each A. Lessee shall be in default hereunder if (i) Lessee fails to pay in full when due the Base Rent, as adjusted from time to time as herein provided, any Additional Rent hereunder, or any other sums payable under this Lease; (ii) Lessee fails to observe and perform any of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions terms, covenants and/or conditions of this AgreementLease not contemplated by clauses (i) or (iii) of this sentence and such default shall continue for more than ten ( I 0) days after written notice from Lessor to Lessee; or (iii) the Premises shall be abandoned, including breach deserted or vacated at any time during the Term of any warranty or guarantee; (c) if Seller isthis Lease. The Premises and trade fixtures, or admits in writing that it is, or is declared to be, or is taken under any applicable law to equipment and furniture situated thereon shall be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 conclusively deemed abandoned by ▇▇▇ ▇▇▇▇ upon fifteen (Cth))15) consecutive days absence from the Premises by Lessee or its agents (unless such absence results from fire or other casualty) together with the failure to pay all rent due hereunder. In such event Lessor may enter the Premises and may remove all remaining trade fixtures and equipment at ▇▇▇▇▇▇'s expense. All such property shall, receiverat Lessor's option, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratorbecome the property of Lessor, or similar officer is appointed said property may be placed 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusivestorage at Lessee's cost and expense, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to any other right sold 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 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 sourceotherwise disposed of, in which case Seller will be liable event the proceeds of such sale or other disposition shall belong 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 expenseLessor. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right shall also occur if at any time during the Term there shall be filed by or against Lessee or its permitted successors, or assigns, then in possession of the Premises, in any court pursuant to require adequate assurances any statute either of Seller’s performance. In the United States or of any action state or foreign jurisdiction, a petition (I) in bankruptcy, (2) alleging insolvency, (3) for reorganization, (4) for the appointment of a receiver, or (5) for an arrangement under the Bankruptcy Acts or Codes, or if a similar type of proceeding between shall be filed and said proceeding is not set aside, vacated, discharged or bonded within thirty (30) days after the partiesinstitution of same, the prevailing party will be entitled then Lessor may terminate ▇▇▇▇▇▇'s rights under this Lease by notice in writing to recover all its legal fees, expensesLessee, and thereupon Lessee shall immediately quit and surrender the Premises to Lessor, but Lessee shall continue to be liable for the payment of Rent and all other costs of litigationsums due hereunder.

Default Remedies. Each 14.2.1 An Event of the following constitutes Default under 14.1 (other than 14.1(v)) is a repudiation, and an event Event of “Default” by Seller: (aDefault under 14.1(v) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions is deemed a repudiation of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 Agreement by ▇▇▇ ▇▇▇▇ and, in any such case, Lessor may, at its option: accept that repudiation or deemed repudiation by giving notice to Lessee terminating this Agreement and/or the leasing of the Engine Package (Cth"Lease Termination")); and/or take actions seeking performance of this Agreement by ▇▇▇▇▇▇ and/or recovery of ▇▇▇▇▇▇'s damages and costs caused by the Event of Default ("Enforcement Action") – without prejudice to Lessor's other rights under this Agreement and applicable Law, receiverincluding its rights, receiver as title-holder of each Engine Package, to sell or redeploy any Engine Package and managercollect income, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed profits and/or proceeds therefrom. 14.2.2 In the case of a Lease Termination: Lessee's rights in respect of Seller the Engine Package shall cease; and Lessee shall promptly pay Lessor the Termination Damage Amount. 14.2.3 In the case of a Lease Termination or any asset Enforcement Action, Lessee: agrees that Lessor may Take Possession of Seller; the Engine Package, and, to the maximum extent permitted by Law, (ea) may do so (1) without petitioning, obtaining leave or an application (not withdrawn order of, or dismissed within 7 days) is made to acting under the supervision of, a court for an orderor administrative body, an order and/or (2) whether or not Lessee is made, a meeting insolvent or is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 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, then subject to the terms insolvency proceedings, and provisions above. In addition (b) Lessee waives its right 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 delivery or completion schedule or waive any deficiencies in performanceobject thereto; provided, however, agrees that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will ▇▇▇▇▇▇ shall be entitled to recover all expedited and/or interim remedies or judicial remedies, including those that permit Lessor to Take Possession of the Engine Package, and, to the maximum extent permitted by Law, Lessee waives any objection thereto; shall redeliver that Engine Package to the Redelivery Location and Lessee hereby authorises ▇▇▇▇▇▇, at the latter's option, to so redeliver on behalf of Lessee; and irrevocably appoints Lessor its legal feesattorney in fact, expensesagent and/or representative for purposes of 14.2.3(i)-(iii), permitting Lessor, inter alia, to execute documentation in ▇▇▇▇▇▇'s name and other costs of litigationenter ▇▇▇▇▇▇'s facilities.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure The following shall be deemed "Events of Default" under the Lease: (1) Lessee fails to complete Services 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 Equipment, or fails, within ten (10) days written notice, to deliver Goods within any documents required from Lessee under the time Lease; or (3) Any representation or warranty made by Lessee or Lessee's guarantor in the Lease or any document supplied in connection with the quality specified Lease or guaranteed in this Agreementany financial statement is misleading or materially inaccurate; or (b4) failure Lessee fails to comply with observe or perform any provisions of this Agreement, including breach the other obligations required to be observed by Lessee under the Lease within thirty (30) days of any warranty Lessee's first knowledge of such failure; or (5) Lessee or guaranteeLessee's guarantor ceases doing business as a going concern; (c) if Seller is, or makes an assignment for the benefit of creditors; admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any reorganization, including as a result 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 material allegations of a failure petition filed against it in any such proceeding; consents to comply with or acquiesces in the appointment of a creditor's statutory demand; (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth))trustee, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratoror 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 officer is appointed in respect 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 Seller any trustee, receiver or liquidator of it or all of or any asset substantial part of Seller; its respective assets and properties, such appointment shall not be vacated. (eb) 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 application 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 withdrawn or dismissed within 7 days) is made to as a court for an orderpenalty, an order is made, a meeting is convened or a resolution is passed, amount equal to the Stipulated Loss Value for the purpose Equipment computed as of appointing a liquidator the date the last Base Monthly Rental payment was due prior to Seller 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 Lessor the Stipulated Loss Value for the winding up 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 Seller; (f) Seller proposes any moratorium 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 arrangement with creditors in equity to enforce performance by Lessee of the applicable covenants of the Lease or to recover damages for the purposes breach of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections the Lease. (c) to (f) inclusive, 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 which has any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a substantially similar effect, occurs with respect to Seller waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 16 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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: 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. (id) terminate In the relationship and/or event Lessee shall fail to perform any pending Orders with Seller and obtain a return of all money already paid its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to Seller for Goods and Services not yet provided, ordo so, at its sole option the cost and without liability to Sellerexpense of Lessee. In any such event, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer Lessee shall promptly reimburse Lessor for any additional such costs or and expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLessor.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) The following shall be deemed “Events of Default” under the Lease: (i) Lessee fails to pay any installment of rent or other charge or amount due under the Lease and such failure continues for twenty (20) days after written notice from Lessor; (ii) Except as expressly permitted in the Lease, L▇▇▇▇▇ attempts to complete Services remove, sell, encumber, assign or deliver Goods within sublease or fails to insure any of the time Equipment; (iii) Any representation or warranty made by Lessee or L▇▇▇▇▇’s guarantor in the Lease or any document supplied in connection with the quality specified Lease or guaranteed in this Agreementany financial statement is misleading or materially inaccurate; (iv) Lessee fails to observe or perform any other obligations required under the Lease, and such failure continues uncured for twenty (20) days after written notice from Lessor; (v) Lessee or L▇▇▇▇▇’s guarantor ceases doing business as a going concern; (b) failure to comply with any provisions makes an assignment for the benefit of this Agreement, including breach of any warranty or guaranteecreditors; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due; files a voluntary petition in bankruptcy or is involuntarily placed into a bankruptcy or a receivership action; is adjudicated bankrupt or insolvent; files a petition seeking any reorganization, readjustment, liquidation, dissolution or similar arrangement under any statute, law or regulation; files an answer admitting or fails to deny the material allegations of a complaint or petition filed against it in any such bankruptcy, receivership, reorganization, liquidation or dissolution proceeding; consents to or acquiesces in the appointment of a trustee, receiver, or liquidator for it or of all or any substantial part of its assets or if it or its trustee, receiver, liquidator or shareholders shall take any action to effect its dissolution or liquidation; (vi) If within ninety (90) days after the commencement of any action against Lessee or L▇▇▇▇▇’s guarantor seeking reorganization, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, such action is not dismissed, or if within ninety (90) days after the appointment (with or without Lessee’s or Lessee’s guarantor’s consent) of any trustee, receiver or liquidator such appointment is not 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 sole reasonable 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 material substantial change in ownership of the outstanding stock or membership interest of the Lessee, any subsidiary of Lessee or a material substantial change in its board of directors, members or partners, and such change in control results in a material adverse change in Lessee’s financial condition; (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 reasonable 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 agreement for software relating to the Equipment; and/or (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 in writing Lessor of the occurrence of an Event of Default or any event that would reasonably 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 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. L▇▇▇▇▇ 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 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 reasonable 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 reasonable 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 L▇▇▇▇▇ 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 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 L▇▇▇▇▇ 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 L▇▇▇▇▇’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. L▇▇▇▇▇ agrees that the detriment that L▇▇▇▇▇ will suffer 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 breach by L▇▇▇ ▇▇▇▇ (Cth))of the obligations contained in this Master Agreement cannot be adequately compensated by monetary damages, receiverand therefore, receiver Lessor shall be entitled to injunctive and managerother equitable relief to enforce the provisions of this paragraph. L▇▇▇▇▇ AGREES THAT LESSOR SHALL HAVE NO DUTY TO MITIGATE L▇▇▇▇▇’S DAMAGES UNDER ANY SCHEDULE BY TAKING LEGAL ACTION TO RECOVER THE SOFTWARE FROM LESSEE OR ANY THIRD PARTY, voluntary administratorOR TO DISPOSE OF THE SOFTWARE BY SALE, 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections RE-LEASE OR OTHERWISE. (c) to (f) inclusive, 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 which has any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a substantially similar effect, occurs with respect to Seller waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 16 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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 UCC, PPSA or other applicable law governing secured transactions) or in equity: 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. (id) terminate In the relationship and/or event Lessee fails to perform any pending Orders with Seller of its obligations under the Lease, Lessor may perform the same at the cost and obtain expense of L▇▇▇▇▇. In any such event, L▇▇▇▇▇ shall promptly reimburse Lessor for any such costs and expenses incurred by L▇▇▇▇▇. (e) [RESERVED] (f) Upon an Event of Default as defined herein (“Trigger Event”), Lessee hereby grants to Lessor a return security interest in all currently existing and hereafter acquired or arising assets, property and proceeds thereof belonging to Lessee and its subsidiaries, 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 or its subsidiaries has any interest and proceeds thereof, to secure prompt payment and performance of all money already paid its obligations under the Master Agreement and Lease. Upon the occurrence of a Trigger Event, the foregoing grant shall automatically be effective and Lessor shall have the right to Seller for Goods file financing statements (e.g. UCC-1) under the applicable UCC, PPSA or other applicable law governing secured transactions. L▇▇▇▇▇ hereby authorizes Lessor to make such filings immediately upon the occurrence of a Trigger Event and Services not yet providedwill, orupon L▇▇▇▇▇’s request, take such further actions and execute and deliver such other documents, at its sole option expense, as Lessor may request to perfect and without liability to Seller, suspend Services or delivery protect its security interest granted hereby. L▇▇▇▇▇ acknowledges and agrees that the foregoing grant 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, security interest is in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Buyer will have a right of set-off and may withhold from time shall in no way affect or alter any existing security interest(s) granted to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLessor under this Master Agreement.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within If during the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions term of this AgreementCharter: (i) The Charterer shall make default for two Business Days in any payment in respect of Charter Hire, including breach Additional Charter Hire or other amounts due under the terms of this Charter. (ii) The Charterer shall fail for a period of thirty (30) Business Days after written notice thereof has been given to the Charterer by the Owner to perform and observe any warranty of the covenants, conditions, agreements or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law stipulations on the part of the Charterer to be performed or observed contained herein (for any purposeother than sub-clause (a)(i) and (v) of this Clause), bankrupt, insolvent, . (iii) The Charterer ceases doing business as a going concern or unable generally ceases to pay its debts as they become due or any proceedings under any bankruptcy or insolvency laws are instituted against the Charterer or if a receiver or trustee is appointed for the Charterer or for any of its assets or properties, and when they fall duesuch proceeding is not dismissed, including as a result vacated or fully stayed within sixty (60) days. (iv) The Charterer shall create or suffer to exist any mortgage, charge, pledge or other like encumbrance over the Vessel or any part thereof not created or caused by the Owner or by persons claiming by, through or under the Owner or shall have abandoned the Vessel. The foregoing provisions shall not apply to any notice of a failure abandonment which the Charterer may give to insurers under the provisions of Clause 12. (v) The Charterer fails to comply with any of its obligations as to insurance contained in Clause 11. (vi) The Charterer shall within thirty (30) days of any scheduled date of redelivery hereunder fail to provide adequate bail or security when required so to do in respect of any maritime lien, possessory lien or statutory right in rem which may be acquired over the Vessel not created or caused by the Owner or by persons claiming by, through or under the Owner in order to prevent the Vessel being arrested, impounded or seized or if any such lien, right or claim over the Vessel is exercised by the arrest, attachment, detention, impounding or seizure of the Vessel under any distress execution or other process, or any distress or execution is levied thereon, and the Charterer fails to use its best endeavors to procure the release of the Vessel therefrom within thirty (30) days of any scheduled date of redelivery hereunder. THEN AND IN ANY SUCH EVENT the Owner may, by written notice to the Charterer, declare this Charter to be in default and the Owner may: (i) Upon written demand, cause the Charterer at the Charterer's expense to, and the Charterer shall promptly, redeliver the Vessel or cause the Vessel to be redelivered, with all reasonable dispatch to the Owner and in the condition required by the terms of Clause 8 as if the Vessel were being redelivered at the expiration of the Charter Period, and all obligations of the Charterer under said Clause 8 shall apply to such redelivery, or (ii) the Owner or its agent, at the Owner's option, without further notice, may, but shall be under no obligation to, retake the Vessel wherever found, whether upon the high seas or in any port, harbor, or other place and irrespective of whether the Charterer, any subcharterer or any other Person may be in possession of the Vessel, all without prior demand and without legal process, and for that purpose the Owner or its agent may enter upon any dock, pier or other premises where the Vessel may be and may take possession thereof, without the Owner or its agent incurring any liability by reason of such retaking, whether for the restoration of damage to property caused by such retaking or otherwise. The exercise by the Owner of its remedies under this subclause (a) shall be without prejudice, and in addition, to any of the Owner's other remedies referred to below. (b) The Owner or its agent may sell the Vessel at public or private sale, with or without notice to the Charterer, advertisement or publication, as the Owner may determine, or otherwise may dispose of, hold, use, operate, charter (whether for a creditorperiod greater or less than the balance of what would have been the Charter Period in the absence of the termination of the Charterer's statutory demand; rights to the Vessel) to others or keep the Vessel idle, all on such terms and conditions and at such place or places as the Owner may determine and all free and clear of any rights of the Charterer and of any claim of the Charterer in admiralty, in equity, at law or by statute, whether for loss or damage or otherwise, and without any duty to account to the Charterer. (c) The Charterer shall be liable for any and all Charter Hire and Additional Charter Hire payable under this Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by the Owner by reason of the occurrence of any default or by reason of the exercise by the Owner of any remedy hereunder, including, without limitation, all costs and expenses incurred by the Owner in connection with any retaking of the Vessel and, upon the redelivery or retaking of the Vessel in accordance with this Clause 17, the placing of the Vessel in the condition and seaworthiness required by the terms of Clause 8 hereof and including interest on overdue Charter Hire and Additional Charter Hire. (d) if a controller (as defined in section 9 of Each and every right, power and remedy herein given to the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver Owner shall be cumulative 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, shall be in addition to every other right, power and remedy herein given or now or hereafter existing at law, in equity, admiralty or by statute and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Owner, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission of the Owner to exercise any right or remedy power vested in it may have hereunder shall impair such right or power or be construed as a waiver of or as acquiescence in any default by the Owner or be deemed a waiver of any right arising out of any future default or of any past default. In the event the Owner at law any time agrees to waive any such right or in equity: (i) terminate power, such waiver shall be revocable by the relationship and/or Owner at any pending Orders with Seller time and obtain a return the right or power shall henceforth be again exercisable as though there had been no such waiver unless the Event of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; . In the event the Owner shall have proceeded to enforce any right or pursue any power under this Charter and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Owner, then and in every such case the Charterer and the Owner shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Charter and all rights, remedies and powers of the Owner shall continue as if no such proceedings had been taken. (iie) take possession The rights and powers of the Owner and the obligations of the Charterer under this Clause 17 shall be effective and enforceable regardless of the pendency of any proceeding which has or might have the effect of Buyer’s samples and materials held preventing the Owner or the Charterer from complying with the terms of this Charter. No express or implied waiver by Seller; (iii) finish Services or correct the Owner of 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 default shall in any way reasonably required be, or be construed to complete Services be a waiver of any further or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationsubsequent default.

Default Remedies. Each The occurrence of any of the following constitutes an event of events or circumstances shall constitute a “Default” hereunder: (i) any Credit Party shall have failed to pay when due any principal payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by Selleracceleration or otherwise), or (ii) any Credit Party shall have failed to pay when due any interest payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by acceleration or otherwise), which failure (in the case of clause (ii)) shall have continued unremedied for at least three Business Days after the date on which such payment is required to be made, (b) other than with respect to payments under the Financing Documents: (ai) failure the Borrower or any Restricted Subsidiary shall default (as principal, guarantor or other surety) in the payment of any principal of, interest on, or premium, guaranty fees or other fees payable with respect to complete Services any credit-enhancement for, any Indebtedness or deliver Goods within Contingent Obligation, which Indebtedness or Contingent Obligation is for a principal amount of at least $10,000,000 in the time aggregate (or with its equivalent in any other currency) (“Material Obligations”), and such default shall have continued for more than any applicable period of grace, (ii) any other event shall occur or condition shall exist in respect of any Material Obligation that results in (or permits the quality specified applicable creditor to cause) the acceleration of the Borrower’s or guaranteed any Restricted Subsidiary’s obligation to pay all or any portion of such Material Obligations or (iii) any Material Obligation shall be required to be redeemed, purchased or defeased (or similarly satisfied) before its otherwise scheduled payment date (or an offer to redeem, purchase or defease (or similarly satisfy) such Material Obligations shall be required to be made), in each case before the otherwise scheduled payment date, (c) any representation or warranty made by or on behalf of any Credit Party or any Credit Party Affiliate in this Agreement; , any other Financing Document or any notice or other certificate, document, Financial Statement or other statement delivered pursuant hereto or thereto shall have been untrue or incorrect in any respect when made or deemed made, (d) any Credit Party shall have failed to observe or perform any term or covenant set forth in Section 6.1(a), (g), (h),(i),(j), (l) or (p) or in Section 6.2, (e) except as specifically provided in clauses (a), (b) failure and (d), any Credit Party shall have failed to comply with observe or perform any provisions of other agreement, covenant or provision contained in this Agreement, including breach any other Financing Document or any document delivered pursuant hereto or thereto, and such failure (unless not capable of remedy in the reasonable opinion of the Required Lenders) shall have continued unremedied for at least 30 days after the earlier of: (i) such Credit Party’s receipt of written notice of the occurrence thereof or (ii) the date on which such Credit Party shall (or should) have obtained knowledge of such failure), (f) any Governmental Approval required: (i) to enable any Credit Party lawfully to enter into and perform its obligations under the Financing Documents to which it is a party, (ii) to enable any Credit Party to operate its business, (iii) to enable any Financing Party to exercise any of the rights expressed to be granted to it in the Financing Documents and/or (iv) to ensure the legality, validity, enforceability and/or admissibility in evidence in México and/or New York of any warranty of the Financing Documents shall not be obtained or guarantee; shall cease to be in full force and effect in any respect, (ci) if Seller isany Transaction Document at any time and for any reason terminates or otherwise ceases to be in full force and effect (other than any scheduled expiration thereof), or admits in writing that it is, or any Transaction Document is declared to bebe void, or is taken any Person shall issue a notice of termination under any applicable law Material Document; provided that the termination of any Material Document or other failure of any such document to remain in full force and effect (or any such issuance of a notice thereof) shall not constitute a Default unless such event, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change; or (ii) any Credit Party or any other Person repudiates, or contests the validity or enforceability of, any Transaction Document to which it is a party, (h) any Expropriation Event shall occur, (i) with respect to the Borrower or any Restricted Subsidiary, either: (i) it shall commence a voluntary case, proceeding or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of payments, concurso mercantil or relief of debtors seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or other similar official of it or for any purpose)part of its Property, bankrupt(ii) an involuntary case, insolventproceeding or other action of a nature referred to in clause (i) shall be commenced against it that shall: (A) result in the entry of an order for relief of any such adjudication or appointment or (B) not have been discharged within 60 days from the commencement thereof, (iii) an involuntary case, proceeding or unable other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar process (excluding precautionary attachment) against any substantial part of its Property that shall result in the entry of an order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, (iv) there shall be commenced against it any extra-judicial liquidation proceedings under any Applicable Law of any jurisdiction, which proceedings could reasonably be expected to result in its liquidation, (v) it shall admit in writing its inability to pay its debts as and when they fall become due, including as (vi) it shall make a result general assignment for the benefit of a failure to comply with a creditor's statutory demand; its creditors or (dvii) if a controller it shall take any corporate (as defined or similar) action in section 9 furtherance of, or indicating its consent to, approval of or acquiescence in, any of the Corporations ▇▇▇ ▇▇▇▇ foregoing acts, (Cth))j) any court, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, other Governmental Authority or similar officer is appointed in respect of Seller arbitrator shall enter against the Borrower 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 equityRestricted Subsidiary: (i) terminate a final non-payment judgment, decree or order that, individually or in the relationship and/or any pending Orders with Seller and obtain aggregate, has resulted in, or could reasonably be expected to result in, 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 Material Adverse Change or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take a final judgment, decree or order for the payment of money in an amount that, when aggregated with the amount of all other unsatisfied final judgments, decrees or orders against the Borrower and the Restricted Subsidiaries (collectively), exceeds $10,000,000 (or its equivalent in any other currency), and (in case of both clause (i) and (ii)) either: (A) such judgment, decree or order is not stayed or discharged within 45 days after entry thereof or (B) there shall be any period of at least 45 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect, (k) a Change of Control shall occur, (l) the ownership or possession of Capital Stock of any Credit Party by any Person shall contravene the Foreign Investment Law, (m) the government of Buyer’s samples México, the SCT, the COFETEL or any other Governmental Authority shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew a Material Concession or any other material Governmental Approval, (ii) issue an administrative resolution to revoke, terminate, materially suspend, materially and materials held by Seller; adversely modify, withdraw or fail to renew a Material Concession or any other material Governmental Approval or (iii) finish Services issue any other rule or correct decree resulting in the revocation, the termination, any suspension that is not partial, temporary and non-conformity at Seller’s expense material, any material and adverse modification or the withdrawal of a Material Concession or any other material Governmental Approval; provided that, without limiting the generality of the foregoing, the issuance by whatever method Buyer deems expedient; the SCT of any or several administrative notices, sanctions or actions pursuant to Article 38 of the Federal Telecommunications Law relating to any event described in paragraphs I, V, VI and VII thereof shall not constitute a Default under clauses (ivi), (ii) rejector (iii) unless and until any such notice, repairaction or sanction results in any of the events described in such clauses, (n) any change in or the withdrawal or modification of any Applicable Law occurs, including the imposition of applicable foreign exchange control regulations, that, individually or in the aggregate, in the reasonable opinion of the Required Lenders has resulted in, or replace non-conforming Goods could reasonably be expected to result in, a Material Adverse Change, (o) the Obligations shall cease to rank at least pari passu with the present and future senior unsecured and unsubordinated Indebtedness and Contingent Obligations of any Credit Party, or (p) there shall occur any governmental action: (i) asserting a general moratorium or Services (ii) changing or procure same restricting the currency (or similar Goods or Services from another source, the conversion thereof) 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 Credit Party may pay for that portion of Services previously completed by Seller, subject to the 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationobligations.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services In the event a Development Default shall exist or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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: occur Newco may: (i) terminate its obligations under this Agreement in respect of the relationship and/or Development Loan and the Special Development Note and cease to make any pending Orders with Seller further advances under Section 1.1, Section 2.1, and obtain a return Section 2.3, and shall have the right to declare the Development Note and the Special Development Note due and payable in full, without demand, presentment, or notice of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; any kind; (ii) take possession 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 and the Special Development Note with respect to the Collateral and any of Buyer’s samples and materials held other applicable law upon default by Seller; a debtor; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; exercise its rights under the other Security Instruments in respect of the Development Loan and the Special Development Loan; (iv) reject, repair, exercise all 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 a portion of Services previously completed by Seller, subject to the 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 delivery or completion schedule or waive any deficiencies in performanceOption; provided, however, that no in the case of any event or condition described in Section 10.1(g) with respect to the Company or any Subsidiary, Newco's obligations under this Agreement shall automatically terminate forthwith and all amounts owed by the Company hereunder and under the Development Note and the Special Development Note shall automatically become immediately due and payable without notice, demand, presentment, protest, diligence, notice of dishonor, or other formality, all of which are hereby expressly 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 waivers 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 and the Special Development Loan. Any requirement of reasonable notice shall be met if Newco sends such notice to the Company, by registered or extensions will 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 binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right purchaser at any time such sale. The Company expressly authorizes such sale or sales of the Collateral in advance of and to require adequate assurances the exclusion of Seller’s performanceany sale or sales of or other realization upon any other collateral securing the Development Loan and the Special Development Loan. In Newco shall have no obligation to preserve rights against prior parties. The Company hereby waives as to Newco any action right of subrogation or proceeding between marshaling of such Collateral and any other collateral for the partiesDevelopment Loan and the Special Development Loan. To this end, the prevailing Company hereby expressly agrees that any such collateral or other security of the Company or any other party will which Newco may hold, or which may come to any of them or any of their possession, may be entitled 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 recover all its legal feesbe 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 the Special Development Loan and that it is possible for one of the loans to be in default while the other is not. Consequently, expensesthe 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 other costs 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 litigation.this Agreement, a "Refinancing Default" shall mean:

Default Remedies. Each of the following constitutes an event of “Lessee shall be deemed to be in default hereunder ("Default” by Seller: ") if (a) failure Lessee refuses, without justification, to complete Services or accept delivery of the Equipment as provided in Section 4 hereof and execute and deliver Goods within the time or with the quality specified or guaranteed in this Agreementan Acceptance Letter therefor; or (b) failure Lessee shall fail to make any payment hereunder within five (5) days after the same shall have become due; or (c) Lessee shall fail to comply with any the provisions of this AgreementSection 8 hereof; or (d) 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 appointment of a receiver, including breach trustee or liquidator of any warranty itself or guarantee; (c) if Seller isof a substantial part of its property, or admits shall admit in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts generally as and when they fall come due, including or shall make a general assignment for the benefit of creditors, or shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as a result now or hereafter in effect) or an answer admitting the material allegation of a failure to comply with a creditor's statutory demand; (d) if a controller (as defined petition filed against Lessee in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratorany such proceeding, or Lessee shall by voluntary petition, seek relief under the provisions of any other now existing or future bankruptcy or other similar officer is appointed in respect law providing for the reorganization or windingup of Seller corporations, or any asset of Sellerproviding for an agreement, composition, extension or adjustment with its creditors; or (ef) an application (not withdrawn or dismissed within 7 days) is made to a court for an order, an order is madejudgment or decree shall be entered by any court of competent jurisdiction appointing, without the consent of the Lessee, a meeting is convened receiver, trustee, or liquidator of Lessee or of any substantial part of its property, or any substantial part of the property of Lessee shall be sequestered or judgment or decree of appointment or sequestration shall remain in force undismissed, unstayed or unvacated for a resolution is passed, for period of sixty (60) days after the purpose date of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by itentry thereof; or (g) anything analogous to anything referred to a petition against Lessee in subsections proceedings under the federal bankruptcy laws or other insolvency laws (cas now or hereafter in effect) to shall be filed and shall not be withdrawn or -------------------------------------------------------------------------------- THIS IS PAGE 7 OF 17 PAGES OF THIS AGREEMENT -------------------------------------------------------------------------------- (fj) inclusiveLessee shall be in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or which has a substantially similar effectfor the payment of any rent under any lease agreement covering real or personal property, occurs and the applicable grace period with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, thereto shall have expired and the obligation shall not be contested 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 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 good faith by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its appropriate legal fees, expenses, and other costs of litigationproceedings.

Default Remedies. Each A. Lessee shall be in default hereunder if (i) Lessee fails to pay in full when due the Base Rent, as adjusted from time to time as herein provided, any Additional Rent hereunder, or any other sums payable under this Lease; (ii) Lessee fails to observe and perform any of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions terms, covenants and/or conditions of this AgreementLease not contemplated by clauses (i) or (iii) of this sentence and such default shall continue for more than ten ( l 0) days after written notice from Lessor to Lessee; or (iii) the Premises shall be abandoned, including breach deserted or vacated at any time during the Term of any warranty or guarantee; (c) if Seller isthis Lease. The Premises and trade fixtures, or admits in writing that it is, or is declared to be, or is taken under any applicable law to equipment and furniture situated thereon shall be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 conclusively deemed abandoned by ▇▇▇ ▇▇▇▇ upon fifteen (Cth))15) consecutive days absence from the Premises by Lessee or its agents (unless such absence results from fire or other casualty) together with the failure to pay all rent due hereunder. In such event Lessor may enter the Premises and may remove all remaining trade fixtures and equipment at ▇▇▇▇▇▇'s expense. All such property shall, receiverat Lessor's option, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratorbecome the property of Lessor, or similar officer is appointed said property may be placed 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusivestorage at Lessee's cost and expense, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to any other right sold 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 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 sourceotherwise disposed of, in which case Seller will be liable event the proceeds of such sale or other disposition shall belong 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 expenseLessor. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right shall also occur if at any time during the Term there shall be filed by or against Lessee or its permitted successors, or assigns, then in possession of the Premises, in any court pursuant to require adequate assurances any statute either of Seller’s performance. In the United States or of any action state or foreign jurisdiction, a petition ( l) in bankruptcy, (2) alleging insolvency, (3) for reorganization, (4) for the appointment of a receiver, or (5) for an arrangement under the Bankruptcy Acts or Codes, or if a similar type of proceeding between shall be filed and said proceeding is not set aside, vacated, discharged or bonded within thirty (30) days after the partiesinstitution of same, the prevailing party will be entitled then Lessor may terminate ▇▇▇▇▇▇'s rights under this Lease by notice in writing to recover all its legal fees, expensesLessee, and thereupon Lessee shall immediately quit and surrender the Premises to Lessor, but Lessee shall continue to be liable for the payment of Rent and all other costs of litigationsums due hereunder.

Default Remedies. Each A. The occurrence of any one or more of the following constitutes an event events shall constitute a default or breach of “Default” this Lease by SellerLessee: (1) Failure by Lessee to pay any portion of the Base Rent or Additional Rent or to make any other payment required to be made by Lessee hereunder within ten (10) days after receipt of written notice from Lessor that Lessor has not received such payment when due; (2) Any of the following: (ai) failure the making by Lessee of any general assignment for the benefit of creditors; (ii) the filing by Lessee of a petition for reorganization, liquidation, dissolution, consent or arrangement under any present or future law, code or regulation relating to complete Services bankruptcy, insolvency or deliver Goods within other relief for debtors generally or the time filing of an involuntary petition in bankruptcy or similar law against Lessee (unless, in the case of a petition filed against Lessee, such petition is dismissed with 60 days); (iii) the quality specified appointment of a trustee or guaranteed receiver to take possession of all or substantially all of Lessee's assets or of Lessee's interest in this AgreementLease; (biv) failure to comply with any provisions the attachment, execution or other judicial seizure of this Agreement, including breach substantially all of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of a failure to comply with a creditorLessee's statutory demand; (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by itassets; or (gv) anything analogous the liquidation, dissolution or termination of Lessee; (3) Failure by Lessee to anything referred observe, comply with or perform any provision of this Lease, where such failure shall continue for a period of thirty (30) days after notice thereof by Lessor to Lessee or, if the performance cannot be reasonably had within the thirty (30) day period, Lessee shall not in subsections good faith have commenced performance within the thirty (c30) day period and shall not diligently proceed to completion of performance. (f4) inclusiveLessee abandons or vacates the Premises for more than thirty (30) days or surrenders the Premises. B. Upon the occurrence of any default described in this Section, Lessor may with or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediatelywithout demand whatsoever, in addition to any other lawful right or remedy it that Lessor may have, do any one or more of the following: (1) Immediately or at any time thereafter terminate this Lease (without demand to vacate the Premises) upon written notice to Lessee and upon such termination, Lessee shall immediately vacate the Premises (or Lessor may remove all persons and property using such force and assistance in effecting and protecting such removal as Lessor may deem reasonably necessary to recover full and exclusive possession of the Premises ) and Lessor shall have and recover from Lessee all damages Lessor may suffer by reason of such termination including, without limitation, the inability of Lessor to relet the Premises, the cost (including reasonable attorneys' fees) of recovering possession of the Premises, and the cost of any repairs to the Premises which are necessary or proper to prepare the same for reletting; (2) Reenter and take possession of the Premises in the manner provided in subparagraph (1) without such reentry constituting a cancellation or termination of this Lease or a forfeiture of any amounts due hereunder or of the covenants, agreements and conditions to be kept and performed by Lessee for and during the remainder of the term; (3) Lessor may elect, but shall not be obligated, to make any payment required of Lessee herein or comply with any agreement, term, or condition required hereby to be performed by Lessee, and Lessor shall have the right to enter the Premises for the purpose of correcting or remedying any such default and to remain until the default has been corrected or remedied, but any expenditure for the correction by Lessor shall not be deemed to waive or release the default of Lessee or the right of Lessor to take any action as may be otherwise permissible hereunder in the case of any default. (4) Reenter the Premises immediately and remove the property and personnel of Lessee, and store the property in a public warehouse or at law a place selected by Lessor, at the expense of Lessee. (5) After reentry, Lessor may relet the Premises or in equity: any part thereof for any term without terminating the Lease, at the rent and on the terms as Lessor may choose. Lessor may make alterations and repairs to the Premises. The duties and liabilities of the parties if the Premises are relet as provided herein shall be as follows: (a) In addition to Lessee's liability to Lessor for breach of the Lease, Lessee shall be liable for all expenses of the reletting, for the alterations and repairs made, and for the difference between the rent received by Lessor under the new lease agreement and the rent installments that are due for the same period under this Lease. (b) Lessor shall have the right, but shall not be required, to apply the rent received form reletting the Premises (i) terminate to reduce the relationship and/or any pending Orders with Seller and obtain a return indebtedness of all money already paid Lessee to Seller Lessor under the Lease, not including indebtedness for Goods and Services not yet providedrent, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession to expenses of any of Buyer’s samples the reletting and materials held by Seller; alterations and repairs made, (iii) finish Services to rent due under this Lease, 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 payment of Services previously completed by Seller, subject to the 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationfuture rent under this Lease as it becomes due.

Default Remedies. Each In the event that Buyer shall breach this Agreements by failure to pay the sums required herein, and Seller shall not have breached any of its representations, warranties, covenants or obligations, the Seller, upon 5 days written notice to Buyer, shall have the right to terminate this Agreement, seek specific enforcement, damages or such other relief as it may elect, including to declare the entire unpaid balance immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the following constitutes an event of “Default” by Seller: (a) failure above, and shall have the right and option to complete Services bring any action at law or deliver Goods within equity to enforce the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions terms of this Agreement, including breach and seek restitution or damages, if said sum is not paid within five (5) days of any warranty or guarantee; (c) if Seller isBuyer'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 admits representations of this Agreement, excluding the timely payment of sums as referred to in writing that it isthe paragraph immediately above, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of a said failure to comply with 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 after the commencement thereof; or if any Trustee receiver or liquidator of either party shall be appointed without consent or acquiescence of that party, or such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days, then in such event, a creditor's statutory demand; (d) if a controller (as defined default may be declared by the party not in section 9 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, retake possession of all property transferred by this Agreement, or any one or more of the Corporations ▇▇▇ ▇▇▇▇ (Cth))above, 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) shall have the right and option to bring 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 action 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 equity to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s 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 enforce the 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expensesthis Agreement, and other costs of litigationseek restitution, damages and specific performance.

Default Remedies. Each (a) Upon the occurrence of any one or more of the following constitutes events (each, an event "EVENT OF DEFAULT"), any obligation of “Default” Inmark to make a Loan shall be terminated and Inmark may, by Seller: (a) failure written notice to complete Services or deliver Goods within Borrower, declare the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this AgreementObligations, including breach of all principal, interest and any warranty or guarantee; (c) if Seller isother amounts owing hereunder, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose)forthwith due and payable, bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that whereupon 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 Selleramounts, subject to the terms Guarantors' cure rights set forth in Section 9 of each Guarantor's Guaranty, shall become forthwith due and provisions above. In addition to its payable together with all other remediesamounts payable by Borrower under this Note and the other Ancillary Agreements, Buyer will have a right without presentment, demand, protest or any other notice of set-off and may withhold from time to time out any kind, all of monies due Sellerwhich, amounts sufficient to fully compensate Buyer for except as otherwise provided herein or in any loss or damage resulting from any Default or breach by Seller. As an alternativeother Ancillary Agreement, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performanceare expressly waived; provided, however, if any of the 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 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 benefits, interest, rights or remedies of Inmark under any Ancillary Agreement and on Borrower's ability to pay or perform the Obligations; or (ii) Borrower (1) shall not, or be unable to, or shall admit in writing its 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 its 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 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 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 claim (other than by Inmark and Foothill) of a lien, security interest or other 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 liens 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 in any other Ancillary Agreement, to the contrary, upon any Event of Default, Inmark shall not pursue its rights and remedies against the Guarantors pursuant to the Guaranties or the Guarantor Pledge Agreements unless Inmark pursues and exercises such waivers rights and remedies Pro Rata with respect to all Guarantors. (b) Upon the occurrence of any one or extensions will more of 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 other amounts owing with respect to such Loan, to be binding unless 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 any 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 indemnified amounts to be paid pursuant to Section 7 hereof) under a Loan within two business days after the same becomes due or (B) shall fail to pay costs, 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 (ii) any representation or warranty made by any Guarantor in connection with a Guaranty or any other Ancillary Agreement shall prove to be incorrect when made and such incorrectness could reasonably be expected to have a material adverse effect on the benefits, 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 (B) any Guarantor challenges the validity of or its liability under any Guaranty or any other Ancillary Agreement, or (C) a 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 signed 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 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 purpose of effecting or facilitating any of the 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 Buyer’s authorized representativeInmark) of a lien, security interest or other right or interest in or to the Guarantor Collateral; or (vi) any letter of credit consisting of Guarantor Collateral shall expire fewer than forty-five (45) days after the Maturity Date. Buyer will Notwithstanding any provision in this Note, in any Guaranty or in any other Ancillary Agreement, to the contrary, upon any Loan Event of Default, Inmark shall only have rights or remedies with respect to the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationaffected Loan.

Default Remedies. Each of the following constitutes events shall constitute an event "Event of “Default” by Seller: " hereunder: (a) failure Company shall fail to complete Services make any payment of principal or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; interest due hereunder (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including other than as a result of the provisions of Section 3 or 4 above) and such failure shall have continued uncured for a period of at least thirty (30) days; or (b) Company shall fail to perform any covenant or agreement provided for in this Note, and such failure to comply with shall continue uncured for a creditor's statutory demandperiod of at least thirty (30) days following written notice from Maxtor; or (c) 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 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 a controller (as defined in section 9 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 Corporations ▇▇▇ ▇▇▇▇ Indebtedness under the Bank Credit Facility to accelerate, the maturity of such Indebtedness; or (Cth))ii) any agreement or instrument evidencing Senior Indebtedness other than the Bank Credit Facility, receiverif (x) such default results from the failure to make a payment when due, receiver (y) such default shall continue after any applicable grace period and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator(z) the effect of such event is to accelerate, or similar officer 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 appointed 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 Seller the Subordinated Notes, then the Event of Default under this Note resulting therefrom shall automatically be deemed waived or any asset of Sellercured; (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; or (f) Seller proposes Any default shall occur under the Guaranties, if such default shall continue after any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationapplicable grace period.

Default Remedies. Each Any one of the following constitutes occurrences shall constitute an event of “Default” by Seller"EVENT OF DEFAULT" under this Note: (ai) failure by the Maker to complete Services make any payment of principal or deliver Goods within interest when the time same becomes due and payable, said failure continuing for thirty (30) days or with the quality specified more; or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (cii) if Seller isMaker shall fail to pay its debts, make an assignment for the benefit of its creditors, or admits shall commit an act of bankruptcy, or shall admit in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due, including or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a result dismissal of a failure to comply with a creditor's statutory demand; such case within sixty (d60) if a controller (as defined in section 9 days after its commencement or convert the case from one chapter of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratorFederal Bankruptcy Code to another chapter, or similar officer is be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed in respect for, or have any court take jurisdiction of Seller its property, or any asset of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made to a court for an orderpart thereof, an order is made, a meeting is convened or a resolution is passed, in any proceeding for the purpose of appointing a reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusivereceiver shall not be discharged, or which has a substantially similar effectsuch jurisdiction shall not be relinquished, occurs with respect to Seller under any lawvacated or stayed within sixty (60) days of the appointment. Upon Seller’s Defaultoccurrence of an Event of Default hereunder, Buyer may immediatelythe entire outstanding principal balance and any unpaid interest then accrued under this Note, in addition shall at the option of the Payee hereof and without demand or notice of any kind to the undersigned or any other right person (including, but not limited to, any guarantor now or remedy it hereafter existing), immediately become and be due and payable in full. In such event, Payee shall have and may have exercise any and all rights and remedies available 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigation.

Default Remedies. Each (a) The occurrence of any one of the following constitutes events will constitute a default by Lessee hereunder ("Event of Default"): (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 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 terminated or dismissed within twenty days thereafter; (v) the death of Lessee; (vi) the filing or commencement of any application, proceeding or case by Lessee for Lessee's dissolution or liquidation, the attempt by Lessee to make an event assignment for the benefit of “Lessee's creditors, or the filing by Lessee of any case under the Bankruptcy Reform Act of 1978, or any similar law, whether state or federal, for liquidation or rehabilitation of Lessee or of any case for the appointment of a receiver, trustee or 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 the Equipment or all [illegible] material part of Lessee's property; (ix) if Lessee is enjoined, restrained or in any way prevented by court order or otherwise from conducting all or a material part of its business affairs in the ordinary course of such injunction or restraint is not dismissed or stayed within thirty days after the entry or filing thereof; (x) the occurrence of a default 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 payment of any indebtedness to 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 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” by Seller: , 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) failure upon notice to complete Services or deliver Goods within the time or with the quality specified or guaranteed in Lessee terminate this AgreementLease and all Lease Schedules executed pursuant thereto; (b) failure to comply with any provisions of this Agreement, including breach upon the occurrence of any warranty Event of Default or guarantee; (c) if Seller isanytime thereafter, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 mayLessor decides, in its sole discretion, extend not to take possession of the delivery Equipment, Lessor continues to be the owner of the Equipment and may, but is not obligated to, dispose of the Equipment by sale or completion schedule otherwise, all of which determinations may be made by Lessor in its absolute discretion and for its own account; (c) declare immediately due and payable all sums due and to become due hereunder for the full term of the Lease (including any renewal or waive purchase options which Lessee has contracted to pay); (d) with or without terminating this Lease, recover from Lessee damages, not as a penalty, but herein liquidated for all purposes and in an amount equal to the sum of: (i) any deficiencies accrued and unpaid rent as of the date of entry of judgment in performancefavor of Lessor plus late charges and all other sums that may accrue hereunder; provided(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%), however(iii) all commercially reasonable costs and expenses incurred by Lessor in any repossession, that no such waivers recovery, storage, repair, sale, release, or extensions will be binding unless other disposition of the Equipment including reasonable attorneys' fees and costs incurred in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances connection therewith or otherwise resulting from Lessee's default (inclusive of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal attorneys' fees, expensesfees of collection agencies, and other costs incurred in the collection of litigation.the balance due); (iv) estimated residual value of the Equipment as of the expiration of this Lease or any 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 this paragraph prior to the 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. Each Any of the following constitutes shall constitute an "Event of Default" under this Lease: If (a) 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 Lessor, or (b) Lessee makes an assignment for the benefit of creditors, whether voluntary or involuntary, or (c) a petition is 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 same within seven days after notice thereof from Lessor, 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 it results, in the opinion of the Lessor, in 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 payment 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 “Default” any covenant, condition or agreement to be observed or performed by Sellerit 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 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) failure Lessor may terminate this Lease with respect to complete Services all or deliver Goods within any part of the time or with the quality specified or guaranteed in this Agreement; Equipment, (b) failure to comply with any provisions of this AgreementLessor may recover from Lessee all rent and other amounts then due and as they shall thereafter become due hereunder, including breach of any warranty or guarantee; (c) if Seller isLessor may take possession of any or all items of Equipment, wherever the same may be located, without demand or admits in writing that it isnotice, without any court order or is declared to be, or is taken under any applicable other process of law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 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 Lessee for any additional costs damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this Lease, (d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or expenses incurred without repossessing the 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 Buyer; or 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 (v3) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably 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 complete Services or purchase replacement Goods. In be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such casevalue; and upon the payment of all amounts described in clauses (1), Buyer (2) and (3) above, Lessee will pay for that portion of Services previously completed by Seller, subject become entitled to the terms and provisions above. In addition to its other remediesEquipment AS IS, Buyer will have a right of set-off and may withhold from time to time out of monies due SellerWHERE IS, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancewithout warranty whatsoever; provided, however, that no such waivers if the Lessor shall sell, lease or extensions will 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 binding unless cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in writing equity or by statute or otherwise, and signed by Buyer’s authorized representative. Buyer will have the right at any may be enforced concurrently therewith or from time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiestime, the prevailing party will but Lessor shall not be entitled to recover all a greater amount in damages than Lessor could have gained by receipt of the Lessee's full, timely and complete performance of its legal fees, expenses, and other costs obligations pursuant to the terms of litigationthis Lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Each a) The occurrence of any of the following constitutes an event events shall constitute a default and breach of “Default” this Lease by Seller: the Lessee: (ai) failure Failure to complete Services pay any rent or deliver Goods within other payment hereunder when due; (ii) Failure to perform any other covenant, term or condition of this Lease upon twenty (20) days' written notice from the time Lessor; (iii) Vacating or with abandoning of the quality specified Premises by the Lessee; (iv) The making by the Lessee of any general assignment or guaranteed general arrangement for the benefit of creditors, the filing by or against the Lessee of a petition to have the Lessee adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy; the appointment of a trustee or receiver to take possession of substantially all of the Lessee's assets located on the Premises or of the Lessee's interest in this AgreementLease; or the attachment, execution or other judicial seizure of substantially all of the Lessee's assets located at the Premises or of the Lessee's interest in the Lease. (b) Upon the happening of any event of default above described, and the failure to comply with cure within the applicable grace period, if any, the Lessor has the following remedies, in addition to all other rights and remedies provided by law or in equity, to which the Lessor may resort cumulatively or in the alternative: (i) the Lessor, at its election, may terminate this Lease by giving notice to the Lessee, thereupon terminating all the Lessees' rights in the Premises, and in all improvements and equipment located therein. Promptly upon receipt of such notice, the Lessee shall surrender and vacate the Premises leaving all improvements in a broom clean condition, and the Lessor may reenter and take possession of the Premises and all remaining improvements and eject any provisions parties still in possession. Termination under this paragraph shall not relieve the Lessee from the payment of any sums then due to the Lessor or from any claim for damages previously accrued or then accruing against the Lessee. (ii) Should the Lessor elect to terminate this Lease and reenter and retake possession as above provided, then the Lessor may make such alterations and repairs as may be needed to relet the premises and relet the premises or any part thereof for such term or terms and at such rentals the Lessor in its sole discretion may deem advisable. The Lessee shall continue to be liable for the difference between the rentals herein to be paid by payment of any costs and expenses of such subletting, including brokerage fees, attorney's fees and costs of such alterations and/or repairs. The Lessor shall use reasonable efforts to relet or resume possession of the premises on account of the Lessee and may hold the Lessee liable for all sums due hereunder for the remainder of the term of this AgreementLease, including all of which sums shall be immediately due and payable by the Lessee to the Lessor upon the breach by the Lessee of any warranty of the terms of this Lease. (iii) If the Lessee shall become insolvent or guarantee; (c) if Seller isbankruptcy proceedings shall be begun by or against the Lessee before the end of said term, the Lessor is hereby irrevocably authorized, at their option, to forthwith cancel this Lease, as for default. The Lessor may elect to accept rent from such receiver, trustee, or admits other judicial officer during the term of their occupancy in writing that it istheir fiduciary capacity without affecting the Lessor's rights as contained in this Lease, but no receiver, trustee or is declared other judicial officer shall ever have the right, title or interest in or to be, or is taken under any applicable law to be the Premises by virtue of this Lease. (for any purpose), bankrupt, insolvent, or unable to iv) the Lessee shall pay its debts as and when they fall due, including all of the Lessor's expenses reasonably incurred 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 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 breach of any term of Buyer’s samples and materials held this Lease by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) rejectthe Lessee, repairincluding, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another sourcewithout limitation, 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 reasonable attorney's fees regardless of Services previously completed by Seller, subject to the terms and provisions abovewhether litigation is commenced. In addition to its other remediesand not in limitation of the foregoing, Buyer will have a right if the Lessee fails to perform any act required to be made or performed under this Lease and fails to cure the same after receipt of set-off the required notice and within the relevant cure period, the Lessor, without waiving or releasing any obligation of the Lessee, and without waiving or releasing any obligation or default, may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that (but shall be under no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right obligation to) at any time thereafter perform such act for the account and at the expense of Lessee, and may, to require adequate assurances the extent permitted by law, enter upon the Premises for such purpose and, take all such action thereon as, in the Lessor’s opinion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Seller’s performancethe Lessee. In any action or proceeding between All reasonable sums so paid by the partiesLessor and all reasonable costs and expenses (including, the prevailing party will be entitled to recover all its legal feeswithout limitation, reasonable attorneys’ fees and expenses, in each case to the extent permitted by law) so incurred shall be paid by the Lessee to the Lessor within Fifteen (15) days after demand. The obligations of the Lessee and other costs rights of litigationthe Lessor contained in this Section shall survive the expiration or earlier termination of this Lease.

Default Remedies. Each If an Event of Default shall occur, at the election of the following constitutes Lenders, all Obligations shall become immediately due and payable upon written notice or demand (except that no written notice or demand shall be required in the case of an event Event of “Default under Sections 8.1(e) or 8.1(g) above). The Administrative Agent is hereby authorized, at its election and at the direction of the Lenders, after an Event of Default” , without any further demand or notice except to such extent as notice may be required by Seller: applicable law, to take possession and/or sell or otherwise dispose of all or any of the Collateral at public or private sale; and the Administrative Agent and Lenders may also exercise any and all other rights and remedies of a secured party under the Code or which are otherwise accorded to them by applicable law, all as the Lenders may determine. If notice of a sale or other action by the Administrative Agent is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, each Obligor agrees that five (a5) failure days' written notice to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller issuch Obligor, or admits in writing the shortest period of written notice permitted by such law, whichever is larger, shall be sufficient notice; and that it isto the extent permitted by law, or the Administrative Agent and the Lenders, their officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of a failure to comply with type customarily sold on a creditor's statutory demand; recognized market or which is the subject of widely distributed standard price quotations. Any sale (dpublic or private) if a controller shall be free from any right of redemption, which each Obligor hereby waives and releases. No purchaser at any sale (as defined in section 9 public or private) shall be responsible for the application of the Corporations ▇▇▇ ▇▇▇▇ (Cth))purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Obligors to the Lenders and the Administrative Agent shall be returned to the Obligors or to such other party as may be legally entitled thereto; and if there is a deficiency, 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, the Obligors shall be responsible for the purpose of appointing a liquidator same, with interest, to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed extent permitted by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any applicable law. Upon Seller’s Defaultdemand by the Administrative Agent, Buyer may immediatelyeach Obligor shall assemble the Collateral and make it available to the Administrative Agent at a place designated by the Administrative Agent which is reasonably convenient to the Administrative Agent and such Obligor. Each Obligor hereby acknowledges that the Lenders have extended credit and other financial accommodations to the Obligors upon reliance of such Obligor's granting the Administrative Agent and the Lenders the rights and remedies contained in this Agreement including, in addition without limitation, the right 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take immediate possession of the Collateral upon the occurrence of an Event of Default and each Obligor hereby acknowledges that the Administrative Agent and the Lenders are entitled to equitable and injunctive relief to enforce any of Buyer’s samples their rights and materials held by Seller; (iii) finish Services remedies hereunder or correct under the Code and each Obligor hereby waives any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, defense to such equitable 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 injunctive relief based upon 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 allegation of Services previously completed by Seller, subject the absence of irreparable harm to the 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 Administrative Agent or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLenders.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure Lessor may in writing to complete Services Lessee declare this Agreement in default (“Default”) if: (i) Lessee breaches its obligation to pay Rent or deliver Goods any other sum as and when due and fails to cure the breach within 5 Business Days after the time date such amount was due; (ii) Lessee fails to maintain its insurance coverage required under Section 10; (iii) Lessee breaches its covenants set forth in Section 17(b)(xii) of this Agreement; (iv) Lessee breaches any of its other covenants or with the quality specified or guaranteed obligations set forth in this Agreement; Agreement (bexcluding those covenants and obligations covered by clauses (i), (ii) failure and (iii) above and clauses (v), (vi), (vii), (xi), (xv), (xxi) and (xxii) below) and Lessee fails to comply cure such breach within 30 days after written notice thereof; (v) any representation or warranty made by Lessee, any Guarantor and/or its Subsidiaries or Affiliates in connection with any Operative Document or Document shall be false or misleading in any material respect when made; (vi) Lessee shall or shall attempt to (except as expressly permitted by the provisions of this Agreement) sell, including breach transfer, encumber (except to the extent of a Permitted Lien), or assign the Equipment or any part thereof, or use the Equipment for an illegal purpose or permit the same to occur; (vii) any certificate, statement, representation, warranty or guarantee; audit contained herein or heretofore or hereafter furnished in writing with respect hereto by or on behalf of Lessee or any Guarantor proving to have been false in any material respect when made; (cviii) if Seller is, Lessee or PGI admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due, terminates its corporate existence, or ceases to do business as a going concern; Conformed Copy through Second Amendment dated October 7, 2011 (ix) Lessee or any Guarantor shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy or receivership laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against Lessee or any Guarantor in any such proceeding, or Lessee or any Guarantor shall, by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy, receivership or other similar law providing for the reorganization or liquidation of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; (x) petition is filed against Lessee or any Guarantor in a proceeding under applicable bankruptcy, receivership or other insolvency laws, as now or hereafter in effect, and is not withdrawn, stayed or dismissed within 45 days thereafter, or if, under the provisions of any law providing for reorganization or liquidation of corporations which may apply to Lessee or any Guarantor any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or any Guarantor or of any substantial part of their property, and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 45 days; (xi) (A) any dissolution, termination of existence, merger or consolidation of the Lessee or any Guarantor (other than the merger of PGI as contemplated by the Transactions (as defined in the Credit Agreement (as such term is defined after giving effect to the Amendment and Waiver))); provided that (1) the Lessee or any Guarantor may merge or consolidate with or into the Lessee or any Guarantor if immediately before and after giving effect to such merger or consolidation, no Default exists or would result therefrom and (2) (A) so long as after giving effect to such merger or consolidation there is no Change of Control (without giving effect to the proviso in the definition thereof) and (B) immediately before and after giving effect to any merger or consolidation described in this proviso, no Default exists or would result therefrom, (I) the Lessee or any Guarantor may merge or consolidate with or into any other direct or indirect wholly-owned U.S. domestic Subsidiary of any Guarantor and (II) the Lessee or any Guarantor may merge or consolidate with or into any other Person provided that any merger or consolidation permitted by clause (I) or (II) above shall be subject to the satisfaction of the following additional conditions: (i) the surviving entity shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (ii) the surviving entity is engaged in Similar Business, (iii) the surviving entity shall, as applicable, expressly assume all the obligations of the Lessee under this Agreement and the other Operative Documents to which the Lessee is a party or all obligations of such Guarantor under the Guaranty and the other Operative Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to Lessor, (iv) such merger or consolidation complies with Applicable Laws in all material respects, (v) after giving effect to such merger or consolidation, PGI is in compliance (on a pro forma basis) with the financial covenants set forth in Appendix II of this Agreement, (vi) the Lessor shall have received a reaffirmation of guaranty duly executed by each Guarantor confirming that its guaranty continues to apply to the Lessee’s or its surviving entity’s obligations under this Agreement and the other Operative Documents, (vii) the Lessee shall have delivered to Conformed Copy through Second Amendment dated October 7, 2011 Lessor an Officer’s Certificate, and, with respect to any merger or consolidation described in clause (II) above, an opinion of counsel, in each case stating that such merger or consolidation and such supplement to this Agreement or any Guaranty comply with this Agreement (except that such opinion of counsel will not cover compliance with clauses (iv) and (v) above) and (viii) the Lessee shall have delivered to Lessor an Officer’s Certificate certifying that the representations and warranties of such entity set forth in this Agreement and each other Operative Document to which it is a party are true and correct on and as of the date of such merger or consolidation (or to the extent such representations and warranties specifically relate to an earlier date such representations and warranties are true and correct as of such earlier date); (B) any Change of Control has occurred; or (C) either the Lessee or any Guarantor sells or leases all, or substantially all, of its assets to any Person, other than Blackstone; (xii) there occurs (a) an Event of Default (as defined in the Credit Agreement) under the Credit Agreement (after giving effect to all notice and cure periods), (b) a default by any Guarantor under the Guaranty, (c) a Construction Agency Event of Default under the CAA or (d) a breach by the Lessee or any of the Guarantors under any other Operative Document any of which has not been duly waived or cured thereunder; (xiii) there occurs a default beyond any applicable grace periods under (A) any of Lessee’s or any Guarantor’s or any of Lessee’s or any Guarantor’s Affiliate’s other agreements with Lessor (or any Member or Affiliate of such Member) under which Lessee or any Guarantor or any Affiliate of any of them owes Lessor (or any Member or Affiliate of such Member) $500,000 or more at the time of such default or (B) any contract or agreement that could reasonably be expected to materially and adversely affect the operation or value of the Equipment or result in a Material Adverse Effect; (xiv) there occurs a default under any of Lessee’s or under any Guarantor’s credit agreements or financing facilities or similar arrangements (i) with Persons other than Lessor (or any Member or Affiliate of such Member) or (ii) with Lessor (or any Member or any Affiliate of such Member) under which Lessor (or any Member or any Affiliate of such Member) does not have the right to direct or control the exercise of remedies, under which, in each case, any indebtedness equal to or exceeding an aggregate principal amount of $10,000,000 or more was created or is governed thereby which has not been duly waived or cured thereunder; (xv) PGI shall no longer, directly or indirectly, control 100% of the equity interests in Lessee or any successor entity; (xvi) Lessee shall fail to maintain or replace any Acceptable Letter of Credit in accordance with Section 17(b)(viii) of this Agreement; (xvii) any Acceptable Letter of Credit shall cease to be binding on the provider thereof, shall be rendered unenforceable in any material respect, shall not have been renewed or replaced within 30 days before its expiry, or any such provider thereof shall expressly renounce or repudiate in writing its obligations thereunder (unless such Conformed Copy through Second Amendment dated October 7, 2011 Acceptable Letter of Credit has been replaced by a replacement Acceptable Letter of Credit); (xviii) if, at any time the Guaranty ceases to constitute a valid, legal and binding agreement, enforceable against any Guarantor or such Guaranty is otherwise the directly or indirectly contested by any Guarantor or any Affiliate thereof; (xix) the direct or indirect contest by the Lessee of the validity of the Lien granted in favor of, or for the benefit of, Lessor in any of the Operative Documents, or the taking of any action by the Lessee to repudiate, or purport to discontinue or terminate this Agreement or any of the other Operative Documents; (xx) if this Agreement or any of the other Operative Documents shall cease (1) to be a legal, valid and binding obligation, or (2) to be in full force and effect; (xxi) Lessee breaches its covenants in Section 6(k) or 11(c)(vi) of this Agreement; (xxii) Lessee fails to maintain material compliance with or incurs material liability under Environmental Laws or Environmental Permits, including any Governmental Approval issued under Environmental Laws, in each case with respect to the Site or the Facility; (xxiii) any Claim against any Indemnified Party in respect of any Environmental Loss or Taxes (other than Excluded Taxes) arises out of or relates to a Default under Section 12(a)(iv) if such Default results from Lessee’s failure to provide audited financial statements within the designated time period in accordance with Section 5(b); (xxiv) any Claim against any Indemnified Party in respect of any Environmental Loss or Taxes (other than Excluded Taxes) arises out of or relates to a Default under Section 12(a)(xi)(2) or Section 12(a)(xi)(3); (xxv) any Claim against any Indemnified Party in respect of any Environmental Loss or Taxes (other than Excluded Taxes) arises out of or relates to a Default under Section 12(a)(xii)(a) other than as a result of a failure to comply with a creditor's statutory demandpayment default; or (dxxvi) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed any Claim against any Indemnified Party in respect of Seller any Environmental Loss or any asset Taxes (other than Excluded Taxes) arises out of Seller; (e) an application (not withdrawn or dismissed within 7 days) is made relates to a court for an order, an order is made, Default under Section 12(a)(xiii) other than as a meeting is convened or result of a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; payment default thereunder. (fb) Seller proposes After any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 Default shall have at law or in equity: occurred: (i) terminate at the relationship and/or any pending Orders request of Lessor, Lessee shall comply with Seller and obtain a return the provisions of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; Section 11(a) hereof; (ii) Lessee hereby authorizes Lessor to enter any premises where the Facility or any Equipment is located and take possession of any of Buyer’s samples and materials held by Sellerthereof; Conformed Copy through Second Amendment dated October 7, 2011 (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient(1) Provided that Lessor has not exercised remedies under Section 12(b)(iii)(2), Lessee shall, without further demand, forthwith pay to Lessor (A) the Stipulated Loss Value of the Equipment (calculated in accordance with Annex C of the Schedule as of the Payment Date next preceding the declaration of default), plus (B) an amount equal to all Rent (including Basic Term Rent), all applicable taxes and other sums then due hereunder; (iv) rejectprovided, repairthat for the avoidance of doubt, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another sourcesuch Rent and other sums shall be the unaccelerated amounts due as of such date. If Lessee shall have made the foregoing payments indefeasibly in full, in which case Seller will be liable Lessor shall thereafter pay over to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms Lessee as and provisions above. In addition to its other remedies, Buyer will have a right of set-off and may withhold when from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiesreceived, the prevailing party will be entitled net proceeds of any sale, lease or other disposition of such Equipment (after deducting all costs and expenses whatsoever incurred by Lessor or any Member in connection therewith and all other amounts which may become payable by Lessor or any Member with respect thereto) up to recover all its legal fees, expenses, and other costs the amount of litigationsuch Stipulated Loss Value actually paid by Lessee.

Default Remedies. Each If any of the following constitutes (herein an event "Event of “Default” by Seller: ") shall occur: (a) failure Borrower shall default in the payment of Indebtedness to complete Services Secured Party or deliver Goods within the time in making any other payment hereunder or with the quality specified or guaranteed in this Agreement; 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) failure Borrower shall default in the payment when due of any obligations of Borrower (A) equal to comply with any provisions or greater than $50,000, whether or not to Secured Party, arising independently of this AgreementSecurity Agreement or any Note, including breach and such default shall continue for a period of ten (10) days after written notice thereof to Borrower from Secured Party after any warranty applicable cure period set forth in the document creating such obligation without its cure by Borrower or guarantee; (B) which default would permit the acceleration of such obligation, or (c) if Seller is, or admits Borrower shall default in writing that it is, or is declared the performance of any other material covenant contained herein other than those referred to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of a failure to comply with a creditor's statutory demand; in clause (d) if a controller herein (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)including any Schedule hereto), receiver, receiver any Certificate in respect hereof or any Note or any other document entered into in connection with this Security Agreement and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratorsuch default shall continue for ten (10) days after written notice thereof to Borrower by Secured Party, or similar officer is appointed in respect (d) Crescent shall breach any of Seller its material insurance obligations under paragraph 10 hereof, or any asset of Seller; (e) an application (not withdrawn any representation or dismissed within 7 days) is warranty made by Borrower in this Security Agreement or any other documents entered into in connection with this Security Agreement shall prove to a court for an orderbe incorrect in any material respect when any such representation or warranty was made or given, an order is made, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium Crescent, ANEI or arrangement with creditors Parent shall become insolvent or make an assignment for the purposes benefit of deferring or compromising debts owed by it; creditors, or (g) anything analogous Crescent, ANEI or Parent shall apply for or consent to anything referred to in subsections (c) to (f) inclusivethe appointment of a receiver, trustee or liquidator for a substantial part of its property or such receiver, trustee or liquidator is appointed without the application or consent of Crescent, ANEI or Parent, or which has (h) a substantially similar effectpetition shall be filed by or against Crescent, occurs with respect to Seller ANEI or Parent under the federal bankruptcy laws (including, without limitation, a petition for reorganization, arrangement or extension) or under any other insolvency law or law providing for the relief of debtors, or (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 (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. Upon Seller’s Default, Buyer Secured Party shall have the right to exercise any one or more of 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 the amount of 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 Collateral may immediatelybe 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 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 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 Collateral and all prior payments of Indebtedness, in addition to satisfaction of the remaining unpaid Indebtedness in accordance with Section 9-505(2) of the Uniform Commercial Code as in effect in the State of New York; (F) pursue any other right or remedy it may have then available to Secured Party at law or in equity: (i) terminate . Borrower hereby covenants and agrees to notify Secured Party immediately of 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 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 occurrence of any Event of Buyer’s samples Default specified in this paragraph 12 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 promptly after such occurrence provide Secured Party with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion a means of Services previously completed by Seller, subject access to the terms and provisions above. In addition to its other remedies, Buyer will have a right coin boxes of set-off and may withhold from time to time out pay telephones which constitute Items of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationCollateral.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure Lessor may in writing declare this Agreement in default ("Default") if: (1) Lessee breaches its obligation to complete Services pay Rent or deliver Goods any other sum when due and fails to cure the breach within the time or with the quality specified or guaranteed in this Agreementten (10) days; (b2) failure Lessee breaches any of its insurance obligations under Section 6 hereof; (3) Lessee breaches any of its other obligations hereunder and fails to comply cure that breach within thirty (30) days after written notice thereof; (4) any representation or warranty made by Lessee in connection with this Agreement shall be false or misleading in any provisions material respect; (5) Lessee or any guarantor or other obligor of Lessee’s obligations hereunder (“Guarantor”) becomes insolvent or ceases to do business as a going concern; (6) a petition is filed by or against Lessee or any Guarantor under any bankruptcy or insolvency laws and, if filed against Lessee or any Guarantor, shall not be dismissed within forty-five (45) days; (7) Lessee or any Guarantor shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased substan­tially all of its assets as an entirety to any person (such actions being referred to as an "Event"), unless not less than sixty (60) days prior to such Event: (x) such person is organized and existing under the laws of the United States or any state, and executes and delivers to Lessor an agreement containing an effective assumption by such person of the due and punctual performance of this AgreementAgreement or guaranty hereof, including breach as the case may be; and (y) Lessor is reasonably satisfied as to the credit­worthiness of any warranty or guaranteesuch person; (c8) there occurs a default under any guaranty executed in connection with this Agreement and the applicable grace period with respect thereto shall have expired; or (9) if Seller isLessee shall be in default under any other agreement between Lessor and Lessee, or admits any other material obligation for borrowed money, for the deferred purchase price of property or any lease agreement, and the applicable grace period with respect thereto shall have expired; or (10) Lessee or any Guarantor is a privately held corporation and effective control of Lessee’s or any Guarantor’s voting capital stock, issued and outstanding from time to time, is not retained by the present stockholders (unless Lessee shall have provided sixty (60) days’ prior written notice to Lessor of the proposed disposition of stock and Lessor shall have consented thereto in writing that it is, writing); or (11) Lessee or any Guarantor is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as a publicly held corporation and when they fall due, including as a result of a failure to comply or in connection with a creditor's statutory demand; (d) if a controller (material change in the ownership of Lessee’s or any Guarantor’s capital stock, Lessee’s or any Guarantor’s debt-to-worth ratio equals or exceeds twice Lessee’s or any Guarantor’s debt-to-worth ratio as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ date of this Agreement (Cthunless Lessor shall have given its prior written consent thereto)). As used herein, receiver“debt-to-worth ratio” shall mean the ratio of (x) total liabilities which, receiver and managerin accordance with generally accepted accounting principles (“GAAP”) would be included in the liability side of a balance sheet, 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (fy) inclusivetangible net worth including the sum of the par or stated value of all outstanding capital stock, or which has a substantially similar effectsurplus and undivided profits, occurs less any amounts attributable to goodwill, patents, copyrights, mailing lists, catalogs, trademarks, bond discount and underwriting expenses, organization expense and other intangibles, all determined in accordance with GAAP. Any provision of this Agreement to the contrary notwithstanding. Lessor may exercise all rights and remedies hereunder independently with respect to Seller under any laweach Schedule. Upon Seller’s (b) After Default, Buyer may immediatelyLessee shall, in addition without further demand, forthwith pay to any other right or remedy it may have at law or in equity: Lessor (i) terminate as liquidated damages for loss of a bargain and not as a penalty, the relationship and/or any pending Orders Stipulated Loss Value of the Equipment (calculated in accordance with Seller Annex D as of the Rent Payment Date next preceding the declaration of default), and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) all Rents and other sums then due hereunder. If Lessee fails to pay the amounts specified in the preceding sentence, then, at the request of Lessor, Lessee shall comply with all the return provisions set forth in the related Schedule and Annex F thereto. Lessee hereby authorizes Lessor to enter, with or without legal process, any premises where any Equipment is located and take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services thereof. Lessor may, but shall not be required to, sell Equipment at private 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 sourcepublic sale, in which case Seller will 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 liable to Buyer required to, lease, otherwise dispose of or keep idle all or part of the Equipment; and Lessor may use Lessee's premises for any additional costs 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 order of priorities: (1) to pay all of Lessor's costs, charges and expenses incurred by Buyerin taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment; or then, (v2) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms extent not previously paid by Lessee, to pay Lessor all sums due from Lessee hereunder; then (3) to reimburse to Lessee any sums previously paid by Lessee as liquidated damages; and provisions above(4) any surplus shall be paid to Lessee. In addition to its other remedies, Buyer will have a right of set-off Lessee shall pay any deficiency in clauses (1) and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigation(2) forthwith.

Default Remedies. Each (A) The occurrence of any of the following constitutes an event shall constitute a material default and breach of “Default” this lease by SellerLessee: (ai) any failure by Lessee to complete Services pay rent or deliver Goods any other monetary sums required to be paid hereunder(ADDENDUM, PARAGRAPH 22(A)(1)); (ii) a failure by Lessee to observe and perform any other provision of this lease to be observed or performed by Lessee, where such failure continues for (ADDENDUM, PARAGRAPH 22(A)(2)) days after written notice thereof by Lessor to Lessee(ADDENDUM, PARAGRAPH 22(A)(3)); (iii) the making by Lessee of any general assignment or general arrangement for the benefit of creditors; (iv) the filing by or against Lessor of a petition to have Lessee adjudged bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy unless, in the case of a petition against Lessee, the same is dismissed within sixty (60) days; (v) the time appointment of a trustee or with receiver to take possession of substantially all of Lessee's assets located at the quality specified Premises or guaranteed of Lessee's interest in this Agreement; lease, where possession is not restored to Lessee within thirty (b30) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (gvi) anything analogous to anything referred to the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in subsections the lease where such seizure is not discharged within thirty (c30) to days. (fADDENDUM, PARAGRAPH 22(A)(4)) (B) inclusiveIn the event of any such material default or breach by Lessee, or which has a substantially similar effectLessor may, occurs with respect to Seller under at any law. Upon Seller’s Default, Buyer may immediately, time thereafter without limiting Lessor in addition to the exercise of any other right or remedy it may have at law or in equityequity which Lessor may have by reason of such default or breach: (i) maintain this lease in full force and effect and recover the rent and other monetary charges as they become due, without terminating Lessee's right to possession irrespective of whether Lessee shall have abandoned the Premises. In the event Lessor elects not to 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 providedlease, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will Lessor shall have the right to attempt to re-let the Premises at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expensessuch rent and upon such conditions and for such a term, and other costs to do all acts necessary to maintain or preserve the Premises as Lessor deems responsible and necessary without being deemed to have elected to terminate the lease, including removal of litigation.all LESSOR: -----------/----------- LESSEE: -----------/----------- 7

Default Remedies. Each of Section 13.1 In the following constitutes an event of “Default” a default on the part of Lessee in the payment of rent, or ad valorem taxes, governmental charges, assessments or levies, or default on the part of Lessee (i) pursuant to the terms of any mortgage or note between Lessor and Lessee or (ii) in the satisfaction of any other lien created or suffered to be created by Seller: Lessee (a) failure other than the lien permitted by Section 5.2 hereof), if Lessor shall execute and deliver to complete Services or deliver Goods within the time or Lessee and each mortgagee in accordance with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of Section 5.3 of this AgreementLease a written notice specifying such default, including breach and if the default thus specified by such notice shall continue for a period of sixty (60) days from and after the date of such notice, then in such event Lessor shall have the full right at its election to forfeit this Lease or pursue any other legal remedy; provided, however, 63 21 that if Lessee shall have executed and delivered, in accordance with the provisions of Section 5.2 of this Lease, a mortgage, or other proper security instrument, and the mortgagee therein shall have notified Lessor of such fact and furnished Lessor with the address to which copies of notices shall be sent in accordance with the provisions of Section 5.3 of this Lease, then insofar, and only insofar, as the rights of any warranty such mortgagee or guarantee; (c) trustee authorized under the provisions of Section 5.2 of this Lease are concerned, Lessor shall have the right to declare this Lease forfeited only if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 default specified by said notice shall continue for an order, an order is made, a meeting is convened or a resolution is passed, for the purpose of appointing a liquidator to Seller or for the winding up of Seller; additional period (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to the original sixty (60) day period) of thirty (30) days after the date of said original notice. Section 13.2. at its election to forfeit this Lease or pursue 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performancelegal remedy; provided, however, that no if any mortgagee of Lessee's interest under a mortgage or other encumbrance created under Section 5.2 of this Lease is not in actual possession of the Land at the time of such waivers default, then the time within which such mortgagee may commence to cure such default shall be extended until such mortgagee can obtain actual possession; provided that during such interim the mortgagee under a mortgage of the leasehold estate authorized by Section 5.2 shall pay or extensions will cause to be binding unless in writing paid all rents, taxes, governmental charges, assessments and signed levies and all liens created or suffered to be created by Buyer’s authorized representative. Buyer will have Lessee (other than the right at any time to require adequate assurances lien held by it) and provided for hereunder as and when same shall become due under the terms of Seller’s performancethis Lease. Section 13.3. In the event it shall become necessary for Lessor to employ an attorney to collect any action rent due under this Lease or proceeding between to enforce any of the partiesother covenants of the Lessee, Lessee shall be liable and responsible for the prevailing party will be entitled payment of reasonable attorneys' fees to recover all its legal fees, expenses, and other costs of litigationLessor's attorneys.

Default Remedies. Each 16.01 In the event that during the term of this Lease (regardless of the following constitutes an event pendency of “Default” any bankruptcy, reorganization, receivership, insolvency or other proceedings, at law, in equity, or before any administrative tribunal, that has prevented or might prevent compliance by Seller: Tenant with the terms of this Lease): (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreementintentionally deleted; (b) Tenant shall fail to pay when due any Rent or any other amount to be paid to Landlord under this Lease where such failure shall continue for a period of five (5) business days after notice from Landlord that such payment is past due; such failure to comply with any provisions of pay shall constitute a default under this Agreement, including breach of any warranty or guaranteeLease; (c) if Seller is, Tenant enters into or admits permits any assignment or sublease in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result violation of a failure to comply with a creditor's statutory demandthis Lease; (d) Tenant defaults under Section 19, 21 or 22 of this Lease and such default continue for fifteen (15) days after notice from Landlord; (e) Tenant shall be in default in the observance or performance of any of Tenant’s covenants, agreements or obligations hereunder, other than payment obligations, and such default shall not be cured within twenty (20) days after Landlord shall have given to Tenant written notice specifying such default or defaults; provided, however, that if the nature of such failure is such that more than twenty (20) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said twenty (20) day period and thereafter diligently prosecutes such cure to completion; or (f) (i) Tenant is adjudicated a controller bankrupt or insolvent; or (as defined ii) Tenant shall file a bill in section 9 equity or otherwise initiate proceedings for the appointment of a receiver of Tenant’s assets; or (iii) Tenant shall file any proceedings in bankruptcy or for reorganization or an arrangement under any federal or state law; or (iv) if any proceedings in bankruptcy or for the appointment of a receiver shall be instituted by any creditor of Tenant under any state or federal law; or (v) Tenant shall make an assignment for the benefit of its creditors; or (vi) if Tenant is levied upon and is about to be sold out upon the Premises under executions or other legal process; then in any such event Landlord shall have the right, in addition to any other rights or remedies Landlord may have under this Lease and at law and in equity, at its election pursuant to court order (aa) upon notice to Tenant, to accelerate and recover Base Rent due hereunder for the six (6) month period following delivery of Landlord’s acceleration notice, such amounts to be discounted to present value at an assumed discount rate of six percent (6%), and upon payment of all sums due hereunder, Tenant shall receive a credit or a rebate at the end of each six (6) month rental period, against accelerated Base Rent paid by Tenant hereunder, of any rent actually paid to Landlord by a replacement tenant in a re-letting of the Corporations Premises during each such six (6) month period, and Landlord shall be entitled to accelerate and recover Base Rent and other amounts which will come due for each subsequent six (6) month period, discounted to present value at an assumed discount rate of six percent (6%), (bb) to recover all Base Rent and additional rent, if any, that is due and payable, and/or (cc) intentionally deleted (dd) to reenter the Premises and remove all persons and all or any property therefrom, either by summary dispossession proceedings or by any suitable action or proceeding at law or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Premises, together with all additions, alterations and improvements; and/or (ee) to terminate this Lease, without any right on the part of the Tenant to save the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken after the Tenant has been dispossessed from the Premises; and/or (ff) to pursue any other remedy available at law or in equity. Upon recovering possession of the Premises by reason of, based upon, or arising out of a default on the part of Tenant, Landlord may, at Landlord’s option, either terminate this Lease or make such 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 term or terms that may at Landlord’s option be less than or exceed the period that 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 in Landlord’s sole discretion may seem advisable and to such person or persons as may in Landlord’s discretion seem best; upon each such reletting all rents received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses incurred by Landlord in returning the Premises to the condition required of Tenant at the expiration of the Initials: Landlord Tenant DS Term and performing the maintenance requirements of Tenant under this Lease, plus reasonable brokerage fees and attorney’s fees; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by ▇▇▇ ▇▇▇▇▇▇ (Cth))and applied in payment of future rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month by Tenant hereunder, receiverTenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Premises or making of alteration and/or improvements thereto or the reletting thereof shall be construed as an election on the part of the Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Provided Landlord uses commercially reasonable efforts to mitigate damages, receiver including reletting the Premises and managercollecting rental therefrom, voluntary administratorLandlord shall not be liable in any way whatsoever for failure to relet the Premises or, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect of Seller the event that the Premises or any asset of Seller; (e) an application (not withdrawn part 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 passedparts thereof are relet, for failure to collect the purpose rent thereof under such reletting. Tenant, for ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s successors and assigns, hereby irrevocably constitutes and appoints Landlord to be Tenant’s and its agent to collect the rents due and to become due under all subleases of appointing the Premises or any parts thereof without in any way affecting Tenant’s obligation to pay any unpaid balance of rent due hereunder. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. 16.02 Tenant or Landlord, as the case may be, shall, upon demand therefor, reimburse the prevailing party for all costs and expenses, including reasonable attorney’s fees, incurred by the prevailing party and awarded by the court in such action in taking any action to enforce obligations under this Lease and to exercise any of Landlord’s or ▇▇▇▇▇▇’s rights and remedies. 16.03 BOTH LANDLORD AND TENANT ▇▇▇▇▇▇ AGREE TO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO UNDER OR IN CONNECTION WITH THE LEASE. 16.04 Anything in the Lease to the contrary notwithstanding, ▇▇▇▇▇▇ agrees that it shall look solely to the estate and property of Landlord in the land and building comprising the Project of which the Premises are a liquidator part (subject to Seller or the prior rights of any mortgagee of the Building) for the winding up collection of Seller; any judgment (for other judicial process) Seller proposes requiring the payment of money by Landlord in the event of any moratorium default or arrangement with creditors for the purposes breach of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs Landlord with respect to Seller under any law. Upon Sellerof the terms, covenants and conditions of this Lease to be observed or performed by Landlord, and no other assets of Landlord or any partner, member or shareholder of Landlord shall be subject to levy, execution or other procedures for the satisfaction of Tenant’s Defaultremedies; however, Buyer may immediatelyif Landlord defaults in performance of any obligation imposed on it by this Lease and does not cure such default within twenty (20) days after notice from Tenant (or does not within said period commence and thereafter diligently proceed to cure such default), in addition Tenant, without waiver or prejudice 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 providedlaw, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will shall have the right right, at any time thereafter, to require adequate assurances cure such default for the account of SellerLandlord, and Landlord shall reimburse Tenant upon invoice for any reasonable amount paid and any expense or contractual liability so incurred, including reasonable counsel fees. Tenant’s performanceright to cure shall be limited to the Premises. In the event of emergencies, or where necessary to prevent injury to persons or damage to property, Tenant may cure a default by Landlord before the expiration of the waiting period, but after giving such written or oral notice to the other party as is practical under the circumstances. 16.05 No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the total amount due Landlord under this Lease shall be deemed to be other than on account, nor shall any action endorsement or proceeding between the partiesstatement on any check or payment be deemed an accord and satisfaction, the prevailing party will be entitled and Landlord may accept such check or payment without prejudice to Landlord’s right to recover all its legal feesthe balance of Rent due, expensesor Landlord’s right to pursue any other available remedy. Initials: Landlord Tenant DS 16.06 Notwithstanding anything to the contrary contained in this Lease, and other costs of litigationLandlord waives any lien rights it may have against Tenant’s property under statute, common law or otherwise.

Default Remedies. Each 25.1. The following events (the "Events of Default'? shall each constitute a material default by the Tenant: 25.1.1. If the Tenant timely fails to pay any sum due to the Landlord under the Lease, which failure shall continue for a period often (10) days after receipt of written notice by Landlord to the Tenant; or 25.1.2. If the Tenant shall fail to perform any non-monetary term, condition, covenant or agreement of this Lease which continues for a period of thirty (30) days after receipt written notice by Landlord to the Tenant (except that if the default cannot he reasonably cured within that period, the Tenant shall not be in default so long as the Tenant promptly and diligently pursues the cure and is not otherwise in default) but in no event shall it take longer than ninety (90) days; or 25.1.3. If the Tenant (or, if the Tenant is a partnership, if any partner of the following constitutes an event Tenant) shall file a petition in bankruptcy, make any assignment for the benefit of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller isits creditors, or admits admit in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts generally as they become due; if any court of competent jurisdiction shall enter a decree or order adjudicating it bankrupt or insolvent; or if any trustee or receiver for the Tenant or for any substantial part of its property be appointed or if any person shall file a petition for involuntary bankruptcy against the Tenant and when they fall duesuch appointment or petition shall not be stayed or vacated within sixty (60) days of entry thereof; or 25.1.4. If the Tenant's interest in this Lease or the Premises shall be subjected to any attachment, including as a result levy or sale pursuant to any order or decree entered against the Tenant in any legal proceeding and the order or decree shall not be vacated within thirty (30) days of a failure to comply its entry; or 25.1.5. If the Tenant is guilty of an Event of Default under any other lease agreement with a creditor's statutory demand; (d) if a controller (as defined in section 9 the Landlord or any of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver Landlord's affiliated entities. 25.1.6. The notices required by this Section are intended to satisfy any 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 (all notice requirements imposed by law on the Landlord and are 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationrequirement.

Default Remedies. Each If the Tenant shall fail to pay within seven (7) days of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach date when due of any warranty Basic Rent or guarantee; (c) if Seller isAdditional Rent, or admits if the Tenant shall default in writing that it isthe timely performance or observance of any of the other covenants contained in these presents and on the Tenant’s part to be performed or observed and fail to cure the same within 30 days after notice is given by Landlord, or is declared to beif the estate hereby created shall be taken on execution, or is taken by other process of law, or if the Tenant shall be involved in financial difficulties as evidenced (1) by its commencement of a voluntary case under Title 11 of the United States Code as from time to time in effect, or 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 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, or by its consenting to or acquiescing in such relief, (5) by the entry of an order by a court of competent jurisdiction (i) finding it to be bankrupt or insolvent, (ii) ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors, or (iii) assuming custody of, or 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, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for 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 purpose)fraction of a month) of the annual Basic Rent, bankruptAdditional Rent and all other amounts for which the Tenant is obligated hereunder, insolventless, 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 unable to pay its debts as (ii) upon demand and when they fall 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 at the option of the Corporations ▇▇▇ ▇▇▇▇ Landlord, the present value (Cth)), receiver, receiver 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 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 Additional Rent reasonably estimated to a court for an order, an order is made, a meeting is convened or a resolution is passed, be payable for the purpose balance of appointing a liquidator the Term after the date of the exercise of said option would exceed the payments reasonably estimated to Seller or for be the winding up fair rental value of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes Premises on the terms and conditions of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusivethis Lease over such period, or which has a substantially similar effectdetermined as of such date, occurs with respect to Seller under any lawless reletting costs. Upon Seller’s Default, Buyer may immediately, in addition to Without thereby affecting any other right or remedy it may have at law or in equity: (i) terminate of 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 providedLandlord hereunder, orthe Landlord may, at its sole option 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 without liability the cost to Sellerthe 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, suspend Services neglect or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of fail to perform or observe 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) rejectthe covenants, repairprovisions, or replace non-conforming Goods conditions contained in this Lease on its part to be performed or Services observed, which default continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default, or procure same or similar Goods or Services from another sourceif such default is of a nature to require more than thirty (30) days for remedy and continues beyond the 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 which case Seller will be liable 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 Buyer commence to cure the alleged default, then Tenant shall give to Landlord (by facsimile transmission to number ▇▇▇-▇▇▇-▇▇▇▇, 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 ▇▇▇▇ Landlord for any additional 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 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 its affiliate is the Tenant, Tenant shall have, in certain circumstances, a right to offset or deduct expenses incurred by Buyer; 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 alleged default which is 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 “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 amount of the out-of-pocket costs of cure expended by Tenant. If within the said sixty (60) day period, Landlord either (A) fails to reimburse Tenant or (vB) require Seller fails to correct initiate expedited arbitration on its dispute concerning the default, 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 cure any non-conformity all of the following: whether (x) a default existed; (y) remedy of the default was necessary at Seller’s expensethe time and in the manner conducted by Tenant; and (z) the reasonableness of the costs so expended. Seller agrees The arbitration shall proceed in Portland, Maine according to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goodsthe expedited rules of the American Arbitration Association. In such caseThe arbitration shall be conducted by a single arbitrator who shall be experienced, Buyer independent and unbiased and there shall be no more than two (2) full days of hearings. Each party shall bear its own expenses and counsel fees and each party will pay for that an equal portion of Services previously completed by Sellerthe arbitration costs and fees. If the arbitrator finds in favor of Tenant, subject Landlord shall have thirty (30) days after the award is issued to pay the terms and provisions aboveaward to Tenant. In addition If Landlord fails 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 reimburse Tenant within thirty (30) days after Tenant receives an alternative, Buyer may, award in its sole discretionfavor, extend then Tenant may offset against Additional Rent the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no amount of such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationaward.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure Failure of the Loan Parties or any other person liable to complete Services timely pay or deliver Goods within perform any of the time or with the quality specified or guaranteed in Obligations is a default (“Default”) under this Agreement; . Upon the occurrence of a Default, the Bank may exercise any or all of the Bank’s remedies under this Agreement or the other Loan Documents including, without limitation, the immediate termination of the Forbearance Period and acceleration of maturity of all payments and Obligations. (b) failure If any of the Loan Parties fail to comply with timely make any provisions of payment required by this Agreement, including breach of or if any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, Loan Parties fails to fully satisfy all of its obligations under the Loan Documents at or similar officer is appointed in respect prior to the termination 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediatelyForbearance Period, in addition to any other right legal remedies available to the Bank, the Bank shall be entitled to the entry of final judgment in its favor against the Loan Parties, and shall be entitled to the entry of an order appointing a receiver for the Collateral. The Loan Parties, jointly and severally, hereby irrevocably consent to the entry of such final judgment and order in any litigation initiated by the Bank as a result of a Default under the Loan Documents. The receiver shall be empowered to manage and operate the Collateral, or remedy it may have at law or in equityany part thereof, to collect and administer rents and proceeds of the Collateral, and to apply said rents and proceeds to the payment of: (i) terminate the relationship and/or any pending Orders Obligations, together with Seller all costs and obtain a return of all money already paid to Seller for Goods and Services not yet providedattorney’s fees, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take all impositions, and any other levies, assessments, or liens which may be, or may become, prior in lien or dignity to the Obligations, (iii) premiums for insurance, with interest on all such items, and (iv) the cost of all alterations, repairs, replacements, and expenses incident to taking and retaining possession of the Collateral and the management and operation thereof, all in such order or priority as the Bank in its sole discretion may determine. The Loan Parties agree that the receiver shall be appointed without regard to whether the Loan Parties have committed waste or permitted deterioration of the Collateral, without regard to the adequacy of any security for the Obligations, and without regard to the solvency of any of Buyer’s samples and materials held by Seller; the Loan Parties. (c) It shall be a Default hereunder if, prior to the complete satisfaction of the Obligations, any of the Loan Parties (i) files a petition in bankruptcy, (ii) seeks appointment of a receiver, trustee, custodian or other similar official for any of the Loan Parties, or for all or any portion of the Collateral, (iii) finish Services makes a general assignment for the benefit of creditors; or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) rejectif any other person or entity files an involuntary petition in bankruptcy against any of the Loan Parties, repairthat is not dismissed within sixty (60) days of the filing of such involuntary petition. (d) The occurrence of any of the following conditions shall constitute a Default under this Agreement: (i) The material incorrectness of any representation or warranty made by any Loan Party to the Bank in any of the Loan Documents, any financial statement, or replace non-conforming Goods any other document delivered to the Bank in connection with the Loan Documents and this Agreement; (ii) A failure by the Loan Parties to timely provide the financial statements and other financial information required pursuant to the Loan Documents; (iii) A failure to make any payment required under this Agreement that is not cured within five (5) calendar days; (iv) A sale (by land contract or Services otherwise), assignment, mortgaging, leasing, encumbering, refinancing, or procure same conveyance of the Collateral, or similar Goods any portion thereof or Services from another sourcelegal or equitable interest therein, except with the consent of the Bank and as otherwise expressly permitted in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyerthe Loan Documents; or or (v) require Seller Any Loan Party shall have concealed, removed, or permitted to correct be concealed or cure removed, any non-conformity part of its property, with intent to hinder, delay, or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance, or similar law; or shall have made any transfer of its property to or for the benefit of a creditor at Seller’s expense. Seller agrees a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to cooperate with Buyer in obtain a lien upon 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 its property through legal proceedings which is not vacated within sixty (60) days from the 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationdate thereof.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (aA) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in In addition to any other right acts or remedy it may omissions designated in this Lease as Events of Default, each of the following shall constitute an Event of Default by Tenant hereunder: the failure to make any payment of Rent or any installment thereof or to pay any other sum required to be paid by Tenant under this Lease or under the terms of any other agreement between Landlord; the use or occupancy of the Premises for any purpose other than the Permitted Use without Landlord’s prior written consent or the conduct of any activity in the Premises which constitutes a violation of law; if the interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have at law been cleared by said levy or execution within thirty (30) days from the date thereof; if any voluntary or involuntary petition in equity: (i) terminate bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the relationship and/or Lease or if a receiver shall be appointed for Tenant or any pending Orders with Seller and obtain a return guarantor or any of all money already paid the property of Tenant or guarantor; if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors or if Tenant shall admit in writing its inability to Seller for Goods and Services not yet providedmeet Tenant’s debts as they mature; if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or agreed to in writing, mutually, by the parties; if Tenant shall fail to immediately discharge or bond over any lien placed upon the Premises in violation of this Lease; Tenant dissolves, liquidates or, at as to entities, fails to exist in good standing in Florida and/or its sole option and without liability to Seller, suspend Services state or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repairorganization, 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 as to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 mayindividuals, in its sole discretion, extend state of residency; if Tenant shall abandon or vacate the delivery Premises during the Term; if Tenant shall fail to timely execute and timely deliver an estoppel certificate or completion schedule subordination agreement as required hereunder without payment of Rent; or waive the failure to observe or perform any deficiencies of the other covenants or conditions in performancethis Lease which Tenant is required to observe and perform and which Tenant has not corrected within thirty (30) days after written notice thereof to Tenant; provided, however, that if said failure involves the creation of a condition which, in Landlord’s reasonable judgment, is dangerous or hazardous, Tenant shall be required to cure same within 24 hours. (B) Upon an Event of Default by Tenant, the unamortized cost of all brokerage commissions, rental abatements, legal fees, Tenant allowances, work performed by Landlord to the Premises, and any other Tenant inducements paid or provided under this Lease calculated using interest at the rate of twelve percent (12%) per annum calculated over the initial Term of this Lease shall immediately become due and payable by Tenant to Landlord, and Landlord may, at its option, with or without notice or demand of any kind to Tenant or any other person, exercise any one or more of the following described remedies, in addition to all other rights and remedies provided at law, in equity or elsewhere herein, and such rights and remedies shall be cumulative and none shall exclude any other right allowed by law: (i) Landlord may terminate this Lease, repossess and re-let the Premises, in which case Landlord shall be entitled to recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting. For the purpose of determining present value, Landlord and Tenant agree that the interest rate shall be the rate applicable to the then-current yield on obligations of the U.S. Treasury having a maturity date on or about the Expiration Date. Should the fair market rental value of the Premises for the balance of the Term (after deduction of all anticipated expenses of reletting) exceed the value of the Rent to be paid by Tenant for the balance of the Term, Landlord shall have no obligation to pay to or otherwise credit Tenant for any such waivers excess amount; (ii) Landlord may, without terminating the Lease, terminate Tenant’s right of possession, repossess the Premises including, without limitation, removing all or extensions will any part of Tenant’s personal property in the Premises and to place such personal property in storage or a public warehouse at the expense and risk of Tenant, and relet the same for the account of Tenant for such rent and upon such terms as shall be binding satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to decorate, repair, remodel or alter the Premises. Tenant shall pay to Landlord as damages a sum equal to all Rent under this Lease for the balance of the Term unless and until the Premises are relet. If the Premises are relet, Tenant shall be responsible for payment upon demand to Landlord of any deficiency between the Rent as relet and the Rent for the balance of this Lease, all costs and expenses of reletting, and all reasonable decoration, repairs, remodeling, alterations, additions and collection of the rent accruing there from. Tenant shall not be entitled to any rents received by Landlord in excess of the rent provided for in this Lease. No re-entry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any breach, and in addition to the other remedies it may have, may recover from Tenant all damages incurred by reason of such breach, including the costs of recovery of the Premises, and including the excess value at time of such termination, if any, of Rent reserved under this Lease for the remainder of the Term over the reasonable rental value of the Premises for the remainder of the Term, all of which amounts shall be immediately due and payable from Tenant to Landlord. In the event Landlord repossesses the Premises as provided above, Landlord may remove all persons and property from the Premises and store any such property at the cost of Tenant, without liability or damage; and (iii) Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant hereunder, make any payment or perform such other act on Tenant’s part to be made or performed as provided in this Lease. All sums so paid by Landlord and all necessary incidental costs shall be payable to Landlord as Additional Rent on demand and Tenant covenants to pay such sums. (iv) Landlord shall have the right, without terminating or canceling this Lease, to declare all amounts and rents due under this Lease for the remainder of the Term (or any extension or renewal thereof) to be immediately due and payable, and thereupon all rents and other charges due hereunder to the end of the Term (or any extension or renewal term, if applicable) shall be accelerated; and (v) Landlord shall have the right to exercise all other remedies available to Landlord at law or in equity, including, without limitation, injunctive relief of all varieties. (C) Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this section from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. (D) Tenant shall promptly pay upon notice, as Additional Rent, all reasonable costs, charges and expenses incurred by Landlord (including, without limitation, reasonable fees and out-of-pocket expenses of legal counsel, collection agents, and other third parties retained by Landlord) together with interest thereon at the rate set forth in Section 5 of this Lease, in collecting any amount due from Tenant, enforcing any obligation of Tenant hereunder, or preserving any rights or remedies of Landlord; and Tenant shall pay all reasonable attorneys’ fees and expenses arising out of any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned. (E) No waiver of any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on account of the violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver by Landlord shall be valid unless in writing and signed shall not affect any provision other than the one specified in such written waiver and that provision only for the time and in the manner specifically stated in the waiver. No receipt of monies by BuyerLandlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or Tenant’s authorized representative. Buyer will have right of possession hereunder or after the right at giving of any time notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to require adequate assurances the receipt of Seller’s performance. In such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expensesRent due, and the payment of Rent shall not waive or affect said notice, suit or judgment. Landlord shall not be required to serve Tenant with any notices or demands as a prerequisite to its exercise of any of its rights or remedies under this Lease, other costs than those notices and demands specifically required under this Lease. Tenant expressly waives the service of litigationany statutory demand or notice which is a prerequisite to Landlord’s commencement of eviction proceedings against Tenant, including the demands and notices specified in any federal, state, or local laws and ordinances.

Default Remedies. Each Upon the occurrence of an Event of Default, then Lender shall have all of the following constitutes an event of “Default” rights and remedies provided by Seller: law, in equity or this Agreement and the other agreements related to the Liabilities, including, but not limited to, (a) failure to complete Services or deliver Goods within the time or with rights and remedies of a secured party under the quality specified or guaranteed in this Agreement; UCC, and (b) failure the right to comply with offset against any provisions of this Agreement, including breach of funds on deposit in the Account and apply such funds to all or any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 portion of the Corporations ▇▇▇ ▇▇▇▇ (Cth))Liabilities as Lender may select in its sole discretion. Pledgor will pay to Lender all costs reasonably incurred by Lender, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, whether before or similar officer is appointed in respect after the occurrence of Seller or any asset an Event 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 passedDefault, for the purpose of appointing preparing this Agreement and enforcing its rights hereunder or to perform any obligation of the undersigned under this Agreement, including, without limitation, costs of foreclosure; costs of obtaining money damages; and a liquidator to Seller or reasonable fee for the winding up services of Sellerinternal and outside attorneys employed or engaged by Lender or its affiliates for any purpose related to this Agreement, including, without limitation, consultation, drafting documents, sending notices or instituting, prosecuting or defending litigation or any proceeding. 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. These rights and remedies shall be cumulative and not exclusive. If Pledgor is entitled to notice, that requirement will be met if Lender sends notice at least ten (10) days prior to the date of sale, disposition or other event requiring notice, and such notice shall be deemed commercially reasonable. The proceeds of any sale shall be applied first to costs, then toward payment of the Liabilities in any order of application, whether or not the Liabilities have been declared to be due and owing; (f) Seller proposes provided that, to the extent any moratorium Liabilities consist of extensions of credit by the issuance of letters of credit or arrangement with creditors other like obligations of Lender to third parties which have not been utilized, such proceeds shall be held by Lender in a cash collateral account as security for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLiabilities.

Default Remedies. Each The occurrence of any of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions shall constitute a material default and breach of this Agreement, including breach of any warranty or guaranteeLicense by Licensee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 failure by Licensee to pay any monetary sums required to be paid hereunder (where such failure continues for five (5) days after written notice by Licensor to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been curedLicensee); (ii) take possession the abandonment or vacation of any of Buyer’s samples and materials held the Premises by SellerLicensee; (iii) finish Services voluntary or correct involuntary filing for protection under the bankruptcy laws of the U.S. or Hawaii or any non-conformity at Seller’s expense act or insolvency or bankruptcy committed by whatever method Buyer deems expedientLicensee; (iv) rejecta failure by Licensee to observe and perform any other provision of this License to be observed or performed by Licensee, repairwhere such failure continues for ten (10) days after written notice thereof by Licensor to Licensee, or replace non-conforming Goods or Services or procure provided however, that if the nature of the default is such that the same or similar Goods or Services from another sourcecannot reasonably be cured within said ten (10) day period, Licensee shall not be deemed to be in which case Seller will be liable default if Licensee shall within such period commence such cure and thereafter diligently prosecute the same to Buyer for any additional costs or expenses incurred by Buyercompletion; 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 caseprovided, Buyer will pay for that portion of Services previously completed by Sellerfurther, subject to the terms and provisions above. In addition to its other remedieshowever, 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, Licensor in its sole discretiondiscretion may require Licensee to deliver a bond, extend deposit funds or such other form of security device which may be necessary to protect the delivery or completion schedule or waive Premises, Licensor, and the Project in the event such default cannot be cured within said ten (10) day period. Any such notice shall be in lieu of, and not in addition to, any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed notice required by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performancelaw. In the event Licensor is required to give Licensee more than one (1) notice of default in any action year during the term of this License as permitted or proceeding between required by this section or by the partieslaw, the prevailing party will be entitled then Licensee shall pay to recover Licensor upon demand and in addition to all its legal feesother rights and remedies available to Licensor reasonable attorneys' fees incurred by Licensor in connection with each such notice, expenses, and other costs of litigationnot to exceed One Hundred Dollars ($100.00) per notice.

Default Remedies. Each The following shall constitute events of the following constitutes an event default (“Events of “Default” ”) by SellerLessee under this Agreement: (a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this Agreementshall remain unremedied for thirty (30) days; (b) failure if Lessee fails to comply with perform, keep or observe any provisions term, provision or covenant contained in Section 11 of this Agreement, including breach of any warranty or guarantee; (c) if Seller isLessee fails to perform, keep or admits observe any other term, provision or covenant contained in writing that it isthis Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or is declared any other agent of Lessor to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of a failure to comply with a creditor's statutory demandLessee; (d) if any seizure or confiscation of any Vehicle or any other act (other than a controller Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cthdetermined by Lessor)), 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium the occurrence of a material adverse change in the financial condition or arrangement with creditors for the purposes business of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any lawLessee. Upon Seller’s the occurrence of any Event of Default, Buyer may immediatelyLessor, in addition with thirty (30) days written notice 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 providedLessee, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at to exercise concurrently or separately (and without any time to require adequate assurances election of Seller’s performance. In any action or proceeding between the partiesremedies being deemed made), the prevailing party will 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 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 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 Lessee of its obligations under this Agreement; (c) Lessor may recover all its legal feesdamages and expenses sustained by Lessor, expensesServicer, and any other costs agent of litigation.Lessor or any of their respective successors or assigns by reason of Lessee's default;

Default Remedies. Each 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 Lease Contract, or if the Lessee ceases doing business as a going concern, or if a petition is filed by or against the Lessee under the Bankruptcy and Insolvency Act (Canada) or any amendment thereto, or if a receiver is appointed for the Lessee or its property, or if the Lessee becomes insolvent, makes an assignment for the benefit of creditor s, offers a composition or extension of any of its indebtedness or if the Lessee, without the Lessor`s prior written consent, attempts to remove, sell, transfer, encumber, sublet or 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 not remedied by the Lessee within five (5) days of any written notice, then the Lessor or its agent shall have the right to exercise any one or more of the following constitutes an event of “Default” by Sellerremedies: (a) failure to complete Services declare the entire amount of rent herein immediately due and payable, without notice or deliver Goods within demand to the time or with the quality specified or guaranteed in this Agreement; Lessee, (b) failure to comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver for and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect recover from the Lessee an amount equal to the unpaid balance of Seller or any asset the rent due and to become due during the term 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections this Lease Contract and (c) to (f) inclusiveenter upon Lessee`s premises, with or which has a substantially similar effectwithout notice, occurs with respect court order or other process of law, to Seller under take possession of any lawor all i tems of Equipment without demand or notice wherever same may be located. Upon Seller’s Defaultretaking possession of any or all items of Equipment, Buyer the Lessor may immediately, in addition to any other right or remedy it may have at law or in equityits option: (i) terminate rent the relationship and/or repossessed Equipment, or any pending Orders with Seller part thereof, to any third party on which terms and obtain a return of all money already paid to Seller for Goods and Services not yet providedconditions as the Lessor may determine, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repairsell the Equipment, or replace non-conforming Goods any part thereof, to the highest bidder at a public auction or Services or procure same or similar Goods or Services from another source, in which case Seller will at a private sale. All net proceeds of the foregoing shall 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 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 provisions aboveall damages occasioned by such taking of possession. In addition to Any said taking possession shall not constitute a termination of this Lease Contract and shall not relieve the Lessee of its other remedies, Buyer will have a right of set-off and may withhold from time to time out of original obligations herein unless the Lessor expressly so notifies the Lessee in writing. Should nay legal proceedings be instituted by the Lessor any monies due Sellerand to become due herein or for the re-possession of the Equipment, amounts sufficient the Lessee shall be liable for and pay for all reasonable attorney`s fees and costs incurred. Additionally, the Lessee shall pay to fully compensate Buyer the Lessor as compensation for any loss or damage resulting from any Default or breach by Selleradditional administrative and clerical work, an amount equal to 15% of the total amount payable hereunder. As an alternativeInterest on the total amount payable, Buyer mayat the rate of 18% per annum, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have calculated monthly from the right at any time to require adequate assurances date of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationdefault.

Default Remedies. Each Any of the following constitutes shall constitute an event Event of “Default” by Seller: (If a) failure Lessee fails to complete Services pay when due any rent or deliver Goods within other amount required herein to be paid by Lessee, or b) Lessee makes an assignment for the time benefit of creditors, whether voluntary or voluntary, or c) a petition is 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, 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 quality specified legal structure of Lessee, in each case which results, in the opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under this lease, or guaranteed h) any representation or warranty made by Lessee in this Agreement; (b) failure lease or in any other document or agreement furnished by Lessee to comply with Lessor shall prove to have been false or misleading in 6 any provisions of this Agreement, including breach of any warranty material respect when made or guarantee; (c) if Seller iswhen deemed to have been made, or admits i) Lessee shall be in writing that it is, or is declared to be, or is taken default under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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, material obligation for the purpose payment of appointing a liquidator to Seller borrowed money or the deferred purchase price of, or for the winding up payment of Seller; 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) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (in clauses (g) anything analogous to anything referred to in subsections and (ch) to substituting the phrase "guaranty or other credit support document" for the word "lease"), (fi) inclusive, or which has a substantially similar effect, occurs (j) shall have occurred with respect to Seller 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 lawreason, to be in full force and effect. Upon Seller’s Default, Buyer may immediately, in addition 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 right amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or remedy it all items of Equipment, wherever the same may have at be located, without demand or notice, without any court order or other process of 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 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 Lessee for any additional costs damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or expenses incurred without repossessing the 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 Buyer; or 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 (v3) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably 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 complete Services or purchase replacement Goods. In be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such casevalue; and upon the payment of all amounts described in clauses (1), Buyer (2) and (3) above, Lessee will pay for that portion of Services previously completed by Seller, subject become entitled to the terms and provisions above. In addition to its other remediesEquipment AS IS, Buyer will have a right of set-off and may withhold from time to time out of monies due SellerWHERE IS, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancewithout warranty whatsoever; provided, however, that no such waivers if Lessor has repossessed or extensions will 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 binding unless cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in writing equity or by statute or otherwise, and signed by Buyer’s authorized representative. Buyer will have the right at any may be enforced concurrently therewith or from time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiestime, the prevailing party will but Lessor shall not be entitled to recover all a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its legal fees, expenses, and other costs obligations pursuant to the terms of litigationthis lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Each The occurrence of one or more of the following constitutes events shall constitute a material default and breach of this Lease by Tenant: (A) Failure by Tenant to make payment of any Rent herein agreed to be paid or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) working days after Landlord's written notice thereof; (B) The making by Tenant of any assignment or arrangement for the benefit of creditors; (C) The filing by Tenant of a petition in bankruptcy or for any other relief under the Federal Bankruptcy Law or any other applicable statute; (D) The levying of an event attachment, execution of “Default” other judicial seizure upon the Tenant's property in or interest under this lease, which is not satisfied or released or the enforcement thereof stayed or superseded by Seller: an appropriate proceeding within thirty (a30) days thereafter; (E) The filing of an involuntary petition in bankruptcy or for reorganization or arrangement under the Federal Bankruptcy Law against Tenant and such involuntary petition is not withdrawn dismissed, stayed or discharged within sixty (60) days from the filing thereof; (F) The appointment of a Receiver or Trustee to take possession of the property of Tenant or of Tenant's business or assets and the order or decree appointing such Receiver or Trustee shall have remained in force undischarged or unstayed for thirty (30) days after the entry of such order or decree; (G) The vacating or abandonment of the Premises without the payment of Rent. (H) The failure by Tenant to complete Services perform or deliver Goods within observe any other term, covenant, agreement or condition to be performed or kept by the time Tenant under the terms, conditions, or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions of this Agreementlease, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result of such a failure shall continue uncorrected for thirty (30) days after written notice thereof has been given by Landlord to comply with the Tenant or such longer period provided that: 1) Tenant is diligently pursuing a creditor's statutory demand; (dcure, and 2) if a controller (as defined Such failure does not materially and adversely effect the Premises or Building. Then and in section 9 any such event Landlord shall have the right, at the option of the Corporations ▇▇▇ ▇▇▇▇ Landlord, then or at any time thereafter while such default or defaults shall continue, to elect either (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c1) to (f) inclusive, cure such default or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition defaults at its own expense and without prejudice to any other right or remedy remedies which it may have at law or in equity: (i) terminate the relationship and/or might otherwise have, any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s 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 payment made or expenses incurred by BuyerLandlord in curing such default with interest thereon at twelve percent (12%) per annum to be and become additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter; or (v2) require Seller to correct re-enter the Premises, without notice, and dispossess Tenant and anyone claiming under Tenant by summary proceedings or cure any non-conformity at Seller’s expense. Seller agrees otherwise, and remove their effects, and take complete possession of the Premises and either (a) declare this Lease forfeited and the Lease Term ended, or (b) elect to cooperate continue this Lease in full force and effect, but with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time thereafter to require adequate assurances of Seller’s performancedeclare this Lease forfeited and the Lease Term ended. In any action or proceeding between such re-entry the partiesLandlord may, with process of law, remove all persons from the Premises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to the Landlord. Should Landlord declare this Lease forfeited and the Lease Term ended, the prevailing party will Landlord shall be entitled to recover from Tenant the Rent and all other sums due and owing by Tenant to the date of termination, plus the costs of curing all of Tenant's defaults existing at or prior to the date of termination, plus the cost of recovering possession of the Premises, plus the deficiency, if any, between Tenant's Rent for the balance of the Lease Term provided hereunder and the Rent obtained by Landlord under another lease for the Premises for the balance of the Lease Term remaining under this lease. Landlord shall use its legal fees, expensesbest efforts to rent the Premises with or without advertising, and on the best terms available for the remainder of the Lease Term hereof, or for such longer or shorter period as Landlord shall deem advisable. Tenant shall remain liable for payments of all Rent and other charges and costs imposed on Tenant herein, in the amounts, at the times and upon the conditions as herein provided, but Landlord shall credit against such liability of litigationthe Tenant all amounts received by Landlord from such reletting after first reimbursing itself for all costs incurred in curing Tenant's defaults and re-entering, preparing and refinishing the Premises for reletting, and reletting the Premises, and for the payment of any procurement fee or commission paid to obtain another tenant, and for the attorney fees and legal costs incurred by Landlord. Tenant specifically reserves any rights or defenses under Minnesota law to any omissions of commissions of Landlord's obligations pursuant to this paragraph.

Default Remedies. Each (A) The occurrence of one or more of the following constitutes events shall constitute a material default and breach of this Lease by Tenant ("Event of Default"): (1) Failure by Tenant to make payment of any Rent, Additional Rent, or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) business days after written notice of such failure from Landlord; provided that, if two (2) such notices have been delivered within the twelve (12) months immediately preceding any failure to make any payment when and as due, such failure shall, without notice or demand, be deemed an Event of Default; (2) The making by Tenant (or any guarantor) of any assignment or arrangement for the benefit of creditors; (3) The levying of an attachment, execution of other judicial seizure upon the Tenant's property in or interest under this Lease, which is not satisfied or released or the enforcement thereof superseded by an appropriate proceeding within sixty (60) days thereafter; (4) The appointment of a receiver or trustee to take possession of the property of Tenant (or any guarantor) or of Tenant's (or any guarantor's) business or assets and the order or decree appointing such receiver or trustee shall have remained in force undischarged for sixty (60) days after the entry of such order or decree; (5) The vacating or abandonment of the Premises, unless (i) Tenant notifies Landlord of its intent to vacate or abandon not less than ten (10) days in advance thereof, (ii) Tenant obtains and maintains all necessary endorsements to ensure that Tenant's insurance shall remain in effect with regard to the Premises, notwithstanding such vacating or abandonment of the Premises, and (iii) Tenant takes all necessary steps to ensure there will be no unauthorized access to the Premises during the period of any such vacancy or abandonment; (6) The failure by Tenant to maintain any insurance required herein, which failure continues for more than two (2) business days after written notice from Landlord advising Tenant of such failure; (7) An assignment, subletting, pledge, mortgage, or other transfer of this Lease or the Premises by Tenant, or any transfer of any interest in the Tenant, in violation of Section 12 of this Lease; and/or (8) The failure by Tenant to perform or observe any other term, covenant, agreement or condition to be performed or kept by the Tenant under the terms, conditions, or provisions of this Lease, which failure is not cured within ten (10) days after written notice thereof from Landlord (or such longer time as may be reasonably required to cure such failure through the exercise of due diligence, unless (i) such failure is a willful repudiation of the Lease authorized by Tenant's Board of Directors, (ii) such failure cannot, based on objective evidence, be cured, (iii) such failure relates to the existence of a generally-recognized, imminent danger to the health or safety of occupants of the Premises due to a hazardous condition on the Premises, or (iv) such failure subjects Landlord to criminal prosecution). (B) If an Event of Default shall have occurred, Landlord shall have (in addition to all other rights and remedies provided by law or otherwise provided by this Lease) the right, at the option of the Landlord, then or at any time thereafter while such Event of Default shall continue, to elect any one or more of the following: (1) To continue this Lease in full force and effect (so long as Landlord does not terminate this Lease), and Landlord shall have the right to collect Rent, Additional Rent and other charges when due for the remainder of the Lease Term; and/or (2) To cure such default or defaults at its own expense and without prejudice to any other remedies which it might otherwise have; and any reasonable payment made or reasonable expenses incurred by Landlord in curing such default, with interest thereon at the Default Rate (as hereafter defined), to be and become Additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter (but in no event earlier than fifteen (15) days, nor later than thirty (30) days, after the date on which Landlord invoices Tenant for the same); and/or (3) To re-enter the Premises in accordance with applicable law, and dispossess Tenant and anyone claiming through or under Tenant by summary proceedings or otherwise, and remove their effects, and take complete possession of “Default” by Seller: the Premises and either (a) failure to complete Services declare this Lease terminated and the Lease Term ended, or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure elect to comply with any provisions of continue this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits Lease in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as full force and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs but 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time thereafter that such Event of Default remains uncured to require adequate assurances of Seller’s performancedeclare this Lease terminated and the Lease Term ended. In any action such re-entry, Landlord may, as permitted by applicable law, remove all persons from the Premises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to Landlord. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, every obligation of Landlord contained in this Lease shall, upon entry of a final, non-appealable judgment terminating this Lease or proceeding between Landlord's reentry onto the partiesPremises in accordance with applicable law, cease without prejudice to Tenant's liability for all Rent, Additional Rent, and other sums owed by Tenant herein. Should Landlord declare this Lease terminated and the Lease Term ended (pursuant to Section 22(B)(3)(a) above), the prevailing party will Landlord shall be entitled to recover from Tenant the Rent, Additional Rent, and all other sums due and owing by Tenant to the date of termination, plus the reasonable costs of curing all Tenant's defaults existing at or prior to the date of termination, plus the reasonable costs of recovering possession of the Premises, plus the reasonable costs of reletting the Premises including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs, plus other actual damages suffered or incurred by Landlord due to all Events of Default and any late fees or other charges incurred by Landlord under any mortgage, plus the deficiency, if any, between Tenant's Rent and Additional Rent for the balance of the Lease Term and the rent obtained by Landlord under another lease for the Premises, for the balance of the Lease Term remaining under this Lease on the date of termination. Should Landlord elect to continue this Lease (pursuant to Section 22(B)(3)(b) above), Landlord shall be entitled to recover from Tenant the Rent, Additional Rent and all other sums due and owing by Tenant up to the date of dispossession, plus the reasonable costs of curing all Events of Default existing at or prior to the date of dispossession, plus the Rent, Additional Rent and all other sums owed by Tenant on a continuing basis as said amounts accrue to the end of the Lease Term, less the rental which Landlord receives during such period, if any, from others to whom the Premises may be relet, plus the reasonable cost of recovering possession of the Premises, plus the reasonable costs of reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs. Any suit brought by Landlord to enforce collection of such deficiency for any one month shall not prejudice Landlord's right to enforce the collection of any deficiency for any subsequent month in subsequent separate actions, or Landlord may defer initiating any such suit until after the expiration of the Lease Term (in which event such deferral shall not be construed as a waiver of Landlord's rights as set forth herein and Landlord's cause of action shall be deemed not to have accrued until the expiration of the Lease Term), and it being further understood that if Landlord elects to bring suits from time to time prior to reletting the Premises, Landlord shall be entitled to its legal feesfull damages through the date of the award of damages without regard to any rent, expensesadditional rent or other sums that are or may be projected to be received by Landlord upon a subsequent reletting of the Premises. In the event that Landlord relets the Premises together with other premises or for a term extending beyond the scheduled expiration of the Lease Term, it is understood that Tenant will not be entitled to apply against Landlord's damages any rent, additional rent or other sums generated or projected to be generated by either such other premises or the period extending beyond the scheduled expiration of the Lease Term. Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In lieu of the amounts recoverable by Landlord pursuant to the two immediately preceding paragraphs, but in addition to other remedies and amounts otherwise recoverable by Landlord in this Lease, Landlord may, at its sole election, (i) terminate this Lease, (ii) collect all Rent, Additional Rent, and other sums due and owing by Tenant up to the date of termination, and (iii) provided Landlord terminates Tenant's right to possession of the Premises, accelerate and collect the present value of the positive difference (if any) between (x) the sum of all Rent, Additional Rent and all other sums required to be paid by Tenant through the remainder of the Lease Term, and (y) the fair market rental value of the Premises for the remainder of the Lease Term, net of a reasonable vacancy and concession allowance determined by Landlord in its reasonable discretion (the present value of such difference being herein referred to as the "Accelerated Rent"), which Accelerated Rent shall be discounted to present value using an interest rate equal to six and one-half percent (6.5%) per annum ("Present Value Accelerated Rent"). In the event Landlord is successful in reletting the Premises for any part of the remainder of the Lease Term prior to payment of the Present Value Accelerated Rent, the fair market rental value shall be deemed to equal the rents reserved under such reletting, and Landlord shall not be obligated to pay over the proceeds of such reletting in whole or part. In no event shall Landlord be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the Premises or to collect any rent due upon such reletting. (C) Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does hereby specifically waive and surrender any and all rights and privileges, so far as is permitted by law, which Tenant and all such persons might otherwise have under any present or future law (1) to the service of any notice to quit or of Landlord's intention to re-enter or to institute legal proceedings, which notice may otherwise be required to be given, (2) to redeem the Premises, (3) to re-enter or repossess the Premises, (4) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court or judge, or any re-entry by Landlord, or any expiration or termination of this Lease, whether such dispossession, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease, or (5) which exempts property from liability for debt or for distress for rent. Landlord and Tenant each hereby consents to the exercise of personal jurisdiction over it by any federal or local court in the jurisdiction in which the Premises is located. (D) If Tenant fails to take possession of the Premises upon the commencement of the Lease Term, Landlord and Tenant acknowledge that this Lease Agreement may be construed as a contract to or for lease, as opposed to a contract of lease. Accordingly, Landlord and Tenant agree that, if Tenant defaults under this Lease (beyond the applicable notice and cure period, if any) prior to the Lease Commencement Date, or if Tenant fails to accept possession of the Premises when tendered by Landlord (it being acknowledged and agreed that any such failure by Tenant to accept possession of the Premises when tendered by Landlord shall be an Event of Default hereunder, but that Tenant shall not be required to actually occupy the Premises in order for Tenant to accept possession thereof), Landlord shall be entitled to terminate Tenant's right to possession of the Premises pursuant to the Lease Agreement and to recover from Tenant, subject to the conditions and limitations set forth in Section 22(B), contract damages resulting from Tenant's default and/or failure to accept possession of the Premises in an amount equal to all of the rents and other sums required to be paid under the Lease (as if Tenant had taken possession of the Premises when tendered by Landlord) from the date on which Landlord tenders possession of the Premises to Tenant until the date on which the Premises are relet (if ever) or any earlier date on which the Lease would have expired by its terms, plus (but without duplication) all of the damages reserved to Landlord in Section 22(B) of this Lease (including, but not limited to, any rent deficiency upon any reletting, costs of litigationreletting, and court costs and attorneys' fees incurred to relet the Premises and/or to enforce Landlord's rights under the terms of this Lease).

Default Remedies. Each of the following constitutes occurrences and conditions shall constitute an event 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 Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this 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 due under this Note or Loan Documents which failure continues for thirty (b30) days after notice thereof from Promissee to Promissor; or c. failure by Promissor to comply with any provisions of this Agreementthe terms, including breach provisions, covenants, conditions or restrictions now or hereafter affecting the Collateral or any part thereof or contained in any agreement related or pertaining to the Collateral, which failure continues for thirty (30) days after notice thereof from Promissee to Promissor; 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 date as of which made, whether or not that representation or disclosure appears in the Loan Documents; or e. the sale, transfer, conveyance, or lease of all or any portion of the Collateral or of any warranty or guarantee; (c) if Seller isof Promissor's rights therein, whether voluntarily, involuntarily, or admits in writing that it isotherwise, or is declared Promissor's entering into an agreement to bedo any of the foregoing, in each case except as expressly permitted in the Security Agreement; or At any time following the occurrence of any Event of Default, or is taken under following the occurrence of any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including event as a result consequence of a failure which the obligations evidenced hereby may be accelerated, then at the election of Promissee and notwithstanding anything to comply with a creditor's statutory demand; (d) if a controller (as defined in section 9 the contrary herein or elsewhere, the entire amount of the Corporations ▇▇▇ ▇▇▇▇ (Cth))principal then outstanding under this Note and all interest, receiverfees, receiver charges, and managerother amounts owing and then unpaid hereunder shall become immediately due and payable, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect of Seller or and Promissee may exercise 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 and all rights that it may have under the Loan Documents, at law or law, 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationotherwise.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure Notwithstanding any provision herein to complete Services the contrary and irrespective of whether all or deliver Goods within the time any rights conferred upon Landlord by this Section are expressly or with the quality specified or guaranteed by implication conferred upon Landlord elsewhere in this Agreement; , in the event of (bi) any failure of Tenant to comply with pay any provisions Rental or any other charges or sums whatsoever due hereunder (including without limitation, amounts due as reimbursement to Landlord for costs incurred by Landlord in performing obligations of Tenant hereunder upon ▇▇▇▇▇▇'s failure so to perform) for more than ten (10) days after written notice from Landlord to Tenant that such Rental or any other charges or sums whatsoever due hereunder were not received on the date required for payment pursuant to this Agreement, including breach provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of any warranty or guarantee; (c) if Seller isdefault required by applicable laws, or admits in writing that it is(ii) any default or failure by Tenant to perform any other of the terms, conditions, or is declared covenants of this Agreement to bebe observed or performed by Tenant for more than thirty (30) days after written notice from Landlord to Tenant of such default, provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of default required by applicable laws, or is (iii) any failure by Tenant to move into the Premises and to initially open for business on or before the Rental Commencement Date, or (iv) any failure by Tenant to operate continuously in the manner and during the hours established by Landlord or for the Permitted Use, or (v) Tenant's abandonment of the Premises, or permitting this Agreement to be taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including as a result writ of a failure to comply with a creditor's statutory demand; (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, execution or similar officer is appointed in respect of Seller writ 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediatelythen Landlord, in addition to any or in lieu of other right rights or remedy remedies it may have at law under this Agreement or in equityby law, shall have the following rights: (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, Landlord may at its sole option discretion: (A) immediately terminate this Agreement and without liability ▇▇▇▇▇▇'s right to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held the Premises 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 sourcegiving Tenant written notice that this Agreement is terminated, in which case Seller will event, upon such termination, Landlord shall have the right to recover from Tenant the sum of (1) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (2) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could be liable reasonably avoided; (4) any other amount necessary to Buyer compensate Landlord for any additional costs all the detriment proximately caused by ▇▇▇▇▇▇'s failure to perform Tenant's obligations under this Agreement or expenses incurred by Buyerwhich in the ordinary course of things would be likely to result therefrom; or and (v5) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer all such other amounts in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, Buyer will have a right or in lieu of set-off and the foregoing as may withhold be permitted from time to time out under applicable law; or (B) have this Agreement continue in effect for so long as Landlord does not terminate this Agreement and Tenant's right to possession 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 maythe Premises, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will which event Landlord shall have the right at any time to require adequate assurances enforce all of Seller’s performance. In any action or proceeding between Landlord's rights and remedies under this Agreement including the parties, the prevailing party will be entitled right to recover all its legal fees, expenses, and other costs of litigation.Rental payable by Tenant under this Agreement as it becomes due under this Agreement; or

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure to complete Services or deliver Goods within If during the time or with the quality specified or guaranteed in this Agreement; (b) failure to comply with any provisions term of this AgreementCharter: (i) The Charterer shall fail to make payment in respect of Charter Hire or other amounts due under the terms of this Charter and the continuance of such failure for ten (10) Business Days after the date on which such payment was due; (ii) The Charterer shall fail for a period of thirty (30) Business Days after written notice thereof has been given to the Charterer by the Owner to perform and observe any of the covenants, including breach conditions, agreements or stipulations on the part of the Charterer to be performed or observed contained herein (other than subclause (a)(i) and (v) of this Clause); (iii) Any representation or warranty made by Charterer herein or in any warranty document or guarantee; certificate furnished to the Owner in connection herewith or pursuant hereto shall prove at any time to be incorrect in any material respect as of the date made; (civ) if Seller isThe Charterer or Trico Marine Services, Inc., of which Charterer is a wholly-owned subsidiary, or admits in writing that it isTrico Marine Assets, Inc., which like Chartererer is a wholly-owned subsidiary of Trico Marine Services, Inc. (each of Trico Marine Services, Inc. and Trico Marine Assets, Inc. is referred to as a "Guarantor") ceases doing business as a going concern or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable generally ceases to pay its debts as they become due or any proceedings under any bankruptcy, insolvency or other similar laws now or hereafter in effect are instituted against the Charterer or any Guarantor or if a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official is appointed for the Charterer or any Guarantor or for any of its assets or properties, and such proceeding or appointment is not dismissed, vacated or fully stayed within sixty (60) days or the Charterer or any Guarantor makes a general assignment for the benefit of creditors; (v) The Charterer shall have abandoned the Vessel. The foregoing provisions shall not apply to any notice of abandonment that the Charterer may give to insurers under the provisions of Clause 12; (vi) The Charterer fails to maintain in all respects the insurances required by Clause 11; (vii) The Charterer shall within thirty (30) days of any scheduled date of redelivery hereunder fail to provide adequate bail or security when they fall duerequired so to do by the Owner in writing in respect of any maritime Lien, including possessory Lien or statutory right in rem that may be acquired over the Vessel not created or caused by the Owner or by Persons claiming by, through or under the Owner in order to prevent the Vessel being arrested, impounded or seized or if any such Lien, right or claim over the Vessel is exercised by the arrest, attachment, detention, impounding or seizure of the Vessel under any distress execution or other process, or any distress or execution is levied thereon, and the Charterer fails to use its best endeavors to procure the release of the Vessel therefrom within thirty (30) days of any scheduled date of redelivery hereunder; (viii) The Charterer shall repudiate its obligations under this Charter, or otherwise breach its obligations under this Charter, and any applicable cure period shall have expired; (ix) The Charterer or any Guarantor shall be in default of any agreement with respect to borrowed monies and the creditor (lender or lessor) under such agreement shall have accelerated the maturity of such indebtedness, irrespective of any subsequent reinstatement or waiver that may subsequently be granted by such creditor; (x) The Charterer or any Guarantor shall be in default of any other agreement with Owner; or (xi) The Standard & Poor's credit rating for Trico Marine Services, Inc. drops to a grade of B- or lower, and Charterer thereafter fails to provide Owner within thirty (30) days of demand therefor by Owner an additional letter of credit equal to fifteen percent (15%) of the Capitalized Owner's Cost stated in the Schedule or other collateral acceptable to Owner in its sole discretion. THEN AND IN ANY SUCH EVENT the Owner may, by written notice to the Charterer, declare this Charter to be in default and: (a) The Owner may (i) upon written demand, cause the Charterer, at the Charterer's expense, to, and the Charterer shall promptly, redeliver the Vessel or cause the Vessel to be redelivered, with all reasonable dispatch to the Owner and in the condition required by the terms of Clause 8 as if the Vessel were being redelivered at the expiration of the Charter Period, and all obligations of the Charterer under said Clause 8 shall apply to such redelivery; or (ii) the Owner or its agent, at the Owner's option, without further notice, may, but shall be under no obligation to, retake the Vessel wherever found, whether upon the high seas or in any port, harbor, or other place and irrespective of whether the Charterer, any subcharterer or any other Person may be in possession of the Vessel, all without prior demand and without legal process, and for that purpose the Owner or its agent may enter upon any dock, pier or other premises where the Vessel may be and may take possession thereof, without the Owner or its agent incurring any liability by reason of such retaking, whether for the restoration of damage to property caused by such retaking or otherwise. The exercise by the Owner of its remedies under this subparagraph (a) shall be without prejudice, and in addition, to any of the Owner's other remedies referred to below. (b) The Owner may select to treat such Event of Default as a result termination by Charterer and demand payment immediately of the Stipulated Loss Value, it being acknowledged and agreed by the Charterer that Owner shall have no obligation to mitigate its damages and that this amount payable to Charterer is reasonable liquidated damages and is payable not as a failure penalty. In addition, Charterer shall be responsible for the payment of all amounts and obligations otherwise due under this Charter. The exercise by the Owner of its remedies under this subparagraph (b) shall be without prejudice, and in addition, to comply any of the Owner's other remedies referred to below. (c) The Charterer shall be liable for all costs including all reasonable legal fees and any other costs and expenses whatsoever incurred by the Owner by reason of the occurrence of any default or by reason of the exercise by the Owner of any remedy hereunder, including, without limitation, all costs and expenses incurred by the Owner in connection with a creditor's statutory demand; any retaking of the Vessel and, upon the redelivery or retaking of the Vessel in accordance with this Clause 17, the placing of the Vessel in the condition and seaworthiness required by the terms of Clause 8 hereof and the obligation to pay all sums as required under this Clause 17 or elsewhere in this Charter (including interest at the Default Rate on any late payment amounts made by Charterer, and interest on all unpaid amounts). (d) if a controller (as defined in section 9 of Each and every right, power and remedy herein given to the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver Owner shall be cumulative 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, shall be in addition to every other right, power and remedy herein given or now or hereafter existing at law, in equity, admiralty or by statute and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Owner, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission of the Owner to exercise any right or remedy power vested in it may have hereunder shall impair such right or power or be construed as a waiver of or as acquiescence in any default by the Owner or be deemed a waiver of any right arising out of any future default or of any past default. In the event the Owner at law any time agrees to waive any such right or in equity: (i) terminate power, such waiver shall be revocable by the relationship and/or Owner at any pending Orders with Seller time and obtain a return the right or power shall henceforth be again exercisable as though there had been no such waiver unless the Event of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; . In the event the Owner shall have proceeded to enforce any right or pursue any power under this Charter and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Owner, then and in every such case the Charterer and the Owner shall be restored to their respective former positions and rights hereunder with respect to the property subject or intended to be subject to this Charter and all rights, remedies and powers of the Owner shall continue as if no such proceedings had been taken. (iie) take possession The Owner or its agent may sell the Vessel at public or private sale, with or without notice to the Charterer, advertisement or publication, as the Owner may determine, or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of what would have been the Charter Period in the absence of the termination of the Charterer's rights to the Vessel) to others or keep the Vessel idle, all on such terms and conditions and at such place or places as the Owner may determine and all free and clear of any rights of Buyer’s samples the Charterer and materials held by Seller; (iii) finish Services or correct of 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 sourceclaim of the Charterer in admiralty, in which case Seller will equity, at law or by statute, whether for loss or damage or otherwise, and without any duty to account to the Charterer, notwithstanding any remedy or rightOwner may have exercised under this Clause 17 or elsewhere in this Charter or in equity or law. Any monies received by Owner on account of the sale of the Vessel under this Clause 17 shall be liable applied as follows: first, to Buyer for payment of the Stipulated Loss Value; second, to all accrued and unpaid Charter Hire; third, to any additional costs other accrued and unpaid amounts under this Charter; and fourth, the balance, if any, shall be paid to the Charterer. (f) The rights and powers of the Owner and the obligations of the Charterer under this Clause 17 shall be effective and enforceable regardless of the pendency of any proceeding that has or expenses incurred might have the effect of preventing the Owner or the Charterer from complying with the terms of this Charter. No express or implied waiver by Buyer; or (v) require Seller to correct or cure the Owner of any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer default shall in any way reasonably required be, or be construed to complete Services be a waiver of any further or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationsubsequent default.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure The following shall be deemed "Events of Default" under the Lease: (1.) Lessee fails to complete Services 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 Equipment or fails to deliver Goods within any documents required of Lessee under the time Lease; or (3.) Any representation or warranty made by Lessee or Lessee's guarantor in the Lease or any document supplied in connection with the quality specified Lease or guaranteed in this Agreementany financial statement is misleading or materially inaccurate; or (b4.) failure Lessee fails to comply with observe or perform any provisions of this Agreement, including breach the other obligations required to be observed by Lessee under the Lease within thirty (30) days of any warranty Lessee's first knowledge of such failure; or (5.) Lessee or guaranteeLessee's guarantor ceases doing business as a going concern; (c) if Seller is, or makes an assignment for the benefit of creditors; admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due; files a voluntariy petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any reorganization, including as a result 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 material allegations of a failure petition filed against it in any such proceeding; consents to comply with or acquiesces in the appointment of a creditor's statutory demand; (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth))trustee, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administratoror 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 affect 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 officer is appointed in respect 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 Seller any trustee, receiver or liquidator of it or all of or any asset substantial part of Seller; its respective assets and properties, such appointment shall not be vacated. (eb) 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 Upon the purpose happening of appointing a liquidator to Seller or for the winding up any Event of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer Lessor may immediatelydeclare the Lessee to be in default. Lessee authorizes Lessor at any time thereafter, in addition with or without terminating the Lease, to enter any other right or remedy it premises where the Equipment may have at law or in equity: 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) terminate any unpaid amount due on or before Lessor declared the relationship and/or any pending Orders with Seller and obtain a return of all money already paid Lease to Seller for Goods and Services not yet providedbe in default, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; plus (ii) take possession as liquidated damages for loss of any a bargain and not as a penalty, an amount equal to the Stipulated Loss Value for the Equipment computed as of Buyer’s samples and materials held by Seller; 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) finish Services 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 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 sourcepublic sale, in which case Seller will be liable to Buyer for any additional costs bulk or expenses incurred by Buyerin parcels, with or without notice, without having the Equipment present at the place of sale; or (v) require Seller to correct Lessor may lease, otherwise dispose of or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services keep idle all or purchase replacement Goods. In such case, Buyer will pay for that portion part of Services previously completed by Seller, subject to the 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 delivery or completion schedule or waive any deficiencies in performanceEquipment; providedsubject, however, that no such waivers to its obligation to mitigate damages. The proceeds of sale, lease or extensions will other disposition, if any, of the Equipment shall be binding unless applied: (1) to all Lessor's costs, charges and expenses incurred in writing taking, removing, holding, repairing and signed selling, leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extent not previously paid by Buyer’s authorized representative. Buyer will have Lessee, to pay Lessor the right at Stipulated Loss Value for the Equipment and all other sums owed by Lessee under the Lease, including any time unpaid rent which accrued to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, date Lessor declared the prevailing party will Lease to be entitled to recover all its legal fees, expenses, in default and other costs of litigation.indemnities then remaining unpaid under the Lease; then

Default Remedies. Each (A) The occurrence of one or more of the following constitutes events shall constitute a material default and breach of this Lease by Tenant (“Event of Default”): (1) Failure by Tenant to make payment of any Rent, Additional Rent, or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) business days after written notice of such failure from Landlord; provided that, if two (2) such notices have been delivered within the twelve (12) months immediately preceding any failure to make any payment when and as due, such failure shall, without notice or demand, be deemed an Event of Default; (2) The making by Tenant (or any guarantor) of any assignment or arrangement for the benefit of creditors; (3) The levying of an attachment, execution of other judicial seizure upon the Tenant’s property in or interest under this Lease, which is not satisfied or released or the enforcement thereof superseded by an appropriate proceeding within sixty (60) days thereafter; (4) The appointment of a receiver or trustee to take possession of the property of Tenant (or any guarantor) or of Tenant’s (or any guarantor’s) business or assets and the order or decree appointing such receiver or trustee shall have remained in force undischarged for sixty (60) days after the entry of such order or decree; (5) The vacating or abandonment of the Premises, unless (i) Tenant notifies Landlord of its intent to vacate or abandon not less than ten (10) days in advance thereof, (ii) Tenant obtains and maintains all necessary endorsements to ensure that Tenant’s insurance shall remain in effect with regard to the Premises, notwithstanding such vacating or abandonment of the Premises, and (iii) Tenant takes all necessary steps to ensure there will be no unauthorized access to the Premises during the period of any such vacancy or abandonment; (6) The failure by Tenant to maintain any insurance required herein, which failure continues for more than two (2) business days after written notice from Landlord advising Tenant of such failure; (7) An assignment, subletting, pledge, mortgage, or other transfer of this Lease or the Premises by Tenant, or any transfer of any interest in the Tenant, in violation of Section 12 of this Lease; and/or (8) The failure by Tenant to perform or observe any other term, covenant, agreement or condition to be performed or kept by the Tenant under the terms, conditions, or provisions of this Lease, which failure is not cured within ten (10) days after written notice thereof from Landlord (or such longer time as may be reasonably required to cure such failure through the exercise of due diligence, unless (i) such failure is a willful repudiation of the Lease authorized by Tenant’s Board of Directors, (ii) such failure cannot, based on objective evidence, be cured, (iii) such failure relates to the existence of a generally-recognized, imminent danger to the health or safety of occupants of the Premises due to a hazardous condition on the Premises, or (iv) such failure subjects Landlord to criminal prosecution). (B) If an Event of Default shall have occurred, Landlord shall have (in addition to all other rights and remedies provided by law or otherwise provided by this Lease) the right, at the option of the Landlord, then or at any time thereafter while such Event of Default shall continue, to elect any one or more of the following: (1) To continue this Lease in full force and effect (so long as Landlord does not terminate this Lease), and Landlord shall have the right to collect Rent, Additional Rent and other charges when due for the remainder of the Lease Term; and/or (2) To cure such default or defaults at its own expense and without prejudice to any other remedies which it might otherwise have; and any reasonable payment made or reasonable expenses incurred by Landlord in curing such default, with interest thereon at the Default Rate (as hereafter defined), to be and become Additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter (but in no event earlier than fifteen (15) days, nor later than thirty (30) days, after the date on which Landlord invoices Tenant for the same); and/or (3) To re-enter the Premises in accordance with applicable law, and dispossess Tenant and anyone claiming through or under Tenant by summary proceedings or otherwise, and remove their effects, and take complete possession of “Default” by Seller: the Premises and either (a) failure to complete Services declare this Lease terminated and the Lease Term ended, or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) failure elect to comply with any provisions of continue this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits Lease in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as full force and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs but 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time thereafter that such Event of Default remains uncured to require adequate assurances of Seller’s performancedeclare this Lease terminated and the Lease Term ended. In any action such re-entry, Landlord may, as permitted by applicable law, remove all persons from the Premises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to Landlord. If Landlord elects to terminate this Lease and/or elects to terminate Tenant’s right of possession, every obligation of Landlord contained in this Lease shall, upon entry of a final, non-appealable judgment terminating this Lease or proceeding between Landlord’s reentry onto the partiesPremises in accordance with applicable law, cease without prejudice to Tenant’s liability for all Rent, Additional Rent, and other sums owed by Tenant herein. Should Landlord declare this Lease terminated and the Lease Term ended (pursuant to Section 22(B)(3)(a) above), the prevailing party will Landlord shall be entitled to recover from Tenant the Rent, Additional Rent, and all other sums due and owing by Tenant to the date of termination, plus the reasonable costs of curing all Tenant’s defaults existing at or prior to the date of termination, plus the reasonable costs of recovering possession of the Premises, plus the reasonable costs of reletting the Premises including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs, plus other actual damages suffered or incurred by Landlord due to all Events of Default and any late fees or other charges incurred by Landlord under any mortgage, plus the deficiency, if any, between Tenant’s Rent and Additional Rent for the balance of the Lease Term and the rent obtained by Landlord under another lease for the Premises, for the balance of the Lease Term remaining under this Lease on the date of termination. Should Landlord elect to continue this Lease (pursuant to Section 22(B)(3)(b) above), Landlord shall be entitled to recover from Tenant the Rent, Additional Rent and all other sums due and owing by Tenant up to the date of dispossession, plus the reasonable costs of curing all Events of Default existing at or prior to the date of dispossession, plus the Rent, Additional Rent and all other sums owed by Tenant on a continuing basis as said amounts accrue to the end of the Lease Term, less the rental which Landlord receives during such period, if any, from others to whom the Premises may be relet, plus the reasonable cost of recovering possession of the Premises, plus the reasonable costs of reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs. Any suit brought by Landlord to enforce collection of such deficiency for any one month shall not prejudice Landlord’s right to enforce the collection of any deficiency for any subsequent month in subsequent separate actions, or Landlord may defer initiating any such suit until after the expiration of the Lease Term (in which event such deferral shall not be construed as a waiver of Landlord’s rights as set forth herein and Landlord’s cause of action shall be deemed not to have accrued until the expiration of the Lease Term), and it being further understood that if Landlord elects to bring suits from time to time prior to reletting the Premises, Landlord shall be entitled to its legal feesfull damages through the date of the award of damages without regard to any rent, expensesadditional rent or other sums that are or may be projected to be received by Landlord upon a subsequent reletting of the Premises. In the event that Landlord relets the Premises together with other premises or for a term extending beyond the scheduled expiration of the Lease Term, it is understood that Tenant will not be entitled to apply against Landlord’s damages any rent, additional rent or other sums generated or projected to be generated by either such other premises or the period extending beyond the scheduled expiration of the Lease Term. Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In lieu of the amounts recoverable by Landlord pursuant to the two immediately preceding paragraphs, but in addition to other remedies and amounts otherwise recoverable by Landlord in this Lease, Landlord may, at its sole election, (i) terminate this Lease, (ii) collect all Rent, Additional Rent, and other sums due and owing by Tenant up to the date of termination, and (iii) provided Landlord terminates Tenant’s right to possession of the Premises, accelerate and collect the present value of the positive difference (if any) between (x) the sum of all Rent, Additional Rent and all other sums required to be paid by Tenant through the remainder of the Lease Term, and (y) the fair market rental value of the Premises for the remainder of the Lease Term, net of a reasonable vacancy and concession allowance determined by Landlord in its reasonable discretion (the present value of such difference being herein referred to as the “Accelerated Rent”), which Accelerated Rent shall be discounted to present value using an interest rate equal to six and one-half percent (6.5%) per annum (“Present Value Accelerated Rent”). In the event Landlord is successful in reletting the Premises for any part of the remainder of the Lease Term prior to payment of the Present Value Accelerated Rent, the fair market rental value shall be deemed to equal the rents reserved under such reletting, and Landlord shall not be obligated to pay over the proceeds of such reletting in whole or part. In no event shall Landlord be liable for, nor shall Tenant’s obligations hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the Premises or to collect any rent due upon such reletting. (C) Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does hereby specifically waive and surrender any and all rights and privileges, so far as is permitted by law, which Tenant and all such persons might otherwise have under any present or future law (1) to the service of any notice to quit or of Landlord’s intention to re-enter or to institute legal proceedings, which notice may otherwise be required to be given, (2) to redeem the Premises, (3) to re-enter or repossess the Premises, (4) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court or judge, or any re-entry by Landlord, or any expiration or termination of this Lease, whether such dispossession, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease, or (5) which exempts property from liability for debt or for distress for rent. Landlord and Tenant each hereby consents to the exercise of personal jurisdiction over it by any federal or local court in the jurisdiction in which the Premises is located. (D) If Tenant fails to take possession of the Premises upon the commencement of the Lease Term, Landlord and Tenant acknowledge that this Lease Agreement may be construed as a contract to or for lease, as opposed to a contract of lease. Accordingly, Landlord and Tenant agree that, if Tenant defaults under this Lease (beyond the applicable notice and cure period, if any) prior to the Lease Commencement Date, or if Tenant fails to accept possession of the Premises when tendered by Landlord (it being acknowledged and agreed that any such failure by Tenant to accept possession of the Premises when tendered by Landlord shall be an Event of Default hereunder, but that Tenant shall not be required to actually occupy the Premises in order for Tenant to accept possession thereof), Landlord shall be entitled to terminate Tenant’s right to possession of the Premises pursuant to the Lease Agreement and to recover from Tenant, subject to the conditions and limitations set forth in Section 22(B), contract damages resulting from Tenant’s default and/or failure to accept possession of the Premises in an amount equal to all of the rents and other sums required to be paid under the Lease (as if Tenant had taken possession of the Premises when tendered by Landlord) from the date on which Landlord tenders possession of the Premises to Tenant until the date on which the Premises are relet (if ever) or any earlier date on which the Lease would have expired by its terms, plus (but without duplication) all of the damages reserved to Landlord in Section 22(B) of this Lease (including, but not limited to, any rent deficiency upon any reletting, costs of litigationreletting, and court costs and attorneys’ fees incurred to relet the Premises and/or to enforce Landlord’s rights under the terms of this Lease).

Default Remedies. Each The occurrence of any of the following constitutes an event of events or circumstances shall constitute a “Default” hereunder: (i) any Credit Party shall have failed to pay when due any principal payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by Selleracceleration or otherwise), or (ii) any Credit Party shall have failed to pay when due any interest payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by acceleration or otherwise), which failure (in the case of clause (ii)) shall have continued unremedied for at least three Business Days after the date on which such payment is required to be made, (b) other than with respect to payments under the Financing Documents: (ai) failure the Borrower or any Restricted Subsidiary shall default (as principal, guarantor or other surety) in the payment of any principal of, interest on, or premium, guaranty fees or other fees payable with respect to complete Services any credit-enhancement for, any Indebtedness or deliver Goods within Contingent Obligation, which Indebtedness or Contingent Obligation is for a principal amount of at least $10,000,000 in the time aggregate (or with its equivalent in any other currency) (“Material Obligations”), and such default shall have continued for more than any applicable period of grace, (ii) any other event shall occur or condition shall exist in respect of any Material Obligation that results in (or permits the quality specified applicable creditor to cause) the acceleration of the Borrower’s or guaranteed any Restricted Subsidiary’s obligation to pay all or any portion of such Material Obligations or (iii) any Material Obligation shall be required to be redeemed, purchased or defeased (or similarly satisfied) before its otherwise scheduled payment date (or an offer to redeem, purchase or defease (or similarly satisfy) such Material Obligations shall be required to be made), in each case before the otherwise scheduled payment date, (c) any representation or warranty made by or on behalf of any Credit Party or any Credit Party Affiliate in this Agreement; , any other Financing Document or any notice or other certificate, document, Financial Statement or other statement delivered pursuant hereto or thereto shall have been untrue or incorrect in any respect when made or deemed made, (d) any Credit Party shall have failed to observe or perform any term or covenant set forth in Section 6.1(a), (g), (h), (i), (j), (l) or (p) or in Section 6.2, (e) except as specifically provided in clauses(a), (b) failure and (d), any Credit Party shall have failed to comply with observe or perform any provisions of other agreement, covenant or provision contained in this Agreement, including breach any other Financing Document or any document delivered pursuant hereto or thereto, and such failure (unless not capable of remedy in the reasonable opinion of the Required Lenders) shall have continued unremedied for at least 30 days after the earlier of: (i) such Credit Party’s receipt of written notice of the occurrence thereof or (ii) the date on which such Credit Party shall (or should) have obtained knowledge of such failure), (f) any Governmental Approval required: (i) to enable any Credit Party lawfully to enter into and perform its obligations under the Financing Documents to which it is a party, (ii) to enable any Credit Party to operate its business, (iii) to enable any Financing Party to exercise any of the rights expressed to be granted to it in the Financing Documents and/or (iv) to ensure the legality, validity, enforceability and/or admissibility in evidence in México and/or New York of any warranty of the Financing Documents shall not be obtained or guarantee; shall cease to be in full force and effect in any respect, (ci) if Seller isany Transaction Document at any time and for any reason terminates or otherwise ceases to be in full force and effect (other than any scheduled expiration thereof), or admits in writing that it is, or any Transaction Document is declared to bebe void, or is taken any Person shall issue a notice of termination under any applicable law Material Document; provided that the termination of any Material Document or other failure of any such document to remain in full force and effect (or any such issuance of a notice thereof) shall not constitute a Default unless such event, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change; or (ii) any Credit Party or any other Person repudiates, or contests the validity or enforceability of, any Transaction Document to which it is a party, (h) any Expropriation Event shall occur, (i) with respect to the Borrower or any Restricted Subsidiary, either: (i) it shall commence a voluntary case, proceeding or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of payments, concurso mercantil or relief of debtors seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or other similar official of it or for any purpose)part of its Property, bankrupt(ii) an involuntary case, insolventproceeding or other action of a nature referred to in clause (i) shall be commenced against it that shall: (A) result in the entry of an order for relief of any such adjudication or appointment or (B) not have been discharged within 60 days from the commencement thereof, (iii) an involuntary case, proceeding or unable other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar process (excluding precautionary attachment) against any substantial part of its Property that shall result in the entry of an order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, (iv) there shall be commenced against it any extra-judicial liquidation proceedings under any Applicable Law of any jurisdiction, which proceedings could reasonably be expected to result in its liquidation, (v) it shall admit in writing its inability to pay its debts as and when they fall become due, including as (vi) it shall make a result general assignment for the benefit of a failure to comply with a creditor's statutory demand; its creditors or (dvii) if a controller it shall take any corporate (as defined or similar) action in section 9 furtherance of, or indicating its consent to, approval of or acquiescence in, any of the Corporations ▇▇▇ ▇▇▇▇ foregoing acts, (Cth))j) any court, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, other Governmental Authority or similar officer is appointed in respect of Seller arbitrator shall enter against the Borrower 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 equityRestricted Subsidiary: (i) terminate a final non-payment judgment, decree or order that, individually or in the relationship and/or any pending Orders with Seller and obtain aggregate, has resulted in, or could reasonably be expected to result in, 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 Material Adverse Change or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take a final judgment, decree or order for the payment of money in an amount that, when aggregated with the amount of all other unsatisfied final judgments, decrees or orders against the Borrower and the Restricted Subsidiaries (collectively), exceeds $10,000,000 (or its equivalent in any other currency), and (in case of both clause (i) and (ii)) either: (A) such judgment, decree or order is not stayed or discharged within 45 days after entry thereof or (B) there shall be any period of at least 45 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect, (k) a Change of Control shall occur, (l) the ownership or possession of Capital Stock of any Credit Party by any Person shall contravene the Foreign Investment Law, (m) the government of Buyer’s samples México, the SCT, the COFETEL or any other Governmental Authority shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew a Material Concession or any other material Governmental Approval, (ii) issue an administrative resolution to revoke, terminate, materially suspend, materially and materials held by Seller; adversely modify, withdraw or fail to renew a Material Concession or any other material Governmental Approval or (iii) finish Services issue any other rule or correct decree resulting in the revocation, the termination, any suspension that is not partial, temporary and non-conformity at Seller’s expense material, any material and adverse modification or the withdrawal of a Material Concession or any other material Governmental Approval; provided that, without limiting the generality of the foregoing, the issuance by whatever method Buyer deems expedient; the SCT of any or several administrative notices, sanctions or actions pursuant to Article 38 of the Federal Telecommunications Law relating to any event described in paragraphs I, V, VI and VII thereof shall not constitute a Default under clauses (ivi), (ii) rejector (iii) unless and until any such notice, repairaction or sanction results in any of the events described in such clauses, (n) any change in or the withdrawal or modification of any Applicable Law occurs, including the imposition of applicable foreign exchange control regulations, that, individually or in the aggregate, in the reasonable opinion of the Required Lenders has resulted in, or replace non-conforming Goods could reasonably be expected to result in, a Material Adverse Change, (o) the Obligations shall cease to rank at least pari passu with the present and future senior unsecured and unsubordinated Indebtedness and Contingent Obligations of any Credit Party, or (p) there shall occur any governmental action: (i) asserting a general moratorium or Services (ii) changing or procure same restricting the currency (or similar Goods or Services from another source, the conversion thereof) 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 Credit Party may pay for that portion of Services previously completed by Seller, subject to the 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationobligations.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) The following shall be deemed “Events of Default” 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 complete Services remove, sell encumber, assign or sublease or fails to insure any of the Equipment, or fails to deliver Goods within any documents required of Lessee under the time Lease; or (3) Any representation or warranty made by Lessee or Lessee’s guarantor in the Lease or any document supplied in connection with the quality specified Lease or guaranteed in this Agreementany financial statement is misleading or materially inaccurate; or (b4) Lessee fails to observe or perform any of the other obligations required to be observed by Lessee under the Lease and such failure to comply with any provisions continues uncured for ten (10) days after its occurrence thereof; or (5) Lessee or Lessee’s guarantor ceases doing business as a going concern; makes an assignment for the benefit of this Agreement, including breach of any warranty or guaranteecreditors; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any 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 material allegations of a petition filed against it in any such proceeding; consents to or acquiesces in the appointment of a trustee, 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; (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 when they fall dueproperties, such appointment shall not be vacated. (7) 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, 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 shall fail to sign and deliver to Lessor any document requested by Lessor in connection with any Master Agreement or shall fail to do anything determined by Lessor to be necessary or desirable to effectuate the transaction contemplated by the Master Agreement or 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 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 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. 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 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. 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. 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 failure to comply with a creditor's statutory demand; (d) if a controller (as defined in section 9 breach by Lessee of the Corporations ▇▇▇ ▇▇▇▇ (Cth))obligations contained in the Master Agreement cannot be adequately compensated by monetary damages, receiverand 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, receiver and managerOR TO DISPOSE OF THE SOFTWARE BY SALE, 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections RE-LEASE OR OTHERWISE. (c) to (f) inclusive, 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 which has any other obligation. The subsequent acceptance of rental payments under the Lease by Lessor shall not be deemed a substantially similar effect, occurs with respect to Seller waiver of any such prior existing breach at the time of acceptance of such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 16 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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: 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. (id) terminate In the relationship and/or event Lessee shall fail to perform any pending Orders with Seller and obtain a return of all money already paid its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to Seller for Goods and Services not yet provided, ordo so, at its sole option the cost and without liability to Sellerexpense of Lessee. In any such event, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer Lessee shall promptly reimburse Lessor for any additional such costs or and expenses incurred by BuyerLessor. (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 (v) require Seller to correct believes in good faith that the property is no longer sufficient or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer has declined or may decline in any way reasonably required to complete Services value; or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 believes in good faith for any loss other reason that the prospect for payment or damage resulting from any Default or breach by Seller. As an alternativeperformance has become impaired, Buyer mayLessor shall have the right, in its sole discretion, extend to either require additional collateral or declare the delivery or completion schedule or waive entire indebtedness under any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing Lease Schedule immediately due and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationpayable.

Default Remedies. Each Any of the following constitutes shall constitute an event Event of “Default” by Seller: (If a) failure Lessee fails to complete Services pay when due any rent or deliver Goods within other amount required herein to be paid by Lessee, or b) Lessee makes an assignment for the time benefit ofcreditors, whether voluntary or involuntary, or c) a petition is 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, 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 quality specified legal structure of Lessee, in each case which results, in the opinion of Lessor, in a material adverse change in Lessee's ability to perform its obligations under this lease, or guaranteed h) any representation or warranty made by Lessee in this Agreement; (b) failure lease or in any other document or agreement furnished by Lessee to comply with Lessor shall prove to have been false or misleading in any provisions of this Agreement, including breach of any warranty material respect when made or guarantee; (c) if Seller iswhen deemed to have been made, or admits i) Lessee shall be in writing that it is, or is declared to be, or is taken default under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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, material obligation for the purpose payment of appointing a liquidator to Seller borrowed money or the deferred purchase price of, or for the winding up payment of Seller; 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) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (in clauses (g) anything analogous to anything referred to in subsections and (ch) to substituting the phrase "guaranty or other credit support document" for the word "lease"), (fi) inclusive, or which has a substantially similar effect, occurs (j) shall have occurred with respect to Seller 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 lawreason, to be in full force and effect. Upon Seller’s Default, Buyer may immediately, in addition 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 right amounts then due and as they shall thereafter become due hereunder, c) Lessor may take possession of any or remedy it all items of Equipment, wherever the same may have at be located, without demand or notice, without any court order or other process of 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 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 Lessee for any additional costs damages occasioned by such taking of possession, and any such taking of possession shall not constitute a termination of this lease, d) Lessor may recover from Lessee, with respect to any and all items of Equipment, and with or expenses incurred without repossessing the 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 Buyer; or 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 (v3) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably 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 complete Services or purchase replacement Goods. In be paid pursuant to Paragraph 9, and which the parties agree is a reasonable estimate of such casevalue; and upon the payment of all amounts described in clauses (1), Buyer (2) and (3) above, Lessee will pay for that portion of Services previously completed by Seller, subject become entitled to the terms and provisions above. In addition to its other remediesEquipment AS IS, Buyer will have a right of set-off and may withhold from time to time out of monies due SellerWHERE IS, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by Seller. As an alternative, Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performancewithout warranty whatsoever; provided, however, that no such waivers if Lessor has repossessed or extensions will 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 binding unless cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in writing equity or by statute or otherwise, and signed by Buyer’s authorized representative. Buyer will have the right at any may be enforced concurrently therewith or from time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiestime, the prevailing party will but Lessor shall not be entitled to recover all a greater amount in damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its legal fees, expenses, and other costs obligations pursuant to the terms of litigationthis lease plus accrued delinquent payments under Paragraph 21.

Default Remedies. Each (a) As used herein, the term “Default” means any of the following constitutes an event of “Default” by Sellerevents: (ai) failure Borrower fails to complete Services pay any Installment or deliver Goods other amount due under a Note within ten days after the time or with the quality specified or guaranteed in this Agreementsame shall have become due; (bii) failure Borrower becomes insolvent or makes an assignment for the benefit of its creditors; (iii) a receiver, trustee, conservator 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 or against Borrower under any bankruptcy, insolvency or similar law; (v) Borrower violates or fails to comply perform any provision of either this Agreement or any other loan, credit agreement, lease or any acquisition or purchase agreement with KEF or any provisions of this Agreement, including breach of other party; (vi) any warranty or guaranteerepresentation made by Borrower herein proves to have been false or misleading when made; (cvii) if Seller isthere is a material adverse change in Borrower’s financial condition since the funding of any Note; (viii) Borrower merges or consolidates with any other corporation or entity, or admits sells, leases or disposes of all or substantially all of its assets without the prior written consent of KEF; (ix) Borrower, if an individual, dies or, if not an individual, is dissolved; (x) a change in writing that it iscontrol occurs in Borrower; (xi) Borrower appears, or is declared to belocated in any country that appears, on any list of the U.S. Office of Foreign Assets Control or is taken under other similar list; (xii) any applicable law to be (filing by Borrower of a termination statement for any purpose), bankrupt, insolvent, or unable to pay its debts as financing statement filed by KEF while any obligations are owed by Borrower under a Note; and when they fall due, including as a result of a failure to comply with a creditor's statutory demand; (dxiii) if a controller (as defined in section 9 any of the Corporations ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to events listed in subsections (cii) to through (fxi) inclusive, or which has a substantially similar effect, above occurs with respect to Seller under any lawGuarantor. Upon Seller’s Default, Buyer may immediately, in addition A Default with respect 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, orNote shall, at its sole option KEF’s option, constitute a Default for all Notes and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples other agreements between KEF and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationBorrower.

Default Remedies. Each of the following constitutes occurrences and conditions shall constitute an event 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 Seller: (a) failure to complete Services or deliver Goods within the time or with the quality specified or guaranteed in this 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 due under this Note or Loan Documents which failure continues for thirty (b30) days after notice thereof from Promissee to Promissor; or c. failure by Promissor to comply with any provisions of this Agreementthe terms, including breach provisions, covenants, conditions or restrictions now or hereafter affecting the Collateral or any part thereof or contained in any agreement related or pertaining to the Collateral, which failure continues for thirty (30) days after notice thereof from Promissee to Promissor; 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 date as of which made, whether or not that representation or disclosure appears in the Loan Documents; or e. the sale, transfer, conveyance, or lease of all or any portion of the Collateral or of any warranty or guarantee; (c) if Seller isof Promissor's rights therein, whether voluntarily, involuntarily, or admits in writing that it isotherwise, or is declared Promissor's entering into an agreement to bedo any of the foregoing, in each case except as expressly permitted in the Security Agreement; or At any time following the occurrence of any Event of Default, or is taken under following the occurrence of any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall due, including event as a result consequence of a failure which the obligations evidenced hereby may be accelerated, then at the election of Promissee and notwithstanding anything to comply with a creditor's statutory demand; (d) if a controller (as defined in section 9 the contrary herein or elsewhere, the entire amount of the Corporations ▇▇▇ ▇▇▇▇ (Cth))principal then outstanding under this Note and all interest, receiverfees, receiver charges, and managerother amounts owing and then unpaid hereunder shall become immediately due and payable, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect of Seller or and Promissee may exercise 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 and all rights that it may have under the Loan Documents, at law or law, 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 delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs otherwise. Promissory Note 2 of litigation.5

Default Remedies. Each of the following constitutes events shall constitute an event "Event of “Default” by Seller: " 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 such failure shall have continued uncured for a period of at least thirty (30) days; or (b) Company shall fail to complete Services perform any covenant or deliver Goods within the time or with the quality specified or guaranteed 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 (bc) 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 same shall not have been rescinded or stayed within ninety (90) days; or (d) Any default shall occur under (i) any agreement or instrument evidencing the Indebtedness under the Bank Credit Facility, if such default shall continue after any applicable grace period and if the effect of such default is to accelerate, or permit the holders of the Indebtedness under the Bank Credit Facility to accelerate, the maturity of such Indebtedness; or (ii) any agreement or instrument evidencing Senior Indebtedness other than the Bank Credit Facility, if (x) such default results from the failure to comply with make a payment when due, (y) such default shall continue after any provisions 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 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, including breach of any warranty or guarantee; (c) if Seller isin which case such principal balance and accrued and unpaid interest thereon shall immediately be due and payable, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 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 Maxtor's option upon notice to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the partiesCompany, the prevailing party will interest rate otherwise applicable to this Agreement shall be entitled increased by two percent (2%). Maxtor shall also have such other rights as may be available to recover all its legal feesMaxtor under applicable law. Notwithstanding the foregoing, expensesso long as any Senior Indebtedness has not been paid in full in cash, and other costs of litigationMaxtor shall have no right to accelerate amounts due hereunder.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) failure The following shall be deemed “Events of Default” under the Lease: (1) Lessee fails to complete Services 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 Equipment, or fails to deliver Goods within any documents required of Lessee under the time Lease; or (3) Any representation or warranty made by Lessee or Lessee’s guarantor in the Lease or any document supplied in connection with the quality specified Lease or guaranteed in this Agreementany financial statement is misleading or materially inaccurate; or (b4) failure Lessee fails to comply with observe or perform any provisions of this Agreement, including breach the other obligations required to be observed by Lessee under the Lease within ten (10) days of any warranty written notice from Lessor of such failure; or (5) Lessee or guaranteeLessee’s guarantor ceases doing business as a going concern; (c) if Seller is, or makes an assignment for the benefit of creditors; admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable its inability to pay its debts as and when they fall become due; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or an insolvent; files a petition seeking for itself any reorganization, including as a result 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 material allegations of a petition filed against it in any such proceeding; consents to or acquiesces in the appointment of a trustee, 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 with a creditor's statutory demand; (d) if a controller (as defined is neither cured nor waived. Upon the happening of any Event of Default, Lessor may declare the Lessee to be in section 9 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 Corporations ▇▇▇ ▇▇▇▇ Equipment. Lessee shall, upon such declaration of default made by Lessor, without further demand, immediately pay Lessor an amount which is equal to (Cth))i) any unpaid amount due on or before Lessor declared the Lease to be in default, receiverplus (ii) as liquidated damages for loss of a bargain and not as a penalty, receiver 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 managercourt costs incurred by Lessor or its Assignee relating to the enforcement of its rights under the Lease. After an Event of Default, voluntary administratoras declared by Lessor, liquidatorat the request of Lessor and to the extent requested by Lessor, provisional liquidatorLessee shall immediately comply with the provisions of Section 7(d) and Lessor may sell the Equipment at private or public sale, scheme administratorin bulk or in parcels, with or similar officer is appointed 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 respect taking, removing, holding, repairing and selling, leasing or otherwise disposing of Seller 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 asset other obligation. The subsequent acceptance of Seller; (e) an application (rental payments under the Lease by Lessor shall not withdrawn or dismissed within 7 days) is made to be deemed a court for an order, an order is made, a meeting is convened or a resolution is passed, for waiver of any such prior existing breach at the purpose time of appointing a liquidator to Seller or for the winding up acceptance of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller such rental payments. The rights afforded Lessor under any law. Upon Seller’s Default, Buyer may immediately, Section 17 shall be cumulative and concurrent and shall be in addition to any every other right or remedy it may have at 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: (i) terminate equity and Lessor’s exercise or attempted exercise of such rights or remedies shall not preclude the relationship and/or simultaneous or later exercise of any pending Orders with Seller and obtain a return or all other rights or remedies. In the event Lessee shall fail to perform any of all money already paid its obligations under the Lease, then Lessor may perform the same, but shall not be obligated to Seller for Goods and Services not yet provided, ordo so, at its sole option the cost and without liability to Sellerexpense of Lessee. In any such event, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer Lessee shall promptly reimburse Lessor for any additional such costs or and expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationLessor.

Default Remedies. Each 17.1 Default The occurrence of any of the following constitutes an event shall constitute a material default and breath of “Default” this Lease by Seller: Tenant (a) Any failure by Tenant to complete Services pay the rent or deliver Goods within the time or with the quality specified or guaranteed in this Agreementany other monetary sums required to be paid hereunder when due; (b) failure to comply with any provisions The abandonment or vacation of this Agreement, including breach the Premises by Tenant. Absence from the Premises for ten (10) consecutive days or more shall conclusively be deemed abandonment or vacation of any warranty or guaranteethe Premises; (c) if Seller is, Tenant or admits in writing that it is, any agent of Tenant falsifies any report or is declared to be, or is taken under any applicable law misrepresents other information required to be (for any purpose), bankrupt, insolvent, or unable furnished to pay its debts as and when they fall due, including as a result of a failure to comply with a creditor's statutory demandLandlord; (d) if a controller (as defined in section 9 of the Corporations ▇▇▇ ▇▇▇▇ (Cth)), receiver, receiver A failure by Tenant to observe 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Default, Buyer may immediately, in addition to perform any other right provision of this Lease to be observed or remedy it may have at law or in equity: performed by Tenant, where such failure continues for twenty (i20) terminate the relationship and/or any pending Orders with Seller and obtain a return of all money already paid days after written notice thereof by Landlord to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performanceTenant; provided, however, that no if the nature of the default is such waivers that the same cannot reasonably be cured within said twenty (20) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion; (e) The making by Tenant of any general assignment or extensions will be binding unless general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances case of Seller’s performance. In any action or proceeding between the partiesa petition filed against Tenant, the prevailing party will be entitled same is dismissed within sixty (60) days); the appointment of a trustee or receiver to recover take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease where such seizure is not discharged within thirty (30) days; or evidence of the inability of Tenant or any guarantor of Tenant's obligations under this Lease to pay its legal fees, expenses, debts when due; and other costs (f) The death of litigationTenant or any guarantor of Tenant's obligations.

Default Remedies. Each (i) If LESSEE fails to make any payment due under the terms 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, condition, or 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 relocation with LESSOR's consent as provided in Section 6 hereof), sell, transfer, encumber, part with possession of, or sublets any item of the Equipment, or assigns its interest under this Lease in violation of Section 16 hereof; (iv) if any item of Equipment is attached, liened, mortgaged, levied upon, encumbered, pledged or seized under any judicial process (excluding encumbrance created by the LESSOR); (v) if any representation or warranty made by LESSEE in this lease or any other document now or hereafter executed in connection with this Lease or the Equipment shall be incorrect or misleading in any material respect when made; (vi) if 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 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 applicable grace period, if any, the LESSOR shall have the right to exercise anyone or more of the following constitutes an event cumulative remedies: a. without notice or demand, the entire amount of “Default” 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 actions at law or in equity or in bankruptcy to enforce performance by Seller: LESSEE of the covenants and terms of this lease and/or to recover damages for the breach thereof; c. cancel this Lease upon written notice to LESSEE (awhich cancellation shall not relieve LESSEE of any of its 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 premises under the control or jurisdiction of LESSEE or any agent of LESSEE without liability for suit, action or proceeding by LESSEE (any damages occasioned by such repossession being hereby expressly waived by LESSEE) failure 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 complete Services LESSOR, and all net sale or deliver Goods within 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 time 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 re-leased, LESSEE will only be credited with the quality specified net cash proceeds received by LESSOR after a successful discounting by a third party lender of the 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 shall pay, all expenses, including; but not limited to, attorneys' fees, court costs, storage costs, rental charges, transportation costs, and similar charges paid or guaranteed incurred in this Agreementenforcing, or in attempting to enforce, any of the 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 LESSOR or ASSIGNEE; (b) failure 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 Default Rate. Notwithstanding the fact that any or all of the Equipment is returned to comply or repossessed by LESSOR, LESSEE shall remain liable for the entire amount of unpaid Monthly Rental Payments for the balance of the 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 any provisions of this Agreementall costs and expenses incurred by LESSOR as set forth herein, including breach 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 warranty or guarantee; (c) if Seller isEquipment in the returned condition as provided for herein, or admits LESSOR in writing that it is, or is declared to be, or is taken under its sole discretion does not repossess any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ (Cth))Equipment, receiverthen, 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller under any law. Upon Seller’s Defaultsuch Equipment, Buyer may immediatelyLESSEE 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 other right rights now or remedy it hereafter conferred by statute or otherwise which may have at law require LESSOR to sell, lease or otherwise use the Equipment in equity: (i) terminate the relationship and/or any pending Orders with Seller and obtain a return mitigation of all money already paid to Seller for Goods and Services not yet providedLESSOR's damages, or, at its sole option and without liability to Seller, suspend Services as set forth in this Section or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of which may otherwise limit or modify any of Buyer’s samples and materials held by Seller; (iii) finish Services LESSOR's rights 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 expenseremedies under this Section. Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay for that portion of Services previously completed by Seller, subject to the terms and provisions above. In addition to its other remedies, 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigation./s/ EL

Default Remedies. Each The occurrence of any of the following constitutes an event of events or circumstances shall constitute a “Default” hereunder: (i) any Credit Party shall have failed to pay when due any principal payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by Selleracceleration or otherwise), or (ii) any Credit Party shall have failed to pay when due any interest payable pursuant to any Note or any other Obligation payable pursuant to this Agreement or any other Financing Document, in each case when the same becomes or shall be declared due and payable (whether at stated maturity, by acceleration or otherwise), which failure (in the case of clause (ii)) shall have continued unremedied for at least three Business Days after the date on which such payment is required to be made, (b) other than with respect to payments under the Financing Documents: (ai) failure the Borrower or any Restricted Subsidiary shall default (as principal, guarantor or other surety) in the payment of any principal of, interest on, or premium, guaranty fees or other fees payable with respect to complete Services any credit-enhancement for, any Indebtedness or deliver Goods within Contingent Obligation, which Indebtedness or Contingent Obligation is for a principal amount of at least $10,000,000 in the time aggregate (or with its equivalent in any other currency) (“Material Obligations”), and such default shall have continued for more than any applicable period of grace, (ii) any other event shall occur or condition shall exist in respect of any Material Obligation that results in (or permits the quality specified applicable creditor to cause) the acceleration of the Borrower’s or guaranteed any Restricted Subsidiary’s obligation to pay all or any portion of such Material Obligations or (iii) any Material Obligation shall be required to be redeemed, purchased or defeased (or similarly satisfied) before its otherwise scheduled payment date (or an offer to redeem, purchase or defease (or similarly satisfy) such Material Obligations shall be required to be made), in each case before the otherwise scheduled payment date, (c) any representation or warranty made by or on behalf of any Credit Party or any Credit Party Affiliate in this Agreement; , any other Financing Document or any notice or other certificate, document, Financial Statement or other statement delivered pursuant hereto or thereto shall have been untrue or incorrect in any respect when made or deemed made, (d) any Credit Party shall have failed to observe or perform any term or covenant set forth in Section 6.1(a), (g), (h),(i), (j), (l) or (p) or in Section 6.2, (e) except as specifically provided in clauses(a), (b) failure and (d), any Credit Party shall have failed to comply with observe or perform any provisions of other agreement, covenant or provision contained in this Agreement, including breach any other Financing Document or any document delivered pursuant hereto or thereto, and such failure (unless not capable of remedy in the reasonable opinion of the Required Lenders) shall have continued unremedied for at least 30 days after the earlier of: (i) such Credit Party’s receipt of written notice of the occurrence thereof or (ii) the date on which such Credit Party shall (or should) have obtained knowledge of such failure), (f) any Governmental Approval required: (i) to enable any Credit Party lawfully to enter into and perform its obligations under the Financing Documents to which it is a party, (ii) to enable any Credit Party to operate its business, (iii) to enable any Financing Party to exercise any of the rights expressed to be granted to it in the Financing Documents and/or (iv) to ensure the legality, validity, enforceability and/or admissibility in evidence in México and/or New York of any warranty of the Financing Documents shall not be obtained or guarantee; shall cease to be in full force and effect in any respect, (ci) if Seller isany Transaction Document at any time and for any reason terminates or otherwise ceases to be in full force and effect (other than any scheduled expiration thereof), or admits in writing that it is, or any Transaction Document is declared to bebe void, or is taken any Person shall issue a notice of termination under any applicable law Material Document; provided that the termination of any Material Document or other failure of any such document to remain in full force and effect (or any such issuance of a notice thereof) shall not constitute a Default unless such event, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change; or (ii) any Credit Party or any other Person repudiates, or contests the validity or enforceability of, any Transaction Document to which it is a party, (h) any Expropriation Event shall occur, (i) with respect to the Borrower or any Restricted Subsidiary, either: (i) it shall commence a voluntary case, proceeding or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of payments, concurso mercantil or relief of debtors seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or other similar official of it or for any purpose)part of its Property, bankrupt(ii) an involuntary case, insolventproceeding or other action of a nature referred to in clause (i) shall be commenced against it that shall: (A) result in the entry of an order for relief of any such adjudication or appointment or (B) not have been discharged within 60 days from the commencement thereof, (iii) an involuntary case, proceeding or unable other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar process (excluding precautionary attachment) against any substantial part of its Property that shall result in the entry of an order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, (iv) there shall be commenced against it any extra-judicial liquidation proceedings under any Applicable Law of any jurisdiction, which proceedings could reasonably be expected to result in its liquidation, (v) it shall admit in writing its inability to pay its debts as and when they fall become due, including as (vi) it shall make a result general assignment for the benefit of a failure to comply with a creditor's statutory demand; its creditors or (dvii) if a controller it shall take any corporate (as defined or similar) action in section 9 furtherance of, or indicating its consent to, approval of or acquiescence in, any of the Corporations ▇▇▇ ▇▇▇▇ foregoing acts, (Cth))j) any court, receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, other Governmental Authority or similar officer is appointed in respect of Seller arbitrator shall enter against the Borrower 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 purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by it; or (g) anything analogous to anything referred to in subsections (c) to (f) inclusive, or which has a 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 equityRestricted Subsidiary: (i) terminate a final non-payment judgment, decree or order that, individually or in the relationship and/or any pending Orders with Seller and obtain aggregate, has resulted in, or could reasonably be expected to result in, 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 Material Adverse Change or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cured; (ii) take a final judgment, decree or order for the payment of money in an amount that, when aggregated with the amount of all other unsatisfied final judgments, decrees or orders against the Borrower and the Restricted Subsidiaries (collectively), exceeds $10,000,000 (or its equivalent in any other currency), and (in case of both clause (i) and (ii)) either: (A) such judgment, decree or order is not stayed or discharged within 45 days after entry thereof or (B) there shall be any period of at least 45 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect, (k) a Change of Control shall occur, (l) the ownership or possession of Capital Stock of any Credit Party by any Person shall contravene the Foreign Investment Law, (m) the government of Buyer’s samples México, the SCT, the COFETEL or any other Governmental Authority shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew a Material Concession or any other material Governmental Approval, (ii) issue an administrative resolution to revoke, terminate, materially suspend, materially and materials held by Seller; adversely modify, withdraw or fail to renew a Material Concession or any other material Governmental Approval or (iii) finish Services issue any other rule or correct decree resulting in the revocation, the termination, any suspension that is not partial, temporary and non-conformity at Seller’s expense material, any material and adverse modification or the withdrawal of a Material Concession or any other material Governmental Approval; provided that, without limiting the generality of the foregoing, the issuance by whatever method Buyer deems expedient; the SCT of any or several administrative notices, sanctions or actions pursuant to Article 38 of the Federal Telecommunications Law relating to any event described in paragraphs I, V, VI and VII thereof shall not constitute a Default under clauses (ivi), (ii) rejector (iii) unless and until any such notice, repairaction or sanction results in any of the events described in such clauses, (n) any change in or the withdrawal or modification of any Applicable Law occurs, including the imposition of applicable foreign exchange control regulations, that, individually or in the aggregate, in the reasonable opinion of the Required Lenders has resulted in, or replace non-conforming Goods could reasonably be expected to result in, a Material Adverse Change, (o) the Obligations shall cease to rank at least pari passu with the present and future senior unsecured and unsubordinated Indebtedness and Contingent Obligations of any Credit Party, or (p) there shall occur any governmental action: (i) asserting a general moratorium or Services (ii) changing or procure same restricting the currency (or similar Goods or Services from another source, the conversion thereof) 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 Credit Party may pay for that portion of Services previously completed by Seller, subject to the 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 delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationobligations.

Default Remedies. Each (a) The occurrence of any one or more of the following constitutes events shall constitute an event “Event of “Default” under this Security Agreement: (i) The failure of the Borrower to pay any amount due under this Security Agreement as and when due and payable (whether by Seller: acceleration, declaration, extension or otherwise), which failure is not cured within five (5) days after the earlier to occur of (a) failure to complete Services receipt of written notice thereof by the Borrower; or deliver Goods within the time or with the quality specified or guaranteed in this Agreement; (b) the Borrower’s actual knowledge thereof. (ii) The failure of the Borrower to perform, observe or comply with any provisions of this Agreement, including breach of any warranty or guarantee; (c) if Seller is, or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), bankrupt, insolvent, or unable to pay its debts as and when they fall 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 ▇▇▇ ▇▇▇▇ non-monetary covenants provided under this Security Agreement which failure is not cured within five (Cth)), receiver, receiver and manager, voluntary administrator, liquidator, provisional liquidator, scheme administrator, or similar officer is appointed in respect 5) days after the earlier to occur of Seller or any asset (a) receipt 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 written notice thereof by the purpose of appointing a liquidator to Seller or for the winding up of Seller; (f) Seller proposes any moratorium or arrangement with creditors for the purposes of deferring or compromising debts owed by itBorrower; or (gb) anything analogous the Borrower’s actual knowledge thereof. (iii) If any representation or warranty made herein or if any information contained in any financial statement, application, schedule, report or any other document given by the Borrower in connection with the Borrower’s Letter of Credit Obligations or the Borrower’s Bond Obligations is not in all material respects true and accurate or if the Borrower omitted to anything referred state any material fact or any fact necessary to in subsections make such information not misleading. (civ) to (f) inclusive, or which has a substantially similar effect, occurs with respect to Seller The occurrence of an Event of Default under any law. Upon Seller’s Default, Buyer may immediately, of the other Letter of Credit Documents or the Bond Documents (as such Event of Default is defined in the respective Letter of Credit Documents or Bond Documents) or any other agreement now or hereinafter evidencing or securing any Obligations. (b) If an Event of Default hereunder has occurred and is continuing: (i) in addition to all other remedies available under this Security Agreement, the other Letter of Credit Documents or the Bond Documents, at law (including, without limitation, as a secured party under the Uniform Commercial Code) or in equity, the Secured Party shall have the right, subject to the Letter of Credit Documents or the Bond Documents, forthwith to enter upon the Facility (or any other place where any component of any Collateral is located at such time) without charge, and take possession of all or any portion of the Collateral, and, subject to the Letter of Credit Documents or the Bond Documents, to sell, re-let or otherwise dispossess itself of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions as the Secured Party in its sole discretion may deem appropriate. The Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Party shall have the right to assign, transfer and deliver to the purchaser or remedy purchasers thereof the Collateral so sold. Each such purchaser at any time shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Secured Party shall receive the rents, issues and profits from any such sale, re-let or disposition, to make repairs and to apply such rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured. With regard to any sale of the Collateral: The Secured Party shall give the Borrower ten (10) days’ written notice (which the Borrower agrees is reasonable notice within the meaning of the Uniform Commercial Code as in effect in the state or states in which the Collateral is located) of the Secured Party’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may (in its sole and absolute discretion) determine. The Secured Party shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The 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 any 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 the Secured Party until the sale price is paid in full by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section, the Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Party from the Borrower as a credit against the purchase price, and the Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such, property without further accountability to the Borrower therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Party shall be free to carry out such sale pursuant to such agreement, and the Borrower shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Party shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity: (i) terminate equity to foreclose the relationship and/or Lien created by this Agreement and to sell the Collateral or any pending Orders with Seller and obtain portion thereof pursuant to a return judgment or decree of all money already paid a court or courts having competent jurisdiction or pursuant to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s premises until Seller provides satisfactory evidence that such Default has been cureda proceeding by a court-appointed receiver; and (ii) take possession the Secured Party, shall, as a matter of right, but subject to applicable Legal Requirements, be entitled to the appointment of a receiver for the Collateral, and the Borrower hereby consents to such appointment, consents to the entry of a decree, and waives notice of any application therefor. (c) If an Event of Default hereunder has occurred and is continuing, the Secured Party may proceed by an action at law, suit in equity or other appropriate proceeding, but subject to applicable Legal Requirements and the Letter of Credit Documents or the Bond Documents, to protect and enforce its rights, whether for the foreclosure of the Lien of this Security Agreement, or for the specific performance of any agreement contained herein or for an injunction against the violation 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 Goodsthe terms hereof. In such caseaddition, Buyer will pay for that portion of Services previously completed by Sellerthe Secured Party may proceed under Section 12 hereof. (d) The Secured Party, subject as attorney-in-fact pursuant to the 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 Section 4(a)(i) hereof may, in its sole discretionthe name and stead of the Borrower, extend make and execute all conveyances, assignments and transfers of any Collateral sold in accordance with this Security Agreement. The Borrower shall, if so reasonably requested by the delivery Secured Party, ratify and confirm any sale or completion schedule sales by executing and delivering to the Secured Party, or waive any deficiencies to such purchaser or purchasers, all such instruments as may, in performance; providedthe reasonable judgment of the Secured Party, however, that no be advisable for such waivers or extensions will be binding unless in writing and signed by Buyer’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all its legal fees, expenses, and other costs of litigationpurpose.