Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. Upon the occurrence of an Event of Default, (a) the principal of and accrued interest in respect of this Note shall become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. In case of an Event of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstances.

Rights Upon Default. Upon If Lessee abandons the occurrence Premises, if proceedings are commenced against Lessee in any court under a bankruptcy act or for the appointment of a trustee or receiver of Lessee’s property, if Lessee makes an Event assignment for the benefit of Defaultcreditors, (a) the principal of and accrued if Lessee’s interest in respect of this Note shall become due and payable without presentment, demand, protest the Premises is sold under execution or other notice legal process, if Lessee defaults in the payment of any kindrent, all of which are hereby expressly waived by or if Lessee defaults in the Maker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. In case of an Event of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach performance of any other right referred to covenant, agreement, condition, rule, or regulation herein or now contained or hereafter available at lawestablished, in equity by, statute or otherwise; all remedies and Lessee shall by cumulative fail to remedy such default within fifteen (15) days after a written notice identifying the nature and not alternative. In case there shall exist an Event of Default, but subject to the provisions scope of the Uniform Commercial Code or other applicable lawdefault is mailed by Lessor to Lessee at 000 Xxxx Xxxxx Xxxxxx, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into Xxxxx 000, X.X. Xxx 0000, Xxxxxxxx, XX 00000, Lessor, at its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Defaultoption, the Company shall have the right to declare this Lease null and void, and Lessor shall have the right to re-enter or repossess the Premises, and dispossess and remove Lessee, or other occupants thereof, and their effects. In such case, Lessor may, at any time or times thereafter to sellits option, resell, assign and deliver all relet the Premises or any part thereof, and Lessee shall be liable to Lessor for future rent or damages based on future rent and shall pay Lessor the difference between the rent then being paid (or agreed to be paid) by Lessee for the portion of the Pledged Securities in one term remaining at the time of re-entry or more parcels at any exchange repossession, and the amount, if any, received or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice be received under such reletting for such portion of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be madeterm. Any such notice re-entry or repossession shall be deemed not prejudice Lessor’s rights to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time recover from Lessee all rents and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security obligations due at the time received and held hereunder, of such entry. These remedies shall be received cumulative and applied: firstin addition to any other legal or equitable remedies available to Lessor. Lessor’s failure to insist upon a strict performance of any term or condition of this Lease, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale avail themselves of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales available remedy, shall not be deemed as a waiver, either express or implied, of any subsequent breach either of the same or difference character. At Lessee’s request, Lessor agrees that this Paragraph 21 does not supersede the federal bankruptcy law or any federal, state or local law relating to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesLessee’s legal rights.

Rights Upon Default. Upon If a Default by Tenant occurs, then at any time thereafter, with or without notice or demand, Landlord may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, statutory or at common law, including without limitation, termination of this Lease and termination of Tenant's right to possession without terminating the occurrence Lease. In the event of an Event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the Premises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the principal cost of and accrued interest in respect of this Note shall become due and payable without presentmentrecovering, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by lawreletting, including, without limitation, those provided the cost of leasing commissions attributable to the unexpired portion of the Term of this Lease, and remodeling of the Premises for a normal and customary office tenant, (b) all unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.04 hereof, plus (c) the present value (discounted at the rate of eight percent (8%) per annum) of the balance of the Rent for the remainder of the Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. If Landlord elects to terminate Tenant's right to possession of the Uniform Commercial CodePremises without terminating this Lease, Landlord may (but shall not be obligated to) rent the Premises or any part thereof for the account of Tenant to any person or persons for such rent and for such terms and conditions as Landlord reasonably deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the Term exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and other expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the first day of each month of the Term. In no case shall Landlord be liable for failure to relet the Premises or to collect the rent due under such reletting, and in no event shall Tenant be entitled to more than 50% of an Event any excess rents received by Landlord. All rights and remedies of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as Landlord shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternativeexclusive. In case there Landlord shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such use commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities efforts to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In mitigate Tenant's damages in the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesTenant's default.

Rights Upon Default. Upon the occurrence of an Event of Default, 33. (a) If an Act of Default beyond any applicable notice and cure period occurs, Landlord, at any time thereafter prior to the principal curing of and accrued interest in respect of this Note shall become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. In case of an Event such Act of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of waiving any other right referred available to herein Landlord herein, at law or now in equity, may either (i) terminate this Lease or hereafter (ii) terminate Tenant’s right to possession and use without terminating this Lease, whichever Landlord elects. In either event, Landlord may, without additional notice and with or without court proceedings, reenter and repossess the Premises, and remove all persons and property therefrom using such force as may be necessary, and Tenant hereby waives any claim arising by reason of issuance of any distress warrant or writ of sequestration and agrees to hold Landlord harmless from any such claims. In no event shall Landlord’s exercise of any one or more remedies hereunder granted or otherwise available at to it be deemed to be an acceptance of surrender of the Premises by Tenant, whether by agreement or operation of law, it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. If Landlord elects to terminate this Lease, it may treat the Act of Default as an entire breach of this Lease and Tenant immediately shall become liable to Landlord for damages for the entire breach in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject amount equal to the provisions amount by which (A) the Rent (being the Base Rent set forth in Section 5 hereof plus the Operating Rent set forth in Section 6 hereof for any increase and estimated increase in Operating Expenses which would be payable by Tenant during the unexpired balance of the Uniform Commercial Code or Term and all other applicable law, payments due for the Company may cause all or any balance of the Pledged Securities Term) is in excess of (B) the fair market rental value of the Premises for the balance of the Term as hereinafter definedof the time of default, both discounted at the rate of ten percent (10%) per annum to be transferred into its name or into the name then present value, plus the cost of its nominee or nomineesrecovering, remodeling and releasing the Premises, and all unpaid Rent due through the date of such termination. Initials: /s/ AB ------- Upon the occurrence of an Event of DefaultIf Landlord elects to terminate Tenant’s right to possession without terminating this Lease, the Company Landlord shall have the right at any time or times thereafter to sellterminate this Lease, resell, assign and deliver all whereupon the foregoing provisions with respect to termination will thereafter apply. If an Act of Default occurs or in the case of any holding over or possession by Tenant of the Pledged Securities Premises after the expiration or termination of this Lease, Tenant shall reimburse Landlord on demand for all costs incurred by Landlord in one connection therewith including, but not limited to, reasonable attorneys’ fees, court costs, and related expenses plus interest thereon at the lesser of: (i) fifteen percent (15%) per annum, or more parcels at any exchange or broker's board or at public or private sale. Unless (ii) the Pledged Securities threaten to decline speedily in value or are maximum rate of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any interest allowed by applicable law (including from the Uniform Commercial Code) that reasonable notification date such costs are paid by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities Landlord until Tenant reimburses Landlord for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancessame.

Rights Upon Default. Upon If a Default by Tenant occurs, then at any time thereafter, with or without notice or demand, Landlord may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, including without limitation, termination of this Lease and termination of Tenant's right to possession without terminating the occurrence Lease. In the event of an Event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the Premises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the principal cost of and accrued interest in respect of this Note shall become due and payable without presentmentrecovering, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by lawreletting, including, without limitation, those provided the cost of leasing commissions attributable to the unexpired portion of the Term of this Lease, and remodeling the Premises, (b) all unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.4 hereof, plus (c) the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. If landlord elects to terminate Tenant's right to possession of the Uniform Commercial CodePremises without terminating this Lease, Landlord may (but shall not be obligated to) rent the Premises or any part thereof for the account of Tenant to any person or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the Term exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and other expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the first day of each month of the Term. In no case shall Landlord be liable for failure to relet the Premises or to collect the rent due under such reletting, and in no event shall Tenant be entitled to any excess rents received by Landlord. All rights and remedies of an Event of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as Landlord shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesexclusive.

Rights Upon Default. Upon If the occurrence of an Event of DefaultDefaulting Party does not cure the default within the grace period provided in Paragraph 9C above, (a) the principal of and accrued interest in respect of this Note shall become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all party complaining of the rights and remedies provided by law, including, without limitation, those provided by default (the Uniform Commercial Code“Complaining Party”) may terminate this Agreement. In case of an Event of Default and the acceleration of the Maker's obligations hereunderTo terminate this Agreement for default, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as Complaining Party must issue a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of termination to the time Defaulting Party clearly stating the basis for the termination and place of any public sale thereof or the Defaulting Party’s failure to cure the alleged default (the “Default Termination Notice”). The termination shall be effective thirty (30) days after the date of the time after which any private sale or any other intended disposition thereof is to be made. Any Default Termination Notice, provided such notice shall be deemed to meet any requirements hereunder or under any applicable law was properly delivered (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk“Default Termination Effective Date”). At any such sale time after the Default Termination Effective Date and within the applicable statute of limitations, the parties may pursue all rights and remedies available in law or sales equity, including payment of accrued amounts pursuant to Paragraph 7 hereof. Notwithstanding any contrary provisions herein, Antares’ rights to recover damages from Owner shall be limited to the Company may purchase any or all sum of (i) accrued and unpaid Base Management Fees and Incentive Management Fees as of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or natureapplicable termination effective date, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held amounts due hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, all amounts to fully pay all sums due to third party vendors who provided goods or services to the Courses, along with all accrued late fees, interest, and any subordinated creditor attorney’s fees and costs incurred in collecting or attempting to collect such unpaid amounts; (ii) actual damages for damages sustained prior to the applicable termination effective date; and (iii) the Cancellation Fee, Termination Fee or Sale Termination Fee, if applicable (defined below) as fixed, agreed liquidated damages and not as a penalty (it being agreed by the parties that Antares’ damages would be extremely difficult to measure and that the Cancellation Fee, Termination Fee and Sale Termination Fee have been agreed upon, after negotiations, as a reasonable estimate of the Makersuch damages). The Maker recognizes parties also agree that the Company may notwithstanding any contrary provision hereof, Owner’s damages shall be unable limited as provided in Paragraph 14A, if any be proven. In no event will Antares or Owner be subject to effect a public sale of all any consequential, special, punitive or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchaserssimilar damages, each of whom will be obligated party hereby waiving any right it may have to agree, among other things, to acquire seek or claim such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesdamages.

Rights Upon Default. The Assignee shall have the right to and may receive the Rents, issues, profits and income from said Mortgaged Property, including all Rents covered by this instrument or hereaf­ter made for appli­cation on the Secured Indebtednessonly if and in the event the Assignor defaults in, breaches or fails to perform any one or more of the covenants and agreements contained in (a) the Note, (b) the Mortgage, (c) this Assignment or (d) the other Loan Documents, and such is not cured within the applicable curative period, if any, specified in the applicable Loan Document(s). In the event of any such default, breach or failure to perform which is not cured within the period as aforesaid, and the exercise of the Assignee of its right to receive such Rents, issues, profits and income, the amount so received prior to foreclosure sale, less all costs, fees and expenses of collection, including a reasonable attor­ney's fee, shall be applied on the Loan but any such default, breach or failure to perform, or the exercise by the Assignee of its right to receive the Rents, issues, profits and income, shall not prevent the Assignee from exercising any of its rights under the Loan Documents, including its right to foreclose any mortgage nor any of its other rights under this Assignment. Upon the occurrence of an Event of Defaultany such default, (a) the principal of breach or failure to perform which is not cured within any applicable cura­tive period, as aforesaid, in addition to all rights, remedies contained herein and accrued interest in respect of this Note shall become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by lawfor in Florida Statutes § 697.07, including, without limitation, those provided by the Uniform Commercial Code. In case of an Event of Default and the acceleration of the Maker's obligations hereunderas amended from time to time, the Maker will pay Assignee shall have and may exercise from time to the holder hereof such further amount as shall be sufficient to cover the cost time any and expense all rights and remedies of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of secured party under the Uniform Commercial Code or of the State of Florida, as such Code is from time to time in effect, and any and all other rights and remedies available to it under any other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Defaultincluding but not limited to, the Company right to foreclose this Assignment and the Mortgage in the same proceedings. The security of this Assignment is and shall have the right at any time or times thereafter to sell, resell, assign be primary and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, parity with the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived real estate encumbered by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment Mortgage and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancessecondary.

Rights Upon Default. Upon If a Default by Tenant occurs, then at any time thereafter prior to the curing thereof, with or without notice or demand, Landlord may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, including without limitation, termination of this Lease and termination of Tenant’s right to possession without terminating the Lease. In addition, upon the occurrence of an Event of a Default, Landlord may terminate the waiver of Rent pursuant to Section 3.04, for that portion of the abatement period accruing after the date of such waiver and may remove, at Tenant’s expense, Tenant’s parapet signage from the exterior of the Building. In the event of a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the Premises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may treat the default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the principal cost of and accrued interest in respect of this Note shall become due and payable without presentmentrecovering, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by lawreletting, including, without limitation, those provided the cost of leasing commissions attributable to the unexpired portion of the Term of this Lease, and remodeling the Premises, (b) all unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.04 hereof, plus (c) the present value (discounted at the rate of 8% per annum) of the balance of the Rent for the remainder of the Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. If Landlord elects to terminate Tenant’s right to possession of the Uniform Commercial CodePremises without terminating this Lease, Landlord may (but shall not be obligated to) rent the Premises or any part thereof for the account of Tenant to any person or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the Term exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and other expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the first day of each month of the Term. In no case shall Landlord be liable for failure to relet the Premises or to collect the rent due under such reletting, and in no event shall Tenant be entitled to more than 50% of an Event any excess rents received by Landlord. All rights and remedies of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as Landlord shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesexclusive.

Rights Upon Default. Upon If a Default by Tenant occurs and Tenant fails to cure such Default within any applicable cure period set forth in Section 13.01, then Landlord, with or without any further notice or demand, may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, including without limitation, termination of this Lease and termination of Tenant's right to possession without terminating the occurrence Lease. If Tenant is in Default for nonpayment of Rent and if Tenant fails to pay same in full within five (5) days after Landlord hand delivers to the Premises written notice of Landlord's intent to exercise its lockout rights, then Landlord shall be entitled to change or modify door locks on all entry doors of the Premises and Tenant shall not be entitled to a key to re-enter the Premises until all delinquent Rent is paid in full; provided, however, Landlord shall immediately thereafter post a notice on an Event entry door to the Premises, stating that Landlord has exercised such lockout rights. The preceding sentence shall supersede any conflicting provisions of DefaultSection 93.002 of the Texas Property Code or any successor statute. In the event of a Default by Tenant and Tenant fails to cure such Default within any applicable cure period set forth in Section 13.01, Landlord may, without additional notice and without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the Premises, waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration, and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may treat the default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the principal cost of and accrued interest in respect of this Note shall become due and payable without presentmentrecovering, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by lawreletting, including, without limitation, those provided the cost of leasing commissions attributable to the unexpired portion of the Term of this Lease, and remodeling the Premises, (b) all unpaid Rent and other amounts earned or due through such termination, including interest thereon at the rate specified in Section 13.04 hereof, plus (c) the present value (discounted at the rate of 8% per annum) of the balance of the Rent for the remainder of the Term less the present value (discounted at the same rate) of the fair market rental value of the Premises for said period and (d) any other sum of money and damages owed by Tenant to Landlord. If Landlord elects to terminate Tenant's right to possession of the Uniform Commercial CodePremises without terminating this Lease, Landlord may (but shall not be obligated to) rent the Premises or any part thereof for the account of Tenant to any person or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the Term exceeds the net amount, if any, received by Landlord from such reletting, being the gross amount so received by Landlord less the costs of repossession, reletting, remodeling, and other expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the first day of each month of the Term. In case such event, Landlord agrees to use reasonable business judgment in its attempts to re-lease the Premises. However, Landlord shall not be liable for failure to relet the Premises or to collect the rent due under such reletting, and in no event shall Tenant be entitled to more than 50% of an Event any excess rents received by Landlord. All rights and remedies of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as Landlord shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesexclusive.

Rights Upon Default. Upon If Lessee abandons the occurrence Premises, if proceedings are commenced against Lessee in any court under a bankruptcy act or for the appointment of a trustee or receiver of Xxxxxx’s property, if Xxxxxx makes an Event assignment for the benefit of Defaultcreditors, (a) the principal of and accrued if Xxxxxx’s interest in respect of this Note shall become due and payable without presentment, demand, protest the Premises is sold under execution or other notice legal process, if Lessee defaults in the payment of any kindrent, all of which are hereby expressly waived by or if Lessee defaults in the Maker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. In case of an Event of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach performance of any other right referred to covenant, agreement, condition, rule, or regulation herein or now contained or hereafter available at lawestablished, in equity by, statute or otherwise; all remedies and Lessee shall by cumulative fail to remedy such default within fifteen (15) days after a written notice identifying the nature and not alternative. In case there shall exist an Event of Default, but subject to the provisions scope of the Uniform Commercial Code or other applicable lawdefault is mailed by Lessor to Lessee at 000 Xxxx Xxxxx Xxxxxx, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into Xxxxx 000, X.X. Xxx 0000, Xxxxxxxx, XX 00000, Lessor, at its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Defaultoption, the Company shall have the right to declare this Lease null and void, and Lessor shall have the right to re-enter or repossess the Premises, and dispossess and remove Lessee, or other occupants thereof, and their effects. In such case, Lessor may, at any time or times thereafter to sellits option, resell, assign and deliver all relet the Premises or any part thereof, and Lessee shall be liable to Lessor for future rent or damages based on future rent and shall pay Lessor the difference between the rent then being paid (or agreed to be paid) by Lessee for the portion of the Pledged Securities in one term remaining at the time of re-entry or more parcels at any exchange repossession, and the amount, if any, received or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice be received under such reletting for such portion of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be madeterm. Any such notice re-entry or repossession shall be deemed not prejudice Xxxxxx’s rights to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time recover from Lessee all rents and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security obligations due at the time received and held hereunder, of such entry. These remedies shall be received cumulative and applied: firstin addition to any other legal or equitable remedies available to Lessor. Lessor’s failure to insist upon a strict performance of any term or condition of this Lease, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale avail themselves of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales available remedy, shall not be deemed as a waiver, either express or implied, of any subsequent breach either of the same or difference character. At Lessee’s request, Xxxxxx agrees that this Paragraph 21 does not supersede the federal bankruptcy law or any federal, state or local law relating to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesXxxxxx’s legal rights.

Rights Upon Default. Upon the occurrence of an Event of Default, (a) Notwithstanding any provision herein to the principal contrary and irrespective of and accrued interest whether all or any rights conferred upon Landlord by this Article XIX are expressly or by' implication conferred upon Landlord elsewhere in respect this Lease, in the event of this Note shall become (i) any failure of Tenant to pay any Minimum Annual Rental, Percentage Rental or Additional Rent or any other charges or sums whatsoever due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and hereunder (b) the Company shall have all of the rights and remedies provided by law, including, including without limitation, those provided amounts due as reimbursement to Landlord for costs incurred by the Uniform Commercial Code. In case Landlord in performing obligations of an Event of Default and the acceleration of the MakerTenant hereunder upon Tenant's obligations hereunder, the Maker will pay failure so to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities perform) for more than five (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (105) days prior after written notice of the time and place of any public sale thereof or of the time after which any private sale from Landlord to Tenant that such rental or any other intended disposition thereof is charges or sums whatsoever due hereunder were not received on the date require for payment pursuant to this Lease, 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 (ii) any default or failure by Tenant to perform any other of the terms, conditions, or covenants of this Lease to be made. Any such observed or performed by Tenant for more than twenty (20) days after written notice shall be deemed from Landlord to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place Tenant of such sale or other disposition. Such notice may default (unless such default cannot be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery cured within said twenty (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the 20) days in which event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales Tenant shall not be deemed to be in default hereunder if Tenant shall have commenced to cure said default promptly within twenty (20) days and shall thereafter proceed to prosecute such cure to completion with all reasonable dispatch and diligence, provided that in no event shall such cure period extend beyond one hundred twenty (120) days), 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 (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 pursuant to Section 7.02(a) hereof or for the purpose specified in the Data Sheet (the Permitted Use), or (v)Tenant's abandonment of the Premises, or permitting this Lease to be taken under any writ of execution or similar writ or order, then Landlord, in addition to or in lieu of other rights or remedies it may have under this Lease or by law, shall have the following rights: Landlord may at its sale discretion: (A) immediately terminate this Lease and Tenant's right to possession of the Premises by giving Tenant written notice that this Lease is terminated, in which 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 made 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 reasonably avoided; (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which in a commercially unreasonable manner solely because they the ordinary course of things would be likely to result therefrom; and (5) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law; or (B) have this Lease continue in effect for so long as Landlord does not terminate this Lease and Tenant's right to possession of the Premises, in which event Landlord shall have been made the right to enforce all of Landlord's rights and remedies under this Lease including the foregoing circumstancesright to recover the Minimum Annual Rental, Percentage Rental, Additional Rent and other charges payable by Tenant under this Lease as they become due under this Lease; or (C) without terminating this Lease, Landlord may payor discharge any breach or violation hereof which amount so expended shall be added to the next monthly incremental payment of Minimum Annual Rent, Percentage Rental and Additional Rent due and treated in the same manner as Rental hereunder; or (D) without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet the Premises or any part thereof for such term or terms (which maybe for a term extending beyond the Term) at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable.

Rights Upon Default. Upon If the occurrence Events of an Event of DefaultDefault specified in Sections 6(d) and 6(e) shall occur, the Banks' obligations to make Loans hereunder shall immediately terminate and any Loan (a) the principal of and with accrued interest in respect of thereon) and other amounts owing under this Note Agreement and the Master Notes shall immediately become due and payable. If any other Event of Default shall occur, the Banks may (i) by notice of default to Co-Borrowers, declare the Banks' obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to Co-Borrowers, declare any Loan and all amounts owing hereunder and under the Master Notes to be due and payable without forthwith, whereupon the same shall become immediately due and payable. Except as expressly provided above in this Section, presentment, demand, protest or other and further notice of any kind, all of which kind are hereby expressly waived by waived. Notwithstanding the Maker and (bforegoing, the Banks' obligations to maintain the confidentiality of any non-public financial information of Co-Borrowers provided to Banks pursuant to Section 4(a) of this Agreement shall survive the Company shall have all termination of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Codeits other obligations hereunder. In case the event of an any occurrence of any Event of Default Default, Co-Borrowers shall pay all costs and the acceleration of the Maker's obligations hereunder, the Maker will pay expenses which may be incurred by Banks with respect thereto and with respect to the holder hereof collection of any amounts due Banks pursuant hereto or the enforcement of any provisions hereof, including reasonable attorneys' fees and expenses of litigation, and all such further amount as sums shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the become part of the holder hereof indebtedness pursuant to this Agreement. In addition to and not in exercising lieu of any other right or remedy they may have at any time, Banks at any time and from time to time at their election, may (but they shall not be required to) do or perform or comply with or cause to be done or performed or complied with anything which Co-Borrowers may be required to do or comply with under this Agreement if Co-Borrowers shall fail to do so; Co-Borrowers shall reimburse Banks upon demand for any reasonable cost or expense Banks may pay or incur in such respect, together with interest thereon at the Prime Rate plus two percent (2%) from the date of such demand until paid. The failure of Banks at any time or from time to time to exercise any right or remedy, whether arising from or by virtue of any event of default or otherwise, shall operate as not constitute a waiver of any such right or otherwise prejudge remedy and shall not impair the rights right of the holder of this NoteBanks to exercise such right or remedy or any other right or remedy thereafter or to insist upon strict performance. No waiver of any single breach right or default remedy by Banks shall be deemed a valid or effective unless made in writing and signed by an officer of each Bank. Any effective waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales remedy shall not be deemed to have been made in constitute a commercially unreasonable manner solely because they shall have been made under waiver of any other right or remedy then existing or which may thereafter arise or accrue. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Upon the foregoing circumstancesoccurrence of any Event of Default, and pursuant to the provisions of this Section, Banks may sue to enforce the obligations of Xx-Borrowers pursuant to this Agreement.

Rights Upon Default. Upon If a Default occurs, then at any time thereafter prior to the occurrence of an Event of Defaultcuring thereof, (a) the principal of with notice or demand and accrued interest in respect of this Note shall become due without waiving any additional or remaining rights herein available to Landlord, Landlord may exercise any and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by available to Landlord under this Lease, at law, or in equity, including, without limitation, those provided by termination of this Lease and termination of Tenant's right to possession without terminating the Uniform Commercial CodeLease. In case the event of an Event of Default a Default, Landlord may, without additional notice and without court proceedings, re-enter and repossess the acceleration Premises and remove all persons and property therefrom and said Tenant hereby agrees to surrender possession of the Maker's obligations hereunderPremises and waives any claim arising by reason thereof or by reason of issuance of any distress warrant or writ of sequestration and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may treat the Maker will pay Default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the holder hereof such further amount as shall be sufficient to cover total of: (i) the reasonable cost and expense of collectionrecovering, reletting (including, without limitation, the cost of lease commission attributable to the unexpired portion of the Term of this Lease), and remodeling the Premises per building standards; (ii) all unpaid Rent and other amounts earned or due through such termination; plus, (iii) the total Rent and other amounts to be paid by Tenant hereunder for the remainder of the full Term. If Landlord elects to terminate Tenant's right to possession of the Premises without terminating the Lease, Landlord shall make commercially reasonable attorney's feesefforts to rent the Premises or any part thereof for the account of Tenant to any person or persons for such rent and for such terms and conditions as Landlord deems appropriate, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the Term exceeds the net amount, if any, received by Landlord from such reletting, (such amount received by Landlord being the gross amount so received by Landlord less the reasonable costs of repossession, reletting, remodeling, and other expenses and disbursementsincurred by Landlord). No delay Such sum or omission sums shall be paid by Tenant in monthly installments on the part first day of each month of the holder hereof Term. In no case shall Landlord be liable for failure to relet the Premises or to collect the rent due under such reletting, and in exercising no event shall Tenant be entitled to any right shall operate as a waiver or otherwise prejudge the excess rents received by Landlord. All rights and remedies of the holder of this Note. No waiver of any single breach or default Landlord shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesexclusive.

Rights Upon Default. Upon the occurrence of an Event of Default, (a) Notwithstanding any provision herein to the principal contrary and irrespective of and accrued interest whether all or any rights conferred upon Landlord by this Article XVII are expressly or by implication conferred upon Landlord elsewhere in respect this Lease, in the event of this Note shall become (i) any failure of Tenant to pay any Fixed Rent or Percentage Rent or any other charges or sums whatsoever due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and hereunder (b) the Company shall have all of the rights and remedies provided by law, including, including without limitation, those provided amounts due as reimbursement to Landlord for costs incurred by the Uniform Commercial Code. In case Landlord in performing obligations of an Event of Default and the acceleration of the MakerTenant hereunder upon Tenant's obligations hereunder, the Maker will pay failure so to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter definedperform) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or for more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least than ten (10) days prior after written notice of the time and place of any public sale thereof or of the time after which any private sale from Landlord to Tenant that such Fixed Rent or any other intended disposition thereof is charges or sums whatsoever due hereunder were not received on the date required for payment pursuant to this Lease, or (ii) any default or failure by Tenant to perform any other of the terms, conditions, or covenants of this Lease to be made. Any observed or performed by Tenant for more than twenty (20) days after written notice from Landlord to Tenant of such notice default unless such default cannot be cured within said twenty (20) days in which event Tenant shall be deemed have commenced to meet any requirements hereunder cure said default within twenty (20) days and shall proceed to cure the same with all reasonable dispatch and diligently pursue same to completion, or (iii) Tenant fails continuously to operate in the manner and during the hours established by Landlord pursuant to Section 7.02 hereof or for the use specified in the Section 7.01, writ of execution or similar writ or order, then Landlord, in addition to or in lieu of other rights or remedies it may have under any applicable law this Lease or by law, shall have the right to (including the Uniform Commercial Codea) that reasonable notification by given immediately terminate this Lease and Tenant's right to possession of the Premises by giving Tenant written notice that this Lease is terminated, in which event, upon such termination, Landlord shall have the right to recover from Tenant the sum of (1) the worth at the time and place 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 sale 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 reasonably avoided; (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or other disposition. Such notice may which in the ordinary course of things would be given without any demand of performance or other demand, likely to result therefrom; and (5) all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price other amounts in addition to or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all in lieu of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments foregoing as may be required. The proceeds permitted from time to time under applicable law; or (b) have this Lease continue in effect for so long as Landlord does not terminate this Lease and Tenant's right to possession of the Premises, in which event Landlord shall have the right to enforce all of Landlord's rights and remedies under this Lease including the right to recover the Fixed Rent, Percentage Rent and other charges payable by Tenant under this Lease as they become due under this Lease, and Tenant shall have the right to sublet the Premises or (at Landlord's option) assign Tenant's interest in this Lease for a use permitted under this Lease to a party determined by Landlord to be of good moral character and sound financial responsibility; or (c) without terminating this Lease, Landlord may pay or discharge any such sale breach or sales, together with any other additional collateral security at the time received and held hereunder, violation hereof which amount so expended shall be received and applied: first, added to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the next monthly incremental payment of Fixed Rent due and treated in the amount owed hereunder same manner as rental hereunder; or (d) without terminating this Lease, make such alterations and repairs as may be necessary in order to which relet the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the MakerPremises, and relet the Premises or any surplus thereafter remaining shall be paid to the Maker part thereof for such term or to whomever terms (which may be legally entitled thereto (including, if applicable, any subordinated creditor for a term extending beyond the Term of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all this Lease) at such rental or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices rentals and upon such other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made conditions as Landlord in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesits sole discretion may deem advisable.

Rights Upon Default. Upon the occurrence of an Event of Default, (a) In the principal event of and accrued interest in respect (i) any failure of this Note shall become Tenant to pay any Rental or amounts whatsoever due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. In case of an Event of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) required to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter reimbursed to sell, resell, assign and deliver all or any of the Pledged Securities in one or Landlord hereunder for more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least than ten (10) days prior after written notice from Landlord, or (ii) any failure by Xxxxxx to perform any other of the time and place terms, conditions, or covenants of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is this Lease to be made. Any such observed or performed by Tenant for more than thirty (30) days after written notice shall be deemed from Landlord to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place Tenant of such sale or other disposition. Such notice may failure (unless such failure cannot be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery cured within said thirty (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the 30) days in which event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales Tenant shall not be deemed to have been made be in a commercially unreasonable manner solely because they default hereunder if Tenant shall have been made commenced to cure said default promptly within thirty (30) days and shall thereafter diligently proceed to complete such cure, provided that in no event shall such cure period extend beyond one hundred twenty (120) days), or (iii) any failure by Tenant to timely commence Tenant’s Work, or (iv) any failure by Tenant to move into the Premises and to initially open for business on or before the Rental Commencement Date, or (v) any failure by Tenant to operate continuously in the manner and during the hours established by Landlord pursuant to Section 7.02(a) hereof or for the Permitted Use, or (vi) Tenant’s abandonment of the Premises, then Landlord, in addition to or in lieu of other rights or remedies it may have under this Lease and to the foregoing circumstancesfullest extent allowed by law, shall have the right to terminate the Lease or Tenant’s right to possession, or both, and to recover damages from Tenant which include, but are not limited to: (1) past due Rental; (2) Rental due through the time of award, (3), the worth at the time of award of all Rental due through the balance of the Term, less any Rental loss that Tenant affirmatively proves could be reasonably avoided, discounted to present value at the Federal Funds Rate then in effect; and (4) any other amount necessary to compensate Landlord for damages proximately caused by Tenant, including without limitation, the unamortized amount of the Allowance set forth in Exhibit B-1 and the unamortized amount of any broker commission paid by Landlord. Any payment of Rental into a lockbox or similar account following Landlord’s service of a default notice under this Article shall not constitute acceptance of the Rental by Landlord.

Rights Upon Default. Upon Notwithstanding the occurrence of an any Event of Default, Landlord may, by written notice to Tenant, terminate Tenant's right to possession only, in which event this Lease shall continue in full force and effect. Upon such notice, Landlord may enter the Demised Premises and re-let the Demised Premises or any part thereof, for Tenant's account, in the name of Landlord or otherwise, for such term or terms (awhich may be greater or less than the period which would otherwise have constituted the balance of the Term hereof) and on such conditions (which may include concessions or free rent) as Landlord, in its reasonable discretion, may determine, and may collect and receive the principal of rent therefor. Landlord shall use reasonable efforts to, but in no way be responsible or liable for any failure to re-let the Demised Premises or any part thereof, or for any failure to collect any rent due upon any such re-letting. Tenant shall be immediately liable to Landlord for, and accrued interest in respect of this Note shall become due and payable without presentment, pay Landlord upon demand, protest or other notice of any kind, an amount equal to all of which are hereby expressly waived by the Maker reasonable Landlord's expenses in connection with such re-letting, including all repossession costs, brokerage and (b) the Company shall have all of the rights and remedies provided by lawmanagement commissions, includingoperating expenses, without limitationlegal expenses, those provided by the Uniform Commercial Code. In case of an Event of Default and the acceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, reasonable alteration costs and expenses and disbursementsof preparation for such re-letting. No delay or omission Tenant shall also pay to Landlord monthly on the part days on which Basic Rent is payable under this Lease the amount of Basic Rent, and Supplemental Rent otherwise payable under this Lease, less the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights proceeds, if any, of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject re-letting effected pursuant to the provisions of the Uniform Commercial Code hereof ("Deficiency" or other applicable lawcollectively, the Company may cause all "Deficiencies"). Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any to accumulate monthly Deficiencies and xxx to recover the same from time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private saletime as Landlord may determine. Unless the Pledged Securities threaten No act by Landlord allowed by this paragraph shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstancesterminate this Lease.

Rights Upon Default. Upon If the occurrence Events of an Event of DefaultDefault specified in Sections 6(d) and 6(e) shall occur, the Banks' obligations to make Loans hereunder shall immediately terminate and any Loan (a) the principal of and with accrued interest in respect of thereon) and other amounts owing under this Note Agreement and the Master Notes shall immediately become due and payable. If any other Event of Default shall occur, the Banks may (i) by notice of default to Borrower, declare the Banks' obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to Borrower, declare any Loan and all amounts owing hereunder and under the Master Notes to be due and payable without forthwith, whereupon the same shall become immediately due and payable. Except as expressly provided above in this Section, presentment, demand, protest or other and further notice of any kind, all of which kind are hereby expressly waived by waived. Notwithstanding the Maker and (bforegoing, the Banks' obligations to maintain the confidentiality of any nonpublic financial information of Borrower provided to Banks pursuant to Section 4(a) of this Agreement shall survive the Company shall have all termination of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Codeits other obligations hereunder. In case the event of an any occurrence of any Event of Default Default, Borrower shall pay all costs and the acceleration of the Maker's obligations hereunder, the Maker will pay expenses which may be incurred by Banks with respect thereto and with respect to the holder hereof collection of any amounts due Banks pursuant hereto or the enforcement of any provisions hereof, including reasonable attorneys' fees and expenses of litigation, and all such further amount as sums shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the become part of the holder hereof indebtedness pursuant to this Agreement. In addition to and not in exercising lieu of any other right or remedy they may have at any time, Banks at any time and from time to time at their election, may (but they shall not be required to) do or perform or comply with or cause to be done or performed or complied with anything which Borrower may be required to do or comply with under this Agreement if Borrower shall fail to do so; Borrower shall reimburse Banks upon demand for any reasonable cost or expense Banks may pay or incur in such respect, together with interest thereon at the Prime Rate plus two percent (2%) from the date of such demand until paid. The failure of Banks at any time or from time to time to exercise any right or remedy, whether arising from or by virtue of any event of default or otherwise, shall operate as not constitute a waiver of any such right or otherwise prejudge remedy and shall not impair the rights right of the holder of this NoteBanks to exercise such right or remedy or any other right or remedy thereafter or to insist upon strict performance. No waiver of any single breach right or default remedy by Banks shall be deemed a valid or effective unless made in writing and signed by an officer of each Bank. Any effective waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the payment of the amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales remedy shall not be deemed to have been made in constitute a commercially unreasonable manner solely because they shall have been made under waiver of any other right or remedy then existing or which may thereafter arise or accrue. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Upon the foregoing circumstancesoccurrence of any Event of Default, and pursuant to the provisions of this Section, Banks may sue to enforce the obligations of Borrower pursuant to this Agreemexx.