Common use of Default and Remedies Clause in Contracts

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails 25.1 The occurrence of any of the following shall constitute an "EVENT OF DEFAULT" under this Lease by Tenant: (a) Any failure by Tenant to close pay when due any of the Rent required to be paid by Tenant hereunder where such failure continues for five (5) business days after Tenant's receipt of written notice that the same is overdue; (b) A failure by Tenant to observe and perform any other provision of this transaction Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord; provided, that if the nature of such default is such that the same cannot with due diligence be cured within said period, Tenant shall not be deemed to be in default if it shall within said period commence such during and thereafter diligently prosecutes the same to completion; (c) Any default by Tenant under any other lease between Landlord and Tenant for other premises in the Center; (d) The abandonment or vacation of the Premises, provided that if Tenant has vacated the Premises and is actively seeking a subtenant or assignee, no default shall be deemed to exist under this Lease so long as Tenant is paying the Rent required to be paid hereunder; and (e) Any other event herein specified to be an Event of Default under this Lease. 25.2 In the event of any Event of Default by Tenant as aforesaid, in addition to any and all other remedies available to Landlord at law or in equity, Landlord shall have the right to immediately terminate this Lease and all rights of Tenant hereunder by giving written notice to Tenant of its election to do so. If Landlord shall elect to terminate this Lease, then it may recover from Tenant: (a) The worth at the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend of the award of the unpaid rent payable hereunder which had been earned at the date of such termination; plus (b) The worth at the Closing time of the award of the amount by which the unpaid rent which would have been earned after termination and until the time of the award exceeds the amount of such rental loss which Tenant proves could have been reasonably avoided; plus (c) The worth at the time of the award of the amount by which the unpaid rent for the balance of the term after the time of the award exceeds the amount of such rental loss which Tenant proves could be reasonably avoided; plus (d) Any other amounts necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations hereunder or which, in the ordinary course of affairs, would likely result therefrom; and (e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted by applicable California law from time to time. 25.3 As used in subparagraphs (a) and (b) above, the "worth at the time of the award" is computed by allowing interest at the rate of twelve (12%) percent per annum (the "INTEREST RATE"). As used in subparagraph (c) above, the "worth at the time of the award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one (1%) percent. 25.4 Following the occurrence of an Event of Default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Tenant, all in accordance with all Legal Requirements. 25.5 If Landlord (in accordance with California Civil Code Section 1951.4) shall elect to re-enter as above provided or shall take possession of the Premises pursuant to legal proceedings or pursuant to any notice provided by law, and if Landlord has not elected to terminate this Section 7.A.Lease, Purchaser shallLandlord may continue this Lease and may either recover all rental as it becomes due or relet the Premises or any part or parts thereof for such term or terms and upon such provisions as Landlord, in its sole judgment, may deem advisable and shall have the right to make repairs to and alterations of the Premises. 25.6 If Landlord shall elect to relet as aforesaid, then rentals received by Landlord therefrom shall be applied as follows: (a) to the payment of any indebtedness of Tenant to Landlord other than rent due hereunder from Tenant; (b) to the payment of all costs and expenses incurred by Landlord in connection with such reletting; (c) to the payment of the cost of any alterations of and repairs to the Premises; and (d) to the payment of rent due and unpaid hereunder and the residue, if Seller any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. In no event shall Tenant be entitled to any excess rental received by Landlord over and above that which Tenant is willing obligated to closepay hereunder. Should that portion of such rentals received from such reletting during any month, which is applied to the payment of rent hereunder, be required less than the rent payable hereunder during that month by Tenant, then Tenant shall pay such deficiency to Landlord forthwith upon demand, and said deficiency shall be calculated and paid monthly. Tenant shall also pay Landlord as soon as ascertained and upon demand, all costs and expenses incurred by Landlord in connection with such reletting and in making any such alterations and repairs which are not covered by the rentals received from such reletting. 25.7 No re-entry or taking possession of the Premises by Landlord under this Article shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof be adjudged by a court of competent jurisdiction. Notwithstanding any reletting without termination by Landlord because of Tenant's default, Landlord may at any time after such reletting elect to terminate this Lease because of such default. 25.8 Nothing contained in this Article shall constitute a waiver of Landlord's right to recover damages by reason of Landlord's efforts to mitigate the damages to it caused by Tenant's default; nor shall anything in this Article adversely affect Landlord's right, as in this Lease elsewhere provided, to indemnification against liability for injury or damage to persons or property occurring prior to a termination of this Lease. 25.9 Subject only to Article 31, if Landlord shall retain an attorney for the purpose of collecting any rental due from Tenant or enforcing any other covenant of this Lease, Tenant shall pay the reasonable fees of such attorney for his services regardless of the fact that no legal proceeding or action may have been filed or commenced. 25.10 Any unpaid rent and any other sums due and payable hereunder by Tenant shall bear interest on at the original Total Purchase Price at a maximum lawful rate equal to 18% per annum from the due date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that timeuntil payment thereof. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails (a) While a Default exists, the Collateral Agent shall at the written request and direction of the Credit Agent on behalf of the Required Lenders, without notice to close this transaction or demand upon the Company: (i) foreclose or otherwise enforce the Collateral Agent's security interest for the benefit of the Secured Parties in the time established Collateral in any manner permitted by law or provided for reasons hereunder; (ii) sell or otherwise dispose of the Collateral or any part thereof at one or more public or private sales or at any broker's board or on any securities exchange, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery (provided that the Required Lenders have approved the terms of any sale on credit or for future delivery) and without assumption of any credit risk, on such terms and in such manner as the Collateral Agent may determine; (iii) require the Company to assemble the Collateral and/or books and records relating thereto and make such available to the Collateral Agent at a place to be designated by the Collateral Agent; (iv) enter into property where any Collateral or books and records relating thereto are located and take possession thereof with or without judicial process; and (v) prior to the disposition of the Collateral, prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate. Whether or not the Collateral Agent exercises any right given pursuant to this Paragraph 16, upon the occurrence of any Default, the Collateral Agent on behalf of the Secured Parties shall have as to any Collateral all other than Seller’s default rights and remedies provided for herein and all rights and remedies of a secured party under the Illinois Uniform Commercial Code and, in addition thereto and not in lieu thereof, all other rights or delayremedies at law or in equity existing or conferred upon the Collateral Agent on behalf of the Secured Parties by other jurisdictions or other applicable law or given to the Collateral Agent on behalf of the Secured Parties pursuant to any security agreement, other instrument or agreement heretofore, now, or hereafter given as security for the Company's obligations hereunder. (b) The Collateral Agent is authorized, at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment, and Seller agrees not with a view to delay/extend the date distribution or sale of any of the Closing Collateral. Upon any sale or other disposition pursuant to this Security Agreement, the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral or portion thereof so sold or disposed of and all proceeds thereof shall, as set forth in ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ promptly transmitted to the Credit Agent for allocation to the Secured Parties in accordance with this Section 7.A.the Credit Agreement. Each purchaser at any such sale or other disposition shall hold the Collateral free from any claim or right of whatever kind, Purchaser shallincluding any equity or right of redemption of the Company, if Seller is willing and the Company specifically waives (to closethe extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The Collateral Agent shall give the Company only such notice and shall publish such notice as may be required by the Illinois Uniform Commercial Code or by other applicable law of the intention to pay interest make any such public or private sale or sale at broker's board or on a securities exchange. Any such public sale shall be held at such time or times within the original Total Purchase Price ordinary business hours and at a rate equal such place or places permitted by the Illinois Uniform Commercial Code. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent may adjourn any public or private sale or cause the same to 18% per annum be adjourned from time to time by announcement at the date on time and place fixed for the sale, and such sale may be made at any time or place to which the Closing was originally scheduled to occur to and including same may be so adjourned. In case of any sale of all or any part of the date Collateral on credit or for future delivery (the terms of which the Closing actually occurs. Further, all prorations shall be made approved by the Required Lenders), (i) the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, (ii) none of the Secured Parties shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and (iii) in case of any such failure, such Collateral may again be sold as provided herein. Nothing contained in this Security Agreement shall prohibit any Lenders from purchasing the Collateral at such sale. (c) The Company hereby appoints the Collateral Agent as the Company's attorney-in-fact, effective as of the date of any Unmatured Default (and during the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend continuance thereof) for the date purpose of taking all actions on behalf of the Closing beyond the time set forth in this Agreement Company contemplated or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default required under the terms of the Acknowledgement Agreements with respect to Pledged Servicing and provisions executing any instruments which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the deposit(s) paid generality of the foregoing, the Collateral Agent shall have the right and agreed power to be paid receive, endorse and collect all checks made payable to the order of the Company representing any payment on account of the principal of or interest on any of the Mortgage Loans covered by Purchaser shall be retained by such Pledged Servicing or on account of the terms of the Servicing Agreements governing such Pledged Servicing and to give full discharge for the account of Seller as liquidated damages and not as a penaltysame. Furthermore, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided notwithstanding anything herein to the contrary), with respect to any Collateral covered by an executed Acknowledgement Agreement, the Collateral Agent is authorized to carry out and comply with, and the Company approves and acknowledges, all requirements regarding such a sale set forth therein or (2) Purchaser can elect as may otherwise be imposed by the counterparty to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges such an Acknowledgement Agreement and agrees that such a sale in accordance with the remedies requirements of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesan Acknowledgement Agreement is commercially reasonable.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date 18.1 The occurrence of any one of the Closing in accordance with following shall be deemed a Material Default by Licensee under this Section 7.A., Purchaser shall, if Seller is willing Agreement: 18.1.1 Failure by Licensee to close, be pay any fee or other sum required to pay interest on be paid under the original Total Purchase Price at terms of this Agreement and such default continues for a rate equal period of ten (10) days after written notice thereof to 18% per annum Licensee; 18.1.2 Failure by Licensee to perform or observe any other term, condition, covenant, obligation or provision of this Agreement and such default continues for a period of thirty (30) days after written notice thereof from GTE (provided that if such default is not curable within such thirty (30) day period, the date on period will be extended if Licensee commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure); 18.1.3 The filing of any tax or mechanic's lien against GTE's poles which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as is not bonded or discharged within thirty (30) days of the date the Closing was originally scheduled. Nothing Licensee receives notice that such lien has been filed; 18.1.4 Licensee's voluntary or involuntary bankruptcy; 18.1.5 Licensee's knowing use or maintenance of its Attachments in this Agreementviolation of any law or regulation, however, shall require Seller to delay/extend the date or in aid of any unlawful act or undertaking; 18.1.6 If any authorization which may be required of the Closing beyond Licensee by any governmental or private authority for the time placement, operation or maintenance of Licensee's Attachments is denied or revoked. 18.2 In the event of a Material Default, GTE, without any further notice to the Licensee (except where expressly provided for below or required by applicable law) may do any one or more of the following: 18.2.1 Perform, on behalf and at the expense of Licensee, any obligation of Licensee under this Agreement which Licensee has failed to perform and of which GTE shall have given Licensee notice, the cost of which performance shall be paid by Licensee to GTE upon demand; 18.2.2 Terminate this Agreement by giving notice of such termination to Licensee and remove Licensee's Attachments and store them in a public warehouse or elsewhere at the expense of and for the account of Licensee without GTE being deemed guilty of trespass or conversion, and without GTE becoming liable for any loss or damages to Licensee occasioned thereby; or 18.2.3 Exercise any other legal or equitable right or remedy which GTE may have. 18.3 Any costs and expenses incurred by GTE (including, without limitation, reasonable attorneys' fees) in enforcing this Agreement shall be repaid to GTE by Licensee upon demand. 18.4 Upon termination of this Agreement by GTE because of a material default by Licensee, Licensee shall remain liable to GTE for any and all fees, other payments and damages which may be due or sustained prior to such termination, all reasonable costs, fees and expenses, including, without limitation, reasonable attorneys' fees incurred by GTE in pursuit of its remedies hereunder, and additional liquidated damages which shall be an amount equal to one full year of Pole Attachment fees. 18.5 All rights and remedies of each party set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained cumulative and none shall exclude any other right or remedy, now or hereafter allowed by or for the account available under any statute, ordinance, rule of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)court, or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderthe common law, either at law or in equity, or both. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser Section 24.01. The occurrence of any one or more of the following events shall, at Landlord's option, constitute an event of default of this Lease: (a) if Tenant shall fail to pay any Rental or other sums payable by Tenant hereunder within 10 days of written notice thereof from Landlord (provided, however, if such event of default shall occur more than once in every 6 months period, Landlord shall not be required to provide any written notice of default and an event of default shall occur as and when such Rental or other sums becomes due and payable); (b) if Tenant shall fail to perform or observe any other term hereof or any of the Rules and Regulations and such failure shall continue for more than 30 days after notice thereof from Landlord; (c) if Tenant fails to close take occupancy within 30 days following substantial completion; (d) if Tenant deserts or vacates any substantial portion of the Premises; (e) if any petition is filed by or against Tenant or any guarantor of Tenant's obligations under this transaction Lease under any section or chapter of the present or any future Federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof; (f) if Tenant or any guarantor of Tenant's obligations under this Lease becomes insolvent or makes a transfer in fraud of creditors; (g) if Tenant or any guarantor of this Lease makes an assignment for the time established benefit of creditors; or (h) if a receiver, custodian, or trustee is appointed for reasons other than Seller’s default Tenant or delay, and Seller agrees to delay/extend for any of the assets of Tenant which appointment is not vacated within 30 days of the date of such appointment. Section 24.02. If an event of default occurs, at any time thereafter Landlord may do one or more of the Closing following without any additional notice or demand: (a) Terminate this Lease, in accordance with which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may, without notice and without prejudice to any other remedy Landlord may have, enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefor; and Tenant shall be liable to Landlord for all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Premises or otherwise, including any loss of Rental for the remainder of the Term. Any such loss of Rental shall be offset by any Rental received by Landlord as a result of reletting the Premises during the remainder of the Term. (b) Terminate this Section 7.A.Lease, Purchaser shallin which event Tenant's event of default shall be considered a total breach of Tenant's obligations under this Lease and Tenant immediately shall become liable for such damages for such breach amount, if Seller is willing equal to closethe total of: (1) the costs of recovering the Premises; (2) the unpaid Rental earned as of the date of termination, be required to pay plus interest on the original Total Purchase Price thereon at a rate equal to 18% per annum from the due date on equal to 5% percent over the Prime Rate; provided, however, that such interest shall never exceed the Highest Lawful Rate; (3) the amount of the excess of (i) the total Rental and other benefits which Landlord would have received under the Closing was originally scheduled to occur to and including Lease for the date on which remainder of the Closing actually occurs. FurtherTerm, at the rates then in effect, together with all prorations shall be made other expenses occurred by Landlord in connection with Tenant's default, over (ii) the Fair Market Rate of the balance of the Term as of the date time of such breach, which excess shall be discounted at the Closing was originally scheduled. Nothing rate of 8% per annum to the then present value; and (4) all other sums of money and damages owing by Tenant and Landlord. (c) Enter upon and take possession of the Premises as Tenant's agent without terminating this Lease and without being liable to prosecution or any claim for damages therefor, and Landlord may relet the Premises as Tenant's agent and receive the Rental therefor, in this Agreementwhich event Tenant shall pay to Landlord on demand the cost of renovating, repairing, and altering the Premises for a new Tenant or Tenants and any deficiency that may arise by reason of such reletting; provided, however, that Landlord shall require Seller have no duty to delay/extend relet the date Premises and Landlord's failure to relet the Premises shall not release or affect Tenant's liability for Rental or for damages. (d) Do whatever Tenant is obligated to do under this Lease and may enter the Premises without being liable to prosecution or any claim for damages therefor, to accomplish this purpose. Tenant shall reimburse Landlord immediately upon demand for any expenses which Landlord incurs in thus effecting compliance with this Lease on Tenant's behalf, and Landlord shall not be liable for any damages suffered by Tenant from such action, whether caused by the negligence of Landlord or otherwise. Section 24.03. No act or thing done by Landlord or its agents during the Term shall constitute an acceptance of an attempted surrender of the Closing beyond Premises, and no agreement to accept a surrender of the time set forth in Premises or to terminate this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser Lease shall be retained valid unless made in writing and signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute an election by Landlord to terminate this Lease, unless a written notice of such intention is given to Tenant. Notwithstanding any such reletting or re-entry or taking possession, Landlord may at any time thereafter terminate this Lease for the account a previous default. Landlord's acceptance of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the Rental following an event of default by Purchaser would hereunder shall not be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, construed as the parties’ reasonable estimate a waiver of Seller’s liquidated damages in the such event of a default. No waiver by Landlord of any breach of this Agreement Lease shall constitute a waiver of any other violation or breach of any time of the terms hereof. Forbearance by PurchaserLandlord to enforce one or more of the remedies herein provided upon a breach hereof shall not constitute a waiver of any other breach of the Lease. C. If Seller defaults Section 24.04. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing and signed by Landlord. Nor shall any custom or practice which may evolve between the parties in the administration of the terms of this Lease be construed to waive or lessen Landlord's right to insist upon strict performance of the terms of this Agreement, Purchaser will give Seller 20 days’ notice Lease. The rights granted to Landlord in this Lease shall be cumulative of defaultevery other right or remedy which Landlord may otherwise have at law or in equity or by statue, and if Seller has the exercise of one or more rights or remedies shall not cured within such period, then as Purchaser’s sole prejudice or impair the current or subsequent exercise of other rights or remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails (a) In addition to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date any Events of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time Default set forth in any other Loan Documents, any of the following events or conditions shall constitute an “Event of Default”: (i) if legal or equitable title to, or any interest in, the Premises sold or transferred in whole or in part, or if any rentals from the Premises are assigned to anyone while this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails Mortgage shall remain a lien thereon; (ii) failure of Mortgagor to perform or comply with the terms of any lease of the Premises or any part thereof; or (iii) default by Mortgagor under any mortgage affecting any part of the Premises which is, or is claimed to be, superior in lien to this Agreement within Mortgage; (b) Mortgagee, at its sole election, may declare all or any part of any Indebtedness not payable on demand to be immediately due and payable without demand or notice of any kind upon the time specified happening of any Event of Default. The provisions of this paragraph are not intended in any way to affect any rights of Mortgagee with respect to any Indebtedness which may now or hereafter be payable on demand; (including c) Upon the occurrence of an Event of Default, whether or not foreclosure proceedings have been instituted, Mortgagor shall, upon demand, surrender possession of the Premises to Mortgagee. If Mortgagor remains in possession of the Premises after the happening of an Event of Default, the possession shall be as tenant of Mortgagee and Mortgagor agrees to pay in advance upon demand to Mortgagee a reasonable monthly rental for the Premises or portion so occupied. Mortgagee may dispossess, by summary proceedings or otherwise, any tenant or Mortgagor defaulting in the payment of all depositsrent. If a receiver is appointed, this covenant shall inure to the benefit of such receiver. Notwithstanding any provision of law to the contrary, Mortgagee may, at its option, foreclose this Mortgage subject to the rights of tenants of the Premises which are subordinate to the lien of this Mortgage; (d) The holder of this Mortgage, in any action to foreclose it, shall be entitled to the appointment of a receiver; (e) If the Indebtedness shall exceed the amount secured by this Mortgage, or otherwise becomes as evidenced by a combination of instruments that singularly or in default under the terms and provisions part collectively may be less than said secured amount but combined exceed said secured amount, Mortgagee, in any foreclosure hereof, shall have the deposit(s) paid right to ▇▇▇ and agreed to be paid by Purchaser shall be retained by or collect the excess in the same action as commenced for the account foreclosure hereof, and recover a money judgment for said excess with all the rights attendant thereto, including, without limitation, the issuance of Seller as liquidated damages an execution to the Sheriff for collection thereof, and not as Mortgagor hereby waives any defense based upon a penaltyclaim that in doing so, consideration Mortgagee is splitting its cause of action if it seeks to foreclose this Mortgage for part of the execution of this Agreement Indebtedness and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in recover at law for another part; (f) In the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing foreclosure of this AgreementMortgage, the parties acknowledge that Premises may, at the deposit(s) paid and agreed to option of Mortgagee, be paid by Purchasersold in one or more parcels, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate notwithstanding any provision of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein law to the contrary); (g) Upon the happening of an Event of Default, Mortgagee may pursue, take or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each refrain from pursuing any remedy for collection of the parties acknowledges Indebtedness, including an action to foreclose this Mortgage or to sell the Premises or any part thereof pursuant to procedures provided by applicable law. Any reference in this Mortgage to an action or right of Mortgagee in regard to or in connection with a foreclosure or a foreclosure proceeding shall be deemed to include a sale and/or proceeding under this subsection; and (h) Upon the happening of an Event of Default, Mortgagee may exercise its rights of enforcement with respect to the Fixtures and agrees that Personal Property under the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesUCC.

Default and Remedies. A. If Purchaser fails to close this transaction 11.1 In the event of default in the time established for reasons other than Seller’s payment of rent or any installment thereof, whether the same be demanded or not, or if the LESSEE shall commit or suffer any waste to be committed in or upon said premises, or if default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as by LESSEE in the performance or observance of any other covenant or agreement or condition of this lease, or if LESSEE shall be dispossessed, or if LESSEE shall at any time make general assignment for the benefit of creditors, or if LESSEE shall make an insolvent assignment, or if LESSEE shall file a voluntary petition in bankruptcy or be adjudged a bankrupt, and in the event that such default or condition, or any of them, shall exist for a period of ten (10) days, then LESSOR may give LESSEE written notice of such default. Said notice shall be deemed delivered when made pursuant to the terms of Article 12 hereof. 11.2 In the event the default or defaults are not cured in their entirety within thirty (30) days after the delivery of said notice, then LESSOR, its successor or assigns, may reenter the demised property and take and hold full and complete possession thereof without such reentry working a forfeiture of the date rents to be paid or the Closing was originally scheduledcovenants to be performed. Nothing in this AgreementThereafter, LESSOR may recover from LESSEE such damages as LESSOR may have suffered by reason of such default, together with attorneys' fees and other costs. LESSOR agrees, however, shall require Seller to delay/extend take all reasonable steps to minimize the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that timedamages. B. If Purchaser fails to perform this Agreement 11.3 In the event the above default or defaults are not cured within the time specified thirty (including payment 30) day period, LESSOR may, also at its option, without any further notice, reenter the demised premises and cancel and terminate this lease. 11.4 LESSEE expressly waives any notice of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed proceedings required by law to be paid given or taken preliminary to reentry by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages LESSOR in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, save and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesthirty (30) day notice hereinabove described.

Default and Remedies. A. If Purchaser fails to close rent, or any other charge payable by Tenant under this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend Lease shall be unpaid on the date of the Closing in accordance with this Section 7.A.payment is required, Purchaser shall, or if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser Tenant fails to perform any of the other terms, conditions, covenants and obligation of this Agreement Lease to be observed and performed by Tenant for more than fifteen (15) days after Owner gives Tenant notice of such default (it being agreed that a default other than the failure to pay money which is of such a character that the cure thereof reasonably requires longer than 15 days shall be deemed cured within said period if Tenant commences a cure within such 15 days and completes the same with due diligence), or if Tenant shall vacate or abandon the Premises (a failure, without Owner's written consent, to operate its business in the Premises for 20 consecutive days or more being conclusively deemed an abandonment), or suffer his Lease to be taken under any writ of exclusion, attachment or other process of law, then Owner shall have the following rights in addition to all its other rights or remedies: (a) Owner may, upon notice to Tenant, terminate this Lease and reenter the Premises and take possession of the Premises. No re-entry or taking possession of the Premises by Owner shall be construed as an election on its part to terminate this Lease unless a notice of such intention is given to Tenant (all other demands and notices of forfeiture or other similar notices being hereby expressly waived by Tenant). Upon the service of any such notice of termination, the term of this Lease shall automatically terminate. Should Owner at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises, reasonable attorneys fees, and the value at the time specified of such termination of any rent reserved in this Lease for the remainder of the term over the ten reasonable rental value of the Premises for the remainder of such term, all of which amount shall be immediately due and payable from Tenant to Owner. (including b) Owner may make such alterations and repairs as it shall determine may be reasonably necessary to relet the Premises and Owner may (but shall not be required to) relet the same or any part thereof upon such terms and conditions as Owner in its sole discretion may deem advisable. Upon any reletting, all rentals received by Owner from such reletting shall be applied as follows: first, to the payment of all deposits) any indebtedness other than rent or otherwise becomes other charges due under this Lease from Tenant to Owner; second, to the payment of any costs and expenses of such reletting, including brokerage fees, attorneys' fees, and costs of such alterations and repairs; and third, to the payment of rent and other charges due and unpaid hereunder. In no event shall Tenant be entitled to receive any surplus of any sums received by Owner on a reletting in default under excess of the terms rental and provisions hereof, the deposit(s) paid other charges payable hereunder. If such rentals and agreed other charges received from such reletting during any month are less than those to be paid during that month by Purchaser Tenant shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of pay any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible such deficiency to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by PurchaserOwner upon demand. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this In the event that the transaction in the time established for reasons other than Sellercontemplated herein is not closed and consummated because of Purchaser’s default failure or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails breach to perform this Agreement within its obligations hereunder, Seller shall retain the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller Deposit as agreed-upon liquidated damages and not as a penalty, consideration for it being otherwise difficult or impossible to estimate Seller’s actual damages, and which liquidated damages shall be in lieu of any other damages or the execution of right to specific performance, and, upon such event, this Agreement shall terminate and in full settlement be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any claimsfurther rights, whereupon remedies, duties, liabilities or obligations to the other hereunder. Seller hereby waives any right to specific performance, injunctive relief or any other relief to cause Purchaser to perform its obligations under this Agreement, and Seller shall be relieved hereby waives any right to damages in excess of all obligations under said liquidated damages occasioned by Purchaser’s breach of this Agreement. Seller and Purchaser have agreed acknowledge that Seller’s it is impossible to estimate the actual damages Seller would suffer from Purchaser’s breach hereof, but that the liquidated damages provided herein represent a reasonable pre-estimate of such damages and Seller and Purchaser therefor intend to provide for liquidated damages as herein specified, and that the agreed-upon liquidated damages are not punitive or penalties and are just, fair and reasonable, all in accordance with O.C.G.A. § 13-6-7. B. In the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid transaction contemplated herein is not closed and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate consummated because of Seller’s liquidated damages in the event failure or breach to perform its obligations hereunder or because of a breach by Seller of any of the representations and warranties made herein by Seller, Purchaser shall have the right only (i) to terminate this Agreement by Purchaser. C. If giving notice thereof to Seller, and upon receipt of such notice Seller defaults in shall return the Deposit to Purchaser and thereafter this Agreement shall terminate and be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any further rights, remedies, duties, liabilities or obligations to the others hereunder, or (ii) to ▇▇▇ Seller for specific performance of its obligations under this Agreement; which remedies specified in (i) and (ii) shall be in lieu of any other rights or remedies for Purchaser, including, without limitation, any right or claim for damages. If Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate consummates the transaction contemplated in this Agreement and it shall be conclusively deemed to receive a return have waived any breach by Seller of the deposit(s) paid any covenant, representation or warranty under this Agreement to date, whereupon both parties (but not under any of the documents executed at Closing which shall be released from any further obligations hereunder (except as may be specifically provided herein continue in accordance with their terms) which the Purchaser knew existed prior to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderClosing. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails 21.1 In the event: (a) Tenant shall at any time fall to close pay any item of Rent when due and such failure continues for a period of ten (10) days after Tenant’s receipt of notice that Tenant failed to pay the amount when due; provided, however, Landlord shall not be obligated to notify Tenant of Tenant’s failure to pay any item of Rent due under this transaction in Lease more than once during any twelve (12) month period during the time established Term; or (b) Tenant shall fail to keep, perform or observe any other covenant, agreement, condition or undertaking hereunder and shall fall to remedy such default within ten (10) days after written notice thereof to Tenant; or if such default is one that will take longer than ten (10) days to remedy, Tenant falls to commence curing such default within ten (10) days and/or falls diligently to pursue such cure to completion; or (c) The Premises shall be vacated by Tenant for reasons other than Seller’s default any period for which Tenant has not paid its Rent; Landlord shall have the right, without further notice to or delaydemand, to re-enter and take exclusive possession of the Premises, with or without force or legal process, and Seller agrees to delay/extend refuse to allow Tenant to enter the same or have possession thereof; to change the locks on the doors to the Premises; take possession of any furniture or other property in or upon the Premises (Tenant hereby waiving the benefit of all exemptions by law), sell the same at public or private sale without notice and apply the proceeds thereof to the costs of sale, payment of damages and payment of the rent due under this Lease; and pursue any other remedy permitted by law all without being liable to Tenant for any damages or to any prosecution therefor. Additionally, Landlord, at Landlord’s election may: (a) act as agent of Tenant to relet the Premises for the balance of the Lease Term or for a shorter or longer term and receive the rents therefor, applying them first to the payment of damages suffered to the Premises and rents due and to become due under this Lease, Tenant remaining liable for and hereby agreeing to pay Landlord any deficiency; or (b) cancel and terminate the remaining Term of this Lease, re-enter and take possession of the Premises free of this Lease and thereafter this Lease shall be null and void and the rents in such case shall be apportioned and paid on and up to the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurssuch entry. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon Thereafter both parties shall be released and relieved from any further of any and all obligations hereunder thereafter to accrue hereunder. Tenant shall be liable for all loss and damage resulting from such breach or default; or (except c) treat such default as may an anticipatory breach of this Lease and, as liquidated damages for such default, be specifically provided herein entitled to the contrary)difference, or if any, between the sum which, at the time of such termination for anticipatory breach represents the then present worth (2computed at seven percent per year) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges excess aggregate rents and agrees additional rents payable hereunder that would have accrued over the balance of the Lease Term including extensions, had such Term not been prematurely terminated, over the aggregate market rental value of the Premises over the Term (including extensions) that the remedies Lease would have run had it not been prematurely terminated. The foregoing provisions override and control any conflicting provisions of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each Section 93.002 of the parties and that such remedies take into account the peculiar expenses and risks Texas Property Code of each of the parties1990, as well as any successor statute. TO THE EXTENT, AND ONLY IN THE CIRCUMSTANCES REQUIRED BY TEXAS LAW, LANDLORD SHALL USE OBJECTIVELY REASONABLE EFFORTS TO RELET THE PREMISES AFTER AN EVENT OF DEFAULT AND THE TERMINATION OF TENANT’S RIGHT TO POSSESSION OF THE PREMISES (INCLUDING, WITHOUT LIMITATION, SUCH CONCESSIONS AND FREE RENT AS LANDLORD DEEMS NECESSARY OR DESIRABLE); PROVIDED, HOWEVER, THAT TENANT EXPRESSLY AGREES THAT LANDLORD MAY OFFER ALL OR ANY PART OF THE PREMISES FOR ANY PERIOD, TO ANY TENANT AND FOR ANY USE WHICH LANDLORD MAY ELECT, AND THAT LANDLORD MAY OFFER FOR LEASE ANY VACANT SPACE IN THE BUILDING (OR IN OTHER BUILDINGS OWNED BY LANDLORD OR LANDLORD’S AFFILIATES) BEFORE OFFERING THE PREMISES FOR LEASE. TENANT FURTHER AGREES THAT IF WITHIN THIRTY (30) DAYS AFTER TERMINATION OF TENANT’S RIGHT TO POSSESSION OF THE PREMISES, LANDLORD PLACES A “FOR LEASE” SIGN AT THE PREMISES, OR LANDLORD ENTERS INTO A LISTING AGREEMENT WITH A REAL ESTATE AGENT FOR THE LEASE OF THE PREMISES, OR LANDLORD ADVERTISES THE LEASED PREMISES FOR LEASE IN THE AUSTIN-AMERICAN STATESMAN (OR OTHER NEWSPAPER WITH A GENERAL CIRCULATION IN AUSTIN, TEXAS) AT LEAST ONCE PER MONTH, AND LANDLORD SHOWS THE PREMISES TO PROSPECTIVE TENANTS WHO REQUEST TO SEE THE PREMISES, LANDLORD CONCLUSIVELY SHALL BE DEEMED TO HAVE USED OBJECTIVELY REASONABLE EFFORTS TO RELET THE PREMISES AND TO HAVE FULFILLED ANY OBLIGATION TO MITIGATE DAMAGES BY REASON OF TENANT’S DEFAULT. TENANT ACKNOWLEDGES AND AGREES THAT LANDLORD SHALL NOT BE REQUIRED TO ACCEPT ANY TENANT WHICH TENANT MAY SUGGEST TO LANDLORD, AND THAT LANDLORD MAY UTILIZE IN RELETTING THE PREMISES THE SAME UNDERWRITING STANDARDS, AND STANDARDS OF REPUTATION IN THE COMMUNITY, WHICH LANDLORD APPLIES GENERALLY IN LEASING SPACE WITHIN THE BUILDING. TENANT FURTHER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LANDLORD CONSIDERS MANY FACTORS IN THE SELECTION OF TENANTS, INCLUDING WITHOUT LIMITATION, EXCLUSIVITY PROVISIONS IN EXISTING LEASES AND RESTRICTIVE COVENANTS, THE BALANCE OF USES WITHIN THE BUILDING, THE TENANT MIX WITHIN THE BUILDING, AND THE REPUTATION AND LOCAL, REGIONAL, OR NATIONAL NAME RECOGNITION AND CREDIT STANDING OF PROSPECTIVE TENANTS.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default (a) The occurrence of any one or delay, and Seller agrees to delay/extend the date more of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at following events shall constitute a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to material default and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement Sublease by Purchaser.Sublessee: C. If Seller defaults in (i) The failure by Sublessee to make any payment of rent or any other payment required to be made by Sublessee hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by Sublessor to Sublessee; (ii) The abandonment (but not vacation of the performance Subleased Premises provided Sublessee continue to timely pay all rent due hereunder) of the Subleased Premises by Sublessee; (iii) The failure by Sublessee to observe or perform any of the covenants, conditions or provisions of this AgreementSublease to be observed or performed by Sublessee, Purchaser will give Seller 20 days’ where such failure shall continue for a period of twenty (20) days after written notice thereof by Sublessor to Sublessee. If the nature of default, and if Seller has such default is such that the same cannot be reasonably cured within such twenty (20) day period, then as Purchaser’s sole remediesSublessee shall not be deemed to be in default hereunder if Sublessee shall within such period commence such cure and thereafter diligently prosecute the same to completion, Purchaser may elect either (1) to cancel provided Master Landlord has not declared a material default and terminate this Agreement and to receive a return breach of the deposit(sMaster Lease as a result of Sublessee's failure to cure such default; (iv) paid under this Agreement The making by Sublessee of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Sublessee of a petition to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)have Sublessee adjudged a bankrupt, or a petition for reorganization or arrangement under any law, now existing or hereafter amended or enacted, relating to bankruptcy or insolvency (2) Purchaser can elect to seek specific performance unless, in the case of Seller’s obligations hereunder. D. Each a petition filed against Sublessee, Sublessee has not consented to, or admitted the material allegation of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.said petition is dismissed within thirty

Default and Remedies. A. If Purchaser fails a. In addition to close the items of Default that Sublessee is subject to under the Master Lease, the following events shall constitute a Default of this transaction Sublease: (i) The Minimum Rent, Additional Rent or any other rent or any part thereof is at anytime in arrears and unpaid for three (3) business days after written notice that the time established for reasons same is past due hereunder; (ii) Sublessee has failed to keep and perform any of the other than Seller’s default covenants and agreements on its part to be kept and performed under this Sublease or delayas required by this Sublease under the Master Lease which constitute defaults under the Master Lease, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreementsuch failure has not been cured within thirty (30) days after written notice thereof by Sublessor; provided, however, that if the nature of Sublessee’s obligation is such that more than 30 days are required for its performance, then Sublessee shall require Seller not be deemed to delay/extend be in Default if it commences performance within the date 30 day period and thereafter diligently pursues the cure to completion; (iii) Sublessee abandons the Premises during the Term thereof; b. Upon the occurrence of any one or more of the Closing beyond above events constituting a Default of this Sublease, or any other Default of the Master Lease, if the Sublessee is required by the terms of this Sublease, to observe, keep and perform said covenants under the Master Lease, Sublessor, at its option, may do any one or more or all of the following: (i) Subject to applicable law, declare the balance of all Rent and all amounts due hereunder immediately due and payable, and upon such declaration such accelerated Rent plus the aggregate amount of any installments of Rent and other sums then accrued and unpaid shall be due and payable immediately; (ii) Terminate this Sublease and re-enter the Premises and again have, repossess and enjoy the same with all the improvements then located thereon as if this Sublease had not been made, in which event, this Sublease and everything herein contained on the part of the Sublessor to be kept and performed shall cease and be utterly void, without prejudice, however, to the Sublessor’s right of action for arrears of rent and breach of covenant; and/or (iii) Re-let the Premises on such terms as Sublessor may from time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that timetime elect and apply the net proceeds toward the Sublessee’s obligations hereunder, without prejudice, however, to Sublessor’s right of action for arrears of rent and breach of covenant. B. If Purchaser fails to perform this Agreement within c. Sublessee shall pay and indemnify Sublessor against all legal costs and charges, including counsel fees lawfully and reasonably incurred in obtaining possession of the time specified (including payment Premises after a default of all deposits) Sublessee or otherwise becomes in after Sublessee’s default under the terms and provisions hereofMaster Lease or in surrendering possession of the Premises upon expiration or earlier termination of the term of the Sublease, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution enforcing any covenant of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by PurchaserSublease. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close ‌ 14.1 Upon the expiration of any cure periods contemplated in Section 14.2, the following shall be considered events of default under this transaction Agreement: (a) the Proponent has, in the time established for reasons opinion of the City, acting reasonably, failed to proceed with the implementation, construction and/or the operation of the Project in a timely manner, except where such failure is due to causes which, in the opinion of the City, acting reasonably, are beyond the control of the Proponent; (b) the Proponent has failed to provide the City the Start of Construction Affidavit within XXXX (XX) days of execution of this Agreement; (c) the Proponent has failed to achieve Substantial Completion of the Project by XXXXXXX, or such other than Seller’s default or delay, and Seller agrees to delay/extend date which is three months after the date of contemplated by Subsection 7.1(b) as such date may be extended from time to time; (d) the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing Proponent ceases to close, be required construct and/or operate the Project pursuant to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereofconditions of this Agreement; (e) if in the opinion of the City, acting reasonably, the deposit(s) paid Proponent knows or ought reasonably to have known at Initial Occupancy that a Unit is being provided to a tenant whose Household Income exceeds the Initial Income Limit or that the household composition has been misrepresented or has not been verified on Initial Occupancy as set out in Section 7,1 hereof and agreed such violation is part of a consistent and persistent series of several and material violations over time such that the Proponent has failed to be paid by Purchaser shall be retained by or consistently operate the Project principally for the account purposes of Seller Affordable Housing as liquidated damages and not as a penaltyrequired by the provisions of this Agreement; (f) the Proponent knows or ought reasonably to have known in the opinion of the City, consideration acting reasonably that the average Monthly Occupancy Costs for the execution Project exceed XX% of Average Market Rent, or that the average Monthly Occupancy Costs for any one Unit exceed 100% of Average Market Rent; (g) the Proponent has breached Article 6, 8 and 9 in whole or in part of this Agreement and in full settlement Agreement; (h) an order is made or resolution is passed for the winding up or dissolution of the Proponent, or the Proponent is dissolved; (i) the Proponent becomes bankrupt or insolvent or takes the benefit of any claimslegislation now or hereafter in force for bankrupt or insolvent debtors or fails under any proposal or makes any assignment for creditors or any arrangement or compromise; (j) a receiver or receiver-manager is appointed for the Project by a creditor; or (k) there is, whereupon Purchaser in the opinion of the City, acting reasonably, a material adverse change in risk in the Proponent’s ability to carry out its roles and Seller shall be relieved of all obligations responsibilities under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in Agreement with respect to the implementation and/or the operation of the Project. 14.2 If there is an event of default by Purchaser would be extremely difficult the Proponent that is continuing, and the default has not been remedied within thirty (30) days of receipt by the Proponent of written Notice of an event of default or impossible to determine. Therefore, by signing this Agreementwithin such longer period as is required and the City may allow, the parties acknowledge that City may, in its absolute discretion, without restricting any remedies otherwise available: (a) require repayment of the deposit(sremaining, unforgiven balance of the Principal Amount; (b) paid require the Proponent to provide additional information or documents to the City; (c) rescind the tax exemption by-law passed with respect to the Project; (d) correct the breach itself or by retaining a third party and agreed the reasonable cost of so doing shall be payable forthwith by the Proponent to the City and may be paid retained from any unpaid portion of the funding being provided pursuant to this Agreement or may be recovered in any court of competent jurisdiction as a debt due to the City; (e) terminate the Agreement by Purchaser, with all accrued interest thereon, is giving written notice to the Proponent; (aref) agreed upon, after negotiation, as enforce its rights pursuant to the parties’ reasonable estimate of Seller’s liquidated damages City Charge; and/or (g) seek any additional remedy available to the City at law or in equity. 14.3 For the event of a breach purposes of this Agreement by PurchaserSection, the Proponent will be found to have remedied the default if, for the purposes of Subsection 14.1(e), the Proponent submits a plan satisfactory to the Director, Housing Stability Services attempting to prevent future defaults. C. 14.4 If Seller defaults in the performance City gives the Proponent written Notice of this Agreement, Purchaser will give Seller 20 days’ notice an event of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser the City may elect either (1) to cancel and terminate this Agreement and to receive a return suspend the provision of the deposit(s) paid any further City Benefits under this Agreement until the breach is remedied. 14.5 Upon providing a notice of termination, the City shall have no obligation to date, whereupon both parties make any further advances to the Proponent. 14.6 All rights and remedies of the City under this Agreement shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereundercumulative and not alternative. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser 21.1 In the event: (a) Tenant shall at any time fail to pay any item of Rent when due and such failure continues for a period of ten (10) days after Tenant’s receipt of notice that Tenant failed to pay the amount when due; provided, however, Landlord shall not be obligated to notify Tenant of Tenant’s failure to pay any item of Rent due under this Lease more than once during any twelve (12) month period during the Term; or (b) Tenant shall fall to keep, perform or observe any other covenant, agreement, condition or undertaking hereunder and shall fail to remedy such default within ten (10) days after written notice thereof to Tenant; or if such default is one that will take longer than ten (10) days to remedy. Tenant fails to close this transaction in commence curing such default within ten (10) days and/or fails diligently to pursue such cure to completion; or (c) The Premises shall be vacated by Tenant for any period for which Tenant has not paid its Rent; Landlord shall have the time established for reasons other than Seller’s default right, without further notice to or delaydemand, to re-enter and take exclusive possession of the Premises, with or without force or legal process, and Seller agrees to delay/extend refuse to allow Tenant to enter the same or have possession thereof; to change the locks on the doors to the Premises, take possession of any furniture or other property in or upon the Premises (Tenant hereby waiving the benefit of all exemptions by law), sell the same at public or private sale without notice and apply the proceeds thereof to the costs of sale, payment of damages and payment of the rent due under this Lease; and pursue any other remedy permitted by law all without being liable to Tenant for any damages or to any prosecution therefor. Additionally, Landlord, at Landlord’s election may: (a) act as agent of Tenant to relet the Premises for the balance of the Lease Term or for a shorter or longer term and receive the rents therefor, applying them first to the payment of damages suffered to the Premises and rents due and to become due under this Lease, Tenant remaining liable for and hereby agreeing to pay Landlord any deficiency; or (b) cancel and terminate the remaining Term of this Lease, re-enter and take possession of the Premises free of this Lease and thereafter this Lease shall be null and void and the rents in such case shall be apportioned and paid on and up to the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurssuch entry. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon Thereafter both parties shall be released and relieved from any further of any and all obligations hereunder thereafter to accrue hereunder. Tenant shall be liable for all loss and damage resulting from such breach or default; or (except c) treat such default as may an anticipatory breach of this Lease and, as liquidated damages for such default, be specifically provided herein entitled to the contrary)difference, or if any, between the sum which, at the time of such termination for anticipatory breach represents the then present worth (2computed at seven percent per year) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges excess aggregate rents and agrees additional rents payable hereunder that would have accrued over the balance of the Lease Term including extensions, had such Term not been prematurely terminated, over the aggregate market rental value of the Premises over the Term (including extensions) that the remedies Lease would have run had it not been prematurely terminated. The foregoing provisions override and control any conflicting provisions of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each Section 93.002 of the parties and that such remedies take into account the peculiar expenses and risks Texas Property Code of each of the parties1990, as well as any successor statute. TO THE EXTENT, AND ONLY IN THE CIRCUMSTANCES REQUIRED BY TEXAS LAW, LANDLORD SHALL USE OBJECTIVELY REASONABLE EFFORTS TO RELET THE PREMISES AFTER AN EVENT OF DEFAULT AND THE TERMINATION OF TENANT’S RIGHT TO POSSESSION OF THE PREMISES (INCLUDING, WITHOUT LIMITATION, SUCH CONCESSIONS AND FREE RENT AS LANDLORD DEEMS NECESSARY OR DESIRABLE); PROVIDED, HOWEVER, THAT TENANT EXPRESSLY AGREES THAT LANDLORD MAY OFFER ALL OR ANY PART OF THE PREMISES FOR ANY PERIOD, TO ANY TENANT AND FOR ANY USE WHICH LANDLORD MAY ELECT, AND THAT LANDLORD MAY OFFER FOR LEASE ANY VACANT SPACE IN THE BUILDING (OR IN OTHER BUILDINGS OWNED BY LANDLORD OR LANDLORD’S AFFILIATES) BEFORE OFFERING THE PREMISES FOR LEASE. TENANT FURTHER AGREES THAT IF WITHIN THIRTY (30) DAYS AFTER TERMINATION OF TENANT’S RIGHT TO POSSESSION OF THE PREMISES, LANDLORD PLACES A “FOR LEASE’ SIGN AT THE PREMISES, OR LANDLORD ENTERS INTO A LISTING AGREEMENT WITH A REAL ESTATE AGENT FOR THE LEASE OF THE PREMISES, OR LANDLORD ADVERTISES THE LEASED PREMISES FOR LEASE IN THE AUSTIN-AMERICAN STATESMAN (OR OTHER NEWSPAPER WITH A GENERAL CIRCULATION IN AUSTIN, TEXAS) AT LEAST ONCE PER MONTH, AND LANDLORD SHOWS THE PREMISES TO PROSPECTIVE TENANTS WHO REQUEST TO SEE THE PREMISES, LANDLORD CONCLUSIVELY SHALL BE DEEMED TO HAVE USED OBJECTIVELY REASONABLE EFFORTS TO RELET THE PREMISES AND TO HAVE FULFILLED ANY OBLIGATION TO MITIGATE DAMAGES BY REASON OF TENANT’S DEFAULT, TENANT ACKNOWLEDGES AND AGREES THAT LANDLORD SHALL NOT BE REQUIRED TO ACCEPT ANY TENANT WHICH TENANT MAY SUGGEST TO LANDLORD, AND THAT LANDLORD MAY UTILIZE IN RELETTING THE PREMISES THE SAME UNDERWRITING STANDARDS, AND STANDARDS OF REPUTATION IN THE COMMUNITY, WHICH LANDLORD APPLIES GENERALLY IN LEASING SPACE WITHIN THE BUILDING. TENANT FURTHER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LANDLORD CONSIDERS MANY FACTORS IN THE SELECTION OF TENANTS, INCLUDING WITHOUT LIMITATION, EXCLUSIVITY PROVISIONS IN EXISTING LEASES AND RESTRICTIVE COVENANTS, THE BALANCE OF USES WITHIN THE BUILDING, THE TENANT MIX WITHIN THE BUILDING, AND THE REPUTATION AND LOCAL, REGIONAL, OR NATIONAL NAME RECOGNITION AND CREDIT STANDING OF PROSPECTIVE TENANTS.

Default and Remedies. A. If Purchaser Lessee defaults in the payment of any sum of money to be paid under this Lease and such default continues for a period of ten (10) business days after written notice to Lessee of such default or if Lessee fails to close this transaction in the time established for reasons other than Seller’s default perform any material covenant or delaycondition required to be performed by Lessee, which failure shall not be remedied within ten (10) business days after notice thereof by Lessor to Lessee or if Lessee shall dissolve, make or commit any act of bankruptcy or if any proceeding under any bankruptcy or insolvency statute or any laws relating to relief of debtors is commenced by Lessee or if any such proceeding is commenced against Lessee and Seller agrees to delay/extend same shall not have been removed within thirty (30) days of the date of the Closing in accordance filing thereof or if a receiver, trustee or liquidator is appointed for Lessee or for all or a substantial part of Lessee’s assets with this Section 7.A., Purchaser shallLessee’s consent or, if Seller is willing to closewithout Lessee’s consent, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations same shall be made as not have been removed within thirty (30) days of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond appointment thereof or if an order, judgment or decree is entered by a court of competent jurisdiction and continues unpaid and in effect for any period of thirty (30) consecutive days without a stay of execution or if a writ of attachment or execution is levied on any car and is not discharged within ten (10) days thereafter, Lessor may exercise one or more of the following remedies with respect to the cars: 1. Immediately terminate this Lease and Lessee’s rights hereunder; 2. Require Lessee to return the cars to Lessor at Lessee’s expense, and if Lessee fails to so comply, Lessor may take possession of such cars without demand or notice and without court order or legal process. Lessee hereby waives any damages occasioned by such taking of possession; 3. Bring legal action to recover all rent or other amounts then accrued or thereafter accruing from Lessee to Lessor under any provision hereunder; 4. Pursue any other remedy which Lessor may have. Each remedy is cumulative and may be enforced separately or concurrently. In the event of default, Lessee shall pay to Lessor upon demand all damages, costs and expenses, including, but not limited to, cleaning charges, charges for repairing loss or damage to the cars that are Lessee’s responsibility under this Lease, and reasonable attorneys’ fee expended by Lessor in the enforcement of its rights and remedies hereunder, and Lessee shall pay interest on any amount owing to Lessor from the time set forth such amount becomes due hereunder at a rate of twelve percent (12%) per annum or, if not permitted to charge a rate of twelve percent (12%) per annum, the maximum rate permitted by applicable law. In addition, Lessee shall, without expense to Lessor, assist Lessor in this Agreement repossessing the cars and shall, for a reasonable time, if required, furnish suitable trackage space for the storage of the cars. Upon Lessor exercising any of the foregoing remedies, Lessor shall use commercially reasonable efforts to lease the cars to such persons, at such rental, and for such period of time as Lessor shall reasonably elect. Lessor shall apply the proceeds from such leasing, less all costs and expenses incurred in the recovery, repair, storage and renting of such cars, toward the payment of Lessee’s obligations hereunder. Lessee shall remain liable for any deficiency, which, at Lessor’s option, shall be paid monthly as suffered or prevent Seller from treating Purchaser immediately, or at the end of the Lease term as being in default if Purchaser fails to close within that time. B. damages for Lessee’s default. If Purchaser Lessee fails to perform this Agreement within the time specified any of its obligations hereunder, Lessor, at Lessee’s expense, and without waiving any rights it may have against Lessee for such nonperformance, may itself render such performance. Lessee shall reimburse Lessor on demand for all sums so paid by Lessor on Lessee’s behalf, together with interest at a rate of twelve percent (including payment 12%) per annum, or if not permitted to charge a rate of all depositstwelve percent (12%) or otherwise becomes in default under the terms and provisions hereofper annum, the deposit(s) paid and agreed to be paid maximum rate permitted by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserapplicable law. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations The following shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the an event of default by Purchaser would be extremely difficult Tenant: (i) failure to perform or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages observe any non-monetary covenant in the Lease, which failure is not cured within 10 days after notice of such default or (ii) failure to pay Rent or any sum of money hereunder when due. Upon the occurrence of an event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, Landlord, without notice to Tenant in any instance (Tenant hereby expressly waiving any notices or demand required by law), may do any one or more of the following without having forfeited the Lease: (i) perform, on behalf of and if Seller at the expense of Tenant, any obligation of Tenant under this Lease which Tenant has not cured within failed to perform; (ii) declare the entire amount of the Rent which would become due and payable during the remainder of the Term of this Lease to be due and payable immediately; (iii) re-enter the Demised Premises and may remove Tenant and all other persons and property from the Demised Premises, (iv) relet said Demised Premises or any part thereof upon any such period, then terms and conditions as Purchaser’s Landlord in its sole remedies, Purchaser discretion may elect either deem advisable; (1v) to cancel and terminate this Agreement Lease, upon written notice to Tenant; (vi) remove Tenant's property from the Demised Premises and store the same at Tenant’s expense and without Landlord being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby. Landlord may also sell such property at a public or private sale, with the proceeds being applied to receive the costs of sale and storage, Landlord’s reasonable attorney fees, amounts owed to Landlord under this Lease, and with any surplus paid to Tenant, in that order. Tenant waives any rights to re-enter the Demised Premises and any rights of redemption; (vii) exercise any other legal or equitable right or remedy it may have, which shall specifically include but not be limited to Landlord’s exercise without court proceeding of a return lien on any of Tenant’s property in the Demised Premises until cure of all events of default. No re-entry or commencement of any action for re-entry by Landlord shall be construed as an election to terminate this Lease nor to release Tenant from its obligations hereunder. Landlord and Tenant hereby mutually waive all rights to request a jury trial in any action, proceeding, or counterclaim arising out of this Lease. Tenant further waives any right to interpose any non-compulsory counterclaim, or to seek damages, other than injunctive relief, in relation to the reasonableness of Landlord’s discretion. In no event may Tenant recover any special, consequential, indirect or punitive damages against or from Landlord herein, including, without limitation, any damages for or relating to any lost profit or business income. If this Lease is terminated by Landlord after default by Tenant, Tenant nevertheless shall remain liable for all Rent which may be due or damages which may be sustained prior to such termination, and all reasonable costs, fees, and expenses, including attorney fees, incurred by Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy proceedings of Tenant or Tenant's guarantor (if applicable), and/or in connection with renting the Demised Premises to others from time to time, plus additional damages which shall be an amount equal to the present value of Rent, discounted at a rate of eight percent (8%), which would have become due during the remainder of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderTerm. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. a. If Purchaser fails any Fixed Rent is due and remains unpaid for ten (10) days after receipt of notice from Landlord, or if Tenant breaches any of the other covenants of this Lease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, Landlord shall then, as its sole legal remedy, but in addition to close its remedies in equity, if available, have the right to ▇▇▇ for rent, or to terminate this transaction Lease and re-enter the Leased Premises; but if Tenant shall pay said Fixed Rent within said ten (10) days, or in good faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then Tenant shall not be considered in default. Notwithstanding the time established for reasons other than Sellerforegoing, should Tenant be in default, after notice and expiration of the applicable cure period provided above in this Section (a), Landlord shall not be entitled to terminate this Lease and re-enter the Leased Premises as a result thereof if Tenant’s default shall not be deemed material, or delay, if Tenant’s failure to perform is the result of a good faith dispute as to Tenant’s obligation(s) under the terms of this Lease. b. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and Seller agrees if such failure continues for thirty (30) days after receipt of notice from Tenant (unless such breach cannot be cured in 30 days and Landlord has commenced action to delay/extend cure the breach and is diligently attempting to cure the breach but in no event greater than 90 days from the date of notice), Tenant shall have the Closing right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by ▇▇ ▇▇▇▇▇▇ Chase Bank (its successors and assigns), plus two percent (2%) until fully reimbursed. If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant, Tenant shall then have the right, in accordance addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with this Section 7.A.interest thereon at the so-called prime rate charged from time to time by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank (its successors and assigns), Purchaser shallplus two percent (2%) until fully reimbursed. If Landlord shall in good faith within said thirty (30) days commence to correct such breach, if Seller is willing and diligently proceed therewith to closecompletion, then Landlord shall not be required to pay interest considered in default. c. No delay on the original Total Purchase Price part of either party in enforcing any of the provisions of this Lease shall be considered as a waiver thereof. Any consent or approval granted by either party under this Lease must be in writing and shall not be deemed to waive or render unnecessary the obtaining of consent or approval with respect to any subsequent act or omission for which consent is required or sought. d. If Tenant shall fail to pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, such amounts shall bear interest at a the rate equal to 18% of six percent (6%) per annum from the date on which after the Closing was originally scheduled due date until paid. If Tenant shall fail to occur pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, Tenant shall pay to Landlord a late payment charge in the amount of One Hundred Twenty-Five and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement00/100 Dollars ($125.00) to cover Landlord’s additional administrative expenses necessitated by Tenant’s failure to make timely payment; provided, however, the aforesaid late payment charge shall require Seller be subject to delay/extend a six percent (6%) increase at the date beginning of the Closing beyond sixth (6th) year of the Term and at the beginning of each Extended Lease Term, if exercised. Landlord need not accept any payments past the due date therefor unless accompanied by the late payment charge. This provision for a late payment charge shall be in addition to all of Landlord’s other rights and remedies under this Lease or at law or in equity, and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. e. If Tenant shall at any time set forth fail to pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, or shall fail to perform or observe any covenant or condition contained in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within Lease, the time specified (including performance of which involves something more than merely the payment of all depositsmoney, then Landlord, after thirty (30) days written notice to Tenant (or otherwise becomes upon such shorter notice as may be reasonable in default under case of an emergency), and without waiving or releasing Tenant from any obligation and without being considered an election of remedies, may perform the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or same for the account of Seller as liquidated damages Tenant and not as a penalty, consideration for charge Tenant the execution of this Agreement and in full settlement actual cost of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiationsuch performance, as well as interest thereon at the parties’ reasonable estimate rate of Sellertwelve percent (12%) per annum form the date of Landlord’s liquidated damages in the event making of a breach of this Agreement by Purchasersuch payment. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date 17.1 The occurrence of any one of the Closing in accordance with following shall be deemed a Material Default by Licensee under this Section 7.A., Purchaser shall, if Seller is willing Agreement: 17.1.1 Failure by Licensee to close, be pay any fee or other sum required to pay interest on be paid under the original Total Purchase Price at terms of this Agreement and such default continues for a rate equal period of five (5) days after written notice thereof to 18% per annum Licensee; 17.1.2 Failure by Licensee to perform or observe any other term, condition, covenant, obligation or provision of this Agreement and such default continues for a period of thirty (30) days after written notice thereof from GTE (provided that if such default is not curable within such thirty (30) day period, the date on period will be extended if Licensee commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure); 17.1.3 The filing of any tax or mechanic's lien against any GTE conduit(s) which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as is not bonded or discharged within thirty (30) days of the date the Closing was originally scheduled. Nothing Licensee receives notice that such lien has been filed; 17.1.4 Licensee's voluntary or involuntary bankruptcy; 17.1.5 Licensee's knowing use or maintenance of Licensee's Facilities in this Agreementviolation of any law or regulation, however, shall require Seller to delay/extend the date or in aid of any unlawful act or undertaking; 17.1.6 If any authorization which may be required of the Closing beyond Licensee by any governmental or private authority for the time placement, operation or maintenance of Licensee's Facilities is denied or revoked. 17.2 In the event of a Material Default, GTE, without any further notice to the Licensee (except where expressly provided for below or required by applicable law) may do any one or more of the following: 17.2.1 Perform, on behalf and at the expense of Licensee, any obligation of Licensee under this Agreement which Licensee has failed to perform and of which GTE shall have given Licensee notice, the cost of which performance shall be paid by Licensee to GTE upon demand; 17.2.2 Terminate this Agreement by giving notice of such termination to Licensee and remove Licensee's Facilities and store them in a public warehouse or elsewhere at the expense of and for the account of Licensee without GTE being deemed guilty of trespass or conversion, and without GTE becoming liable for any loss or damages to Licensee occasioned thereby; or 17.2.3 Exercise any other legal or equitable right or remedy which GTE may have. 17.3 Any costs and expenses incurred by GTE (including, without limitation, reasonable attorneys' fees) in enforcing this Agreement shall be paid to GTE by Licensee upon demand. 17.4 Upon termination of this Agreement by GTE, Licensee shall remain liable to GTE for any and all fees, other payments and damages which may be due or sustained prior to such termination, all reasonable costs, fees and expenses, including, without limitation, reasonable attorneys' fees incurred by GTE in pursuit of its remedies hereunder, and additional liquidated damages which shall be an amount equal to one full year of Occupancy Fees. 17.5 All rights and remedies of GTE set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained cumulative and none shall exclude any other right or remedy, now or hereafter allowed by or for the account available under any statute, ordinance, rule of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)court, or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderthe common law, either at law or in equity, or both. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this In the event that the transaction in the time established for reasons other than Seller’s default contemplated herein is not closed and consummated because of Purchaser's failure or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails breach to perform this Agreement within its obligations hereunder, Seller shall retain the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller Deposit as agreed-upon liquidated damages and not as a penalty, consideration for it being otherwise difficult or impossible to estimate Seller's actual damages, and which liquidated damages shall be in lieu of any other damages or the execution of right to specific performance, and, upon such event, this Agreement shall terminate and in full settlement be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any claimsfurther rights, whereupon remedies, duties, liabilities or obligations to the other hereunder. Seller hereby waives any right to specific performance, injunctive relief or any other relief to cause Purchaser to perform its obligations under this Agreement, and Seller shall be relieved hereby waives any right to damages in excess of all obligations under said liquidated damages occasioned by Purchaser's breach of this Agreement. Seller and Purchaser have agreed acknowledge that Seller’s it is impossible to estimate the actual damages Seller would suffer from Purchaser's breach hereof, but that the liquidated damages provided herein represent a reasonable pre-estimate of such damages and Seller and Purchaser therefor intend to provide for liquidated damages as herein specified, and that the agreed-upon liquidated damages are not punitive or penalties and are just, fair and reasonable, all in accordance with O.C.G.A. ss. 13-6-7. B. In the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid transaction contemplated herein is not closed and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate consummated because of Seller’s liquidated damages in the event 's failure or breach to perform its obligations hereunder or because of a breach by Seller of any of the representations and warranties made herein by Seller, Purchaser shall have the right only (i) to terminate this Agreement by Purchaser. C. If giving notice thereof to Seller, and upon receipt of such notice Seller defaults in shall return the Deposit to Purchaser and thereafter this Agreement shall terminate and be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any further rights, remedies, duties, liabilities or obligations to the others hereunder, or (ii) to ▇▇▇ Seller for specific performance of its obligations under this Agreement; which remedies specified in (i) and (ii) shall be in lieu of any other rights or remedies for Purchaser, including, without limitation, any right or claim for damages. If Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate consummates the transaction contemplated in this Agreement and it shall be conclusively deemed to receive a return have waived any breach by Seller of the deposit(s) paid any covenant, representation or warranty under this Agreement to date, whereupon both parties (but not under any of the documents executed at Closing which shall be released from any further obligations hereunder (except as may be specifically provided herein continue in accordance with their terms) which the Purchaser knew existed prior to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderClosing. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. 18.01 If Purchaser the Tenant does not pay any taxes, rates, services and utilities, or other amounts which the Tenant has covenanted to pay, the Landlord may pay the same and recover from the Tenant the amounts so paid as rent in arrears. 18.02 If the Tenant, after seven (7) days' written notice from the Landlord, does not rectify and make good any damage, repairs or maintenance for which the Tenant is liable under this Lease, the Landlord may enter upon the Demised Premises (without being liable for any disturbance or damage so caused), rectify and make good any such damage, repairs or maintenance, and recover the cost from the Tenant as rent in arrears. 18.03 If the Tenant does not insure and keep insured as required, the Landlord shall be free to effect the required insurance and to recover the cost from the Tenant as rent in arrears. 18.04 The Tenant covenants not to permit any construction or other liens for work, labour, services or materials ordered by the Tenant or for the cost of which it may be in any way obligated to attach to the Demised Premises. If such a lien is attached the Tenant shall, within twenty (20) days after the Tenant has notice of the claim for lien, procure a discharge of the lien. If the Tenant fails to close comply with the terms of this transaction paragraph, the Landlord, at its option, may pay and discharge the lien and all monies paid by the Landlord, including all expenses incurred, shall be charge to, and paid by the Tenant and may be collected as additional rent due on the next ensuing rent day. 18.05 If, upon the termination or surrender of this Lease, the Demised Premises are not left in the state of cleanliness and repair as required, the Landlord may carry out any work required to rectify the default as agent of and at the expense of the Tenant, and recover the cost from the Tenant as rent in arrears. 18.06 All arrears of rent and any monies overdue and owing to the Landlord herein shall bear interest at the rate of 1% above the prime commercial lending rate charged by the Landlord's bank from the time established the arrears become due until paid to the Landlord. 18.07 In addition to any other remedies set out in this Lease and available at law, the Tenant agrees that: (a) in case of non-payment of rent or other monies at the time provided; three (3) business days notice will be given on two occasions only during each calendar year or (b) if the Tenant falls, after seven (7) days' written notice from the Landlord, commence to make repairs and diligently proceed to make good and complete any damage, repairs or maintenance, for reasons which the Tenant is liable; or (c) if the demised Premises be used by any other person other than Seller’s default or delay, and Seller agrees those entitled to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default use them under the terms and provisions hereof, of this Lease; or (d) if the deposit(s) paid and agreed to be paid by Purchaser term hereby granted or any of the goods or chattels of the Tenant on the Demised Premises shall be retained at any time during the said term seized or taken in execution or attachment by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return creditor of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.Tenant: or

Default and Remedies. A. If Purchaser fails and whenever an Event of Default occurs, then, without prejudice to close any other rights which it has pursuant to this transaction Lease or at law, the Landlord shall have the following rights and remedies, which are cumulative and not alternative: (a) to terminate this Lease by notice to the Tenant or to re-enter the Premises and repossess them and, in either case, the time established Landlord may remove all persons and property from the Premises and store such property at the expense and risk of the Tenant or sell or dispose of such property in such manner as the Landlord sees fit without notice to the Tenant; (b) to enter the Premises as agent of the Tenant and to relet the Premises for reasons whatever length and on such terms as the Landlord, in its discretion, may determine, and to receive the rent therefor and, as agent of the Tenant, to take possession of any property of the Tenant on the Premises, to store such property at the expense and risk of the Tenant or to sell or otherwise dispose of such property in such manner as the Landlord sees fit without notice to the Tenant, and to make alterations to the Premises to facilitate their reletting. The Landlord shall apply the proceeds of any such sale or reletting first, to the payment of any expenses incurred by the Landlord with respect to any such reletting or sale, second, to the payment of any indebtedness of the Tenant to the Landlord other than Seller’s default or delayRent, and Seller agrees third, to delay/extend the date payment of Rent in arrears, with the residue to be held by the Landlord and applied to payment of future Rent as it becomes due and payable; provided that the Tenant shall remain liable to the Landlord for any deficiency; (c) to remedy or attempt to remedy any default of the Closing in accordance with Tenant under this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or Lease for the account of Seller as liquidated damages the Tenant and not as a penalty, consideration to enter on the Premises for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreementsuch purposes. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ No notice of the Landlord’s intention to remedy or attempt to remedy such default need be given to the Tenant unless expressly required by this Lease. The Landlord shall not be liable to the Tenant for any loss, injury or damages caused by acts of the Landlord in remedying or attempting to remedy such default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either the Tenant shall pay to the Landlord all expenses incurred by the Landlord in connection therewith; (1d) to cancel recover from the Tenant all damages, costs and terminate expenses incurred by the Landlord as a result of any default by the Tenant including, if the Landlord terminates this Agreement and to receive a return Lease, any deficiency between those amounts which would have been payable by the Tenant for the portion of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein Term following such termination and the net amounts actually received by the Landlord during such period of time with respect to the contrary), or Premises; and (2e) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each recover from the Tenant the full amount of the parties acknowledges current month’s Rent together with the next three (3) months’ instalments of Rent, all of which shall accrue on a day-to-day basis and agrees that the remedies of liquidated damages or specific performance for Seller shall immediately become due and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiespayable as accelerated rent.

Default and Remedies. A. If a. In the event of Seller’s breach or default hereunder (prior to Closing), including, but not limited to, Seller’s failure to perform, observe, deliver, or complete (as the case may be), all covenants, obligations and agreements to be performed, observed, delivered or completed by Seller prior to or on the Closing Date, then Purchaser shall have the right as its sole and exclusive remedy to exercise any one of the following remedies: (1) Purchaser may terminate this Contract by written notice to Seller and the Escrow Agent, whereupon the Deposit shall be immediately refunded to Purchaser by the Escrow Agent, and this Contract shall wholly cease and terminate, no party to this Contract shall have any further claim, agreement, or obligation to any other party to this Contract, and any lien of Purchaser against the Property shall automatically cease, terminate and be released; or (2) Purchaser may enforce specific performance of this Contract. Notwithstanding the foregoing, in the event specific performance is not available because of any affirmative act or acts of Seller or any act or acts of any person or entity affiliated with Seller so as to render specific performance not available, then Purchaser shall have the right to terminate this Contract, whereupon it shall become entitled to: (a) receive the immediate return of the Deposit, and (b) ▇▇▇ and seek all other damages and remedies available at law or equity. b. In the event that Purchaser fails to close pay the balance of the Purchase Price and execute the documents required by this transaction in the time established for reasons other than Seller’s default or delay, Contract at Closing (and Seller agrees is not in default of its obligations hereunder and all conditions to delay/extend the date of the Closing in accordance with this Section 7.A.benefiting Purchaser have been satisfied or waived), Purchaser then Seller shall, if Seller is willing as its sole and exclusive remedy, have the right, in lieu of any other remedies available to closeit at law or in equity, be required to pay interest on terminate this Contract by giving Purchaser and the original Total Purchase Price at a rate equal Escrow Agent written notice thereof and the Escrow Agent shall deliver the Deposit to 18% per annum from Seller, which shall retain the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller same as liquidated damages and not as (the parties hereby acknowledging that the amount of damages resulting from a penalty, consideration for the execution breach of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default Contract by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(saccurately ascertain) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of upon Seller’s liquidated damages in the event of a breach of receipt thereof, this Agreement by Purchaser. C. If Seller defaults in the performance of Contract shall wholly cease and terminate, no party to this AgreementContract shall have any further claim, Purchaser will give Seller 20 days’ notice of defaultagreement, or obligation to any other party to this Contract, and if Seller has not cured within such periodany lien of Purchaser against the Property shall automatically cease, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel terminate and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderreleased. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails Schedule G PROPERTIES APPENDIX TO SCHEDULE G SCHEDULE H Permitted Encumbrances 1. Encumbrances for real property taxes (which term includes charges, rates and assessments, and other governmental charges or levies) and charges for electricity, power, gas, water and other services and utilities in connection with the Property that (i) have accrued but are not yet due and owing or, if due and owing, are adjusted for pursuant to close this transaction Section 6.1, or (ii) the validity of which is being contested in good faith. 2. Encumbrances of any nature in respect of the Property that have been disclosed (including any deemed disclosure pursuant to the Agreement) to HUPEG prior to the Execution Date. 3. Any subsisting reservations, limitations, provisos, conditions or exceptions contained in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date original grants of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum Property from the date on which Crown. 4. All Encumbrances contained in any Operating Agreements that have been disclosed (including any deemed disclosure pursuant to the Closing was originally scheduled Agreement) to occur HUPEG prior to and including the date on which Execution Date. 5. All Property Leases in respect of the Closing actually occurs. Further, all prorations shall be made Property existing as of the date the Closing was originally scheduled. Nothing in Execution Date that have been disclosed (including any deemed disclosure pursuant to this Agreement, however, shall require Seller ) to delay/extend HUPEG prior to the date of Execution Date that are entered into or granted in compliance with the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ and all registered notices, memorials, caveats or other registrations with respect to such Property Leases; and leasehold mortgages or security interests relating to any tenant secured by such tenant's interest in any such Property Lease. 6. Without derogating from any other item listed in this Schedule, the lease registered (or notice of defaultwhich has been registered) as Instrument No. AB199863, being a lease with The Hamilton & District Association for the Mentally Retarded (now Community Living ▇▇▇▇▇▇▇▇) and Instrument No. VM123613, being a renewal of the said lease with Hamilton Association for Community Living (now Community Living ▇▇▇▇▇▇▇▇) (collectively, the “Community Living Lease”), and if Seller has not cured within such periodthe subsequent arrangements that were approved by City Council on May 7, then 2014 as Purchaser’s sole remediesset out in the General Issues Committee Minutes 14-010 (collectively, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary“Community Living Arrangements”), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required Tenant shall fail to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Furthereither Base Rent or additional rent when due, all prorations or any other sums of money becoming due hereunder, or if Tenant shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of any other of the terms, conditions, or covenants contained in this AgreementLease Agreement to be observed or performed by it and does not remedy such default within thirty (30) days after written notice thereof or does not, Purchaser will give Seller 20 within such thirty (30) days’ , commence such act or acts as shall be necessary to remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the assets of Tenant, or if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then in any such event the Landlord shall have the immediate right of reentry without resort to legal process and the right to terminate and cancel this Lease. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid monthly. No such reentry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless written notice of defaultsuch intention be given by the Landlord to the Tenant at the time of such reentry; but, notwithstanding any such reentry and if Seller has not cured within such periodreletting without termination, then as Purchaser’s sole remedies, Purchaser Landlord may at any time thereafter elect either (1) to cancel and terminate this Agreement and to receive Lease for such previous breach. If as a return result of a default hereunder, either Landlord or Tenant shall institute legal proceedings for the enforcement of the deposit(s) paid under this Agreement to dateother party’s obligations, whereupon both parties the non-prevailing party shall be released from any further obligations hereunder (except as may be specifically provided herein to pay all costs incurred by the contrary)prevailing party, or (2) Purchaser can elect to seek specific performance of Sellerincluding reasonable attorney’s obligations hereunderfees. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails In the event that the transaction contemplated herein is not closed and consummated because of Purchaser’s failure or breach to close this transaction in the time established for reasons other than perform its obligations hereunder, as Seller’s default or delay, and Seller agrees sole remedy Escrow Agent shall pay the Deposit to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as Seller’s liquidated damages damages, and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreementit being otherwise difficult or impossible to determine Seller’s actual damages. Seller and Purchaser have agreed acknowledge that Seller’s it is impossible to estimate the actual damages in the event of default by Purchaser Seller would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by suffer from Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, but that the liquidated damages provided herein represent a reasonable pre-estimate of such damages and Seller and Purchaser will give Seller 20 days’ notice of defaulttherefore intend to provide for liquidated damages as herein specified, and if Seller has that the agreed upon liquidated damages are not cured within such periodpunitive or penalties and are just, then as Purchaserfair and reasonable, all in accordance with O.C.G.A. §13-6-7. The foregoing sentence shall in no form or fashion affect Seller’s sole remediesrights and remedies against Purchaser in connection with the Inspection Indemnity. B. In the event that the transaction contemplated herein is not closed and consummated because of Seller’s failure or breach to perform its obligations hereunder, Purchaser may elect either shall have the right only (1i) to cancel and terminate this Agreement by giving notice thereof to Seller and to receive a Escrow Agent, and upon receipt of such notice Escrow Agent shall return so much of the deposit(s) paid under Deposit as is then held by Escrow Agent to Purchaser and thereafter this Agreement to dateshall terminate and be null and void and of no further force or effect, whereupon both parties and neither Seller nor Purchaser shall be released from have any further rights, duties, liabilities or obligations hereunder (except as may be specifically provided herein to the contrary)other hereunder, or (2ii) Purchaser can elect to seek ▇▇▇ Seller for specific performance of Seller’s obligations hereunder. D. Each under this Agreement; which remedies specified in (i) and (ii) shall be in lieu of any other rights or remedies for Purchaser, including, without limitation, any right or claim for damages; provided, however, in the parties acknowledges and agrees event that the remedies of liquidated damages or specific performance for Seller and the remedies remedy of specific performance is not available to Purchaser because Seller has voluntarily conveyed or termination for encumbered the Property after the date of this Agreement, Purchaser are proper and mutually negotiated remedies shall have the right to ▇▇▇ Seller for the respective parties and provide mutualdamages occasioned thereby to Purchaser. If Purchaser consummates the transaction contemplated in this Agreement it shall be conclusively deemed to have waived any breach by Seller of any covenant, satisfactory and adequate compensation and consideration to each representation or warranty under this Agreement (but not under any of the parties and that such remedies take into account documents executed at Closing which shall continue in accordance with their terms) which the peculiar expenses and risks of each of Purchaser knew or should have known existed prior to the partiesClosing.

Default and Remedies. A. If Purchaser fails to close Institute proceedings for the complete foreclosure of this transaction Mortgage by judicial action or by power of sale, in which case the time established Mortgaged Property may be sold for reasons other than Seller’s default cash or delay, and Seller agrees to delay/extend the date of the Closing credit in one or more parcels. [Such sale shall be made in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on [ ] law at the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as time of the date sale, governing sales of real property under powers of sale conferred by mortgages relating to the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller sale of real estate or by the UCC relating to delay/extend the date sale of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of collateral after default by Purchaser would be extremely difficult a debtor (as such laws now exist or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contraryhereafter amended or succeeded), or by any other present or subsequent articles or enactments relating to same.]45 With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (210) Purchaser can elect days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to seek specific performance and right of Seller’s obligations hereunder. D. Each possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the parties acknowledges and agrees that other Secured Parties may be a purchaser at such sale. If Mortgagee or such other Secured Party is the remedies of liquidated damages highest bidder, Mortgagee or specific performance for Seller and such other Secured Party may credit the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each portion of the parties and purchase price that would be distributed to Mortgagee or such remedies take into account other Secured Party against the peculiar expenses and risks Secured Obligations in lieu of each paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the partiesMortgaged Property is waived, Mortgagee may postpone from time to time any sale to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such postponed sale or sales, and Mortgagee, without further notice or publication, may make such sale at the time and place as announced at the postponed sale.

Default and Remedies. A. If In the event of a default by Purchaser fails to close this transaction in under the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date terms of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, howeverAuctioneer shall disburse the ▇▇▇▇▇▇▇ Money to Seller, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved entitled, as its sole and exclusive remedy hereunder, to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of all Purchaser, whereupon this Agreement shall terminate and the parties shall have no further rights or obligations under this Agreementhereunder, except for those which expressly survive any such termination. Seller and Purchaser have It is hereby agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach default by Purchaser hereunder are uncertain and difficult to ascertain, and that the ▇▇▇▇▇▇▇ Money constitutes a reasonable liquidation of this Agreement by Purchaser. C. If Seller defaults such damages and is intended not as a penalty, but as full liquidated damages. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in the performance event of such default. Notwithstanding anything to the contrary contained herein, this provision shall in no way affect or impair Seller’s right of recovery under any indemnity given by Purchaser in favor of Seller under this Agreement. In the event of a default by Seller under the terms of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect and exclusive remedies hereunder shall be to either (1) to cancel and terminate this Agreement and to receive a return refund of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released ▇▇▇▇▇▇▇ Money from any further obligations hereunder (except as may be specifically provided herein to the contrary)Auctioneer, or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each under this Agreement, without any reduction in the Purchase Price, by commencing such an action within thirty (30) days after the date of Seller’s default. Purchaser shall have no right to seek or recover damages of any nature whatsoever from Seller in the event of a default by Seller under the terms of this Agreement. If either party institutes any action or proceeding in court to enforce any provisions hereof, or any action for damages by reason of any alleged breach of any of the parties acknowledges provisions hereof, then the prevailing party in any such action or proceeding shall be entitled to receive from the non-prevailing party such amount as the court may adjudge to be reasonable attorneys’ fees for the services rendered to the prevailing party, together with its other reasonable litigation costs and agrees that the remedies expenses. The provisions of liquidated damages or specific performance for Seller and the remedies of specific performance this Section shall survive Closing or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesthis Agreement.

Default and Remedies. A. a. If Purchaser fails any Fixed Rent is due and remains unpaid for ten (10) days after receipt of notice from Landlord, or if Tenant breaches any of the other covenants of this Lease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, Landlord shall then, as its sole legal remedy, but in addition to close its remedies in equity, if available, have the right to s▇▇ for rent, or to terminate this transaction Lease and re-enter the Leased Premises; but if Tenant shall pay said Fixed Rent within said ten (10) days, or in good faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then Tenant shall not be considered in default. Notwithstanding the time established for reasons other than Sellerforegoing, should Tenant be in default, after notice and expiration of the applicable cure period provided above in this Section (a), Landlord shall not be entitled to terminate this Lease and re-enter the Leased Premises as a result thereof if Tenant’s default shall not be deemed material, or delay, if Tenant’s failure to perform is the result of a good faith dispute as to Tenant’s obligation(s) under the terms of this Lease. b. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and Seller agrees if such failure continues for thirty (30) days after receipt of notice from Tenant (unless such breach cannot be cured in 30 days and Landlord has commenced action to delay/extend cure the breach and is diligently attempting to cure the breach but in no event greater than 90 days from the date of notice), Tenant shall have the Closing right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (its successors and assigns), plus two percent (2%) until fully reimbursed. If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant, Tenant shall then have the right, in accordance addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with this Section 7.A.interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank (its successors and assigns), Purchaser shallplus two percent (2%) until fully reimbursed. If Landlord shall in good faith within said thirty (30) days commence to correct such breach, if Seller is willing and diligently proceed therewith to closecompletion, then Landlord shall not be required to pay interest considered in c. No delay on the original Total Purchase Price part of either party in enforcing any of the provisions of this Lease shall be considered as a waiver thereof. Any consent or approval granted by either party under this Lease must be in writing and shall not be deemed to waive or render unnecessary the obtaining of consent or approval with respect to any subsequent act or omission for which consent is required or sought. d. If Tenant shall fail to pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, such amounts shall bear interest at a the rate equal to 18% of six percent (6%) per annum from the date on which after the Closing was originally scheduled due date until paid. If Tenant shall fail to occur pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, Tenant shall pay to Landlord a late payment charge in the amount of One Hundred Twenty-Five and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement00/100 Dollars ($125.00) to cover Landlord’s additional administrative expenses necessitated by Tenant’s failure to make timely payment; provided, however, the aforesaid late payment charge shall require Seller be subject to delay/extend a six percent (6%) increase at the date beginning of the Closing beyond sixth (6th) year of the Term and at the beginning of each Extended Lease Term, if exercised. Landlord need not accept any payments past the due date therefor unless accompanied by the late payment charge. This provision for a late payment charge shall be in addition to all of Landlord’s other rights and remedies under this Lease or at law or in equity, and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. e. If Tenant shall at any time set forth fail to pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, or shall fail to perform or observe any covenant or condition contained in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within Lease, the time specified (including performance of which involves something more than merely the payment of all depositsmoney, then Landlord, after thirty (30) days written notice to Tenant (or otherwise becomes upon such shorter notice as may be reasonable in default under case of an emergency), and without waiving or releasing Tenant from any obligation and without being considered an election of remedies, may perform the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or same for the account of Seller as liquidated damages Tenant and not as a penalty, consideration for charge Tenant the execution of this Agreement and in full settlement actual cost of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiationsuch performance, as well as interest thereon at the parties’ reasonable estimate rate of Sellertwelve percent (12%) per annum form the date of Landlord’s liquidated damages in the event making of a breach of this Agreement by Purchasersuch payment. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails Sublessor and Sublessee further covenant and agree as follows: (a) Sublessee shall be deemed to close be in default of this transaction Sublease Agreement upon the failure to pay rent (and/or any other amounts due and payable hereunder) when due according to the terms of this Sublease Agreement. (b) Other than as set forth in subparagraph 11(a) above, a party shall be deemed to be in default of this Sublease Agreement only upon the expiration of five (5) days from receipt of written notice from the other party specifying the particulars in which such party has failed to perform the obligations of this Sublease Agreement, unless such party, prior to the expiration of said five (5) days, has rectified the particulars specified in said notice of default; provided that, notwithstanding the foregoing, such party shall not be deemed to be in default if such failure (except a failure to pay money) cannot be rectified within said five (5) day period and such party is using good faith and its best efforts to rectify the particulars specified in the time established for reasons other than Seller’s notice of default or delayand, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, howeverany case, shall require Seller cure any such failure within fifteen (15) days following any such notice of default. (c) In addition to delay/extend the date of the Closing beyond the time remedies specifically set forth in this Sublease Agreement, Sublessor and Sublessee shall have all other remedies provided by law or statute to the same extent as if fully set forth herein word for word. No remedy herein conferred upon, or reserved to Sublessor or Sublessee shall exclude any other remedy herein or by law provided, but each shall be cumulative. (d) If Sublessee is in default, Sublessor may, upon two (2) days' prior written notice to Sublessee (in addition to the notice required under subparagraph 11(b)), terminate this Sublease Agreement. (e) Should Sublessee elect to terminate this Sublease Agreement, subject to any limitations under applicable Utah law, Sublessor may recover from Sublessee any unpaid rent which had been earned at the time of such termination and any other amounts necessary to compensate Sublessor for all detriment caused by Sublessee's failure to perform its obligations under this Sublease Agreement or prevent Seller from treating Purchaser as being which in default if Purchaser fails the ordinary course would be likely to close within that timeresult therefrom, including, but not limited to, any costs or expenses incurred by Sublessor in (A) retaking possession of the Subleased Premises, including reasonable attorneys' fees therefor, (B) maintaining or preserving the Subleased Premises after any default, (C) preparing the Subleased Premises for reletting to a new sublessee, including repairs or alterations to the Subleased Premises, (D) leasing commissions, or (E) any other costs necessary or appropriate to relet the Subleased Premises (f) If the defaulting part is Sublessor, Sublessee may also terminate this Sublease Agreement upon thirty (30) days' prior written notice to Sublessor (in addition to the notice required under subparagraph 11(b)). B. (g) If Purchaser fails a party is in default, the other party shall have the right, upon an additional five (5) days prior written notice to perform this Agreement within the time specified (defaulting party, to cure such default on behalf of the defaulting party and, in connection therewith, do all work and make all payments deemed reasonably necessary or appropriate by such curing party, including payment of reasonable costs (including reasonable attorneys' fees) and charges in connection with any legal action which may have been commenced or threatened (except that in case of an emergency, prior notice need not be given for a party to exercise its rights hereunder), and all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to sums so expended by a curing party shall be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserdefaulting party on demand. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. Each of the following events shall constitute a default or breach of this Lease by ▇▇▇▇▇▇: (a) If Purchaser fails Lessee shall fail to close pay Lessor any Rent or additional rent within ten (10) days after Lessor notifies ▇▇▇▇▇▇ in writing that it is unpaid. (b) If Lessee, or any successor or assignee of Lessee while in possession, shall file a petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall voluntarily take advantage of any such act or shall make assignment for the benefit of creditors. If involuntary proceedings under any bankruptcy laws or insolvency act shall be instituted against ▇▇▇▇▇▇, or if a receiver or trustee shall be appointed for all or substantially all of the property of Lessee, and such proceedings shall not be dismissed or the receivership or trusteeship vacated within ninety (90) days after the institution or appointment. (c) If Lessee shall fail to perform or comply with any of the other conditions of this transaction Lease within thirty (30) days after written notice by Lessor to Lessee specifying the condition to be performed or complied with; or, if the performance cannot be reasonably had within the thirty (30) day period, Lessee shall not in good faith have commenced performance within the thirty (30) day period and shall not diligently proceed to completion of performance. In the event of any default hereunder, Lessor at any time thereafter, may re-enter the Leased Space and expel, remove, and put out Lessee or any person or persons occupying the Leased Space and may remove all personal property therefrom. Upon re-entry Lessor may, at its option, relet the Leased Space or any part thereof as the agent of Lessee, and Lessee shall pay Lessor the difference between the Rent hereby reserved for the portion of the Term remaining at the time established of re-entry and the amount received under such reletting for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date such portion of the Closing in accordance with Term. Upon re-entry Lessor may at its option, terminate this Lease and at any time thereafter recover from Lessee all sums then due as well as the present value of the amount by which all Rent and other payments to be made by Lessee for the remainder of the Term exceed the reasonable rental value of the Leased Space for the remainder of the Term. All actions taken by Lessor pursuant to this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as without prejudice to any other remedies that otherwise might be used for the collection of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date arrears of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by Rent or for the account preceding breach of Seller as liquidated damages covenant or conditions. If Lessee has failed to cure any default hereunder within the applicable periods of grace and/or notice and cure set forth above, Lessor may elect, but shall not as a penaltybe obligated, consideration to comply with any condition, agreement, or term required hereby to be performed by Lessee, and Lessor shall have the right to enter the Leased Space for the execution purpose of this Agreement correcting or remedying any such default and to remain until the default has been corrected or remedied, but any expenditure for such correction by Lessor shall not be deemed to waive or release the default of Lessee or the right of Lessor to take any action as may be otherwise permissible hereunder in full settlement the case of any claims, whereupon Purchaser and Seller default. Lessor shall not be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed deemed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults default in the performance of this Agreementany obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after receipt of written notice from Lessee to Lessor specifying wherein Lessor has failed to perform such obligation. Provided, Purchaser will give Seller 20 days’ notice however, that if the nature of defaultLessor’s obligation is such that more than thirty (30) days are required for its performance, and then Lessor shall not be deemed to be in default if Seller has not cured it shall commence such performance within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.thirty

Default and Remedies. A. If 15.1 In the event that prior to the Initial Closing Purchaser fails defaults as to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date any of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing its obligations set forth in this Agreement, howeverand if such default is not cured within ten (10) days after notice of such default from the Seller specifically referencing and identifying such event of default, Seller, as its exclusive remedy hereunder, shall require Seller to delay/extend retain the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser Deposit as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms agreed upon full and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as complete liquidated damages and not as a penaltypenalty and thereupon no party shall have any further obligation or liability hereunder. Notwithstanding the foregoing, consideration Purchaser shall not be entitled to notice of default or cure period for Purchaser’s failure to close on the execution of this Agreement and in full settlement of any claims, whereupon scheduled Closing Date. Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed acknowledge that Seller’s actual damages in the event of Purchaser’s default by Purchaser it would be extremely difficult or impossible to determinedetermine Seller’s actual damage and Purchaser acknowledges that such damages will in any event be substantial if the Initial Closing is not consummated. Therefore, by signing Purchaser acknowledges that the provision for liquidated damages set forth herein is a fair and accurate measure of Seller’s damages and is not to be deemed a penalty. Except for Purchaser’s obligations under the indemnification provisions of this Agreement, the parties acknowledge that foregoing shall be the deposit(s) paid sole and agreed exclusive remedy of Seller for a default by Purchaser which occurs prior to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in Closing. 15.2 In the event of a breach default by Purchaser as to any of its obligations set forth in this Agreement by Purchasersubsequent to the Initial Closing, if such default is not cured within fifteen (15) days after notice of such default, specifically referencing and identifying such event of default, Seller shall have each and every remedy provided for such default under Florida law, including but not limited to specific performance, provided, however, in no event shall Purchaser be liable for consequential, special or punitive damages. C. If 15.3 In the event that prior to the Initial Closing Seller defaults as to any of its obligations as contained in this Agreement, and if such default is not cured within ten (10) days after notice of such default from the Purchaser, specifically referencing and identifying such event of default, Purchaser shall be entitled, in Purchaser’s sole and absolute discretion, to either a refund of the Deposit (or any portion thereof actually delivered to Escrow Agent) and, upon such refund, no party shall have any further obligation or liability hereunder (except as to those indemnities that survive termination), or Purchaser shall have the right to proceed against the Seller for specific performance of this Agreement. 15.4 In the event of a default by Seller as to any of its obligations set forth in this Agreement subsequent to the Initial Closing, Purchaser will give Seller 20 days’ if such default is not cured within fifteen (15) days after notice of such default, specifically referencing and identifying such event of default, Purchaser shall have each and if every remedy provided for such default under Florida law, including but not limited to specific performance, provided, however, in no event shall Seller has not cured within such periodbe liable for consequential, then as Purchaserspecial or punitive damages. Purchaser acknowledges that Seller’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid liability under this Agreement to date, whereupon both parties Paragraph 7 shall be released from any further obligations hereunder (except as may be specifically provided herein limited to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderSelf Help Remedy described in Paragraph 7.7 hereof. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails a. It shall be an event of default hereunder (“Event of Default”) if Subtenant shall fail to close this transaction (i) pay the Rent as and when due, where such failure shall continue for a period of ten (10) business days after Sublandlord notifies Subtenant in the time established for reasons other than Seller’s default writing of such failure, (ii) perform any provision, term or delay, and Seller agrees to delay/extend the date condition of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on Prime Lease within the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time timeframes set forth in Prime Lease, or (iii) perform any provision, term or condition of this Agreement Sublease (other than as specified in (i) above) within fifteen (15) days after Subtenant’s receipt of written notice from Sublandlord specifying such failure or, if it reasonably would require more than fifteen (15) days to cure such failure, within a time reasonably necessary to cure such failure after Subtenant’s receipt of such written notice. b. Upon the occurrence of an Event of Default, Sublandlord shall have the right, at its option, in addition to all other rights and remedies in this Sublease or prevent Seller from treating Purchaser those of Prime Lessor in the Prime Lease, at law or in equity, to give Subtenant notice of Sublandlord’s termination of this Sublease as being of a date specified therein. Upon the giving of such notice, the Term and the estate hereby granted shall expire and terminate as if such date were the date fixed for the expiration of the Term. c. If Sublandlord should be in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of any of its obligations under this AgreementSublease, Purchaser will give Seller 20 days’ which default continues for a period of more than fifteen (15) days after receipt of written notice of from Subtenant specifying such default, or if such default is of a nature to require more than fifteen (15) days for remedy and if Seller has not cured continues beyond the time reasonably necessary to cure (provided Sublandlord must have undertaken procedures to cure the default within such periodfifteen (15) day period and diligently pursue such efforts to cure to completion), then as Purchaser’s sole remediesSubtenant may, Purchaser may elect either (1) in addition to cancel availing itself of any other remedies available at law and terminate this Agreement in equity, at its option, incur any reasonable expense necessary to perform the obligation of Sublandlord specified in such notice and to receive a return of the deposit(s) paid deduct such expense from Rent and other charges next coming due under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderSublease. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If In the event Purchaser fails to close this the transaction contemplated herein in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A.10.A, Purchaser shall, if Seller is still willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% the highest rate of interest per annum permitted to be charged by applicable prevailing law (such rate currently being eighteen (18%) percent per annum) from the date on which the Closing was originally scheduled to occur scheduled, to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this AgreementContract, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement Contract or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Should Purchaser fails fail to perform this Agreement within make any of the time specified payments herein above scheduled, or fail or refuse to execute the instruments required to close the transaction contemplated herein (including payment failure to promptly execute and file mortgage loan application documents, and all mortgage loan and real estate Closing documents and to comply with the requirements of the mortgage lender, including providing any and all depositsinformation as requested) or refuse to pay any costs or the sum required by this Contract, or otherwise becomes in default under the terms hereunder, and provisions hereofshall fail to correct such default within five (5) days after Seller has given Purchaser a written notice of such default, the deposit(s) paid then Seller may declare this Contract terminated and agreed to be retain all deposits paid by Purchaser shall be retained by or for the account of Seller as liquidated and agreed-upon damages which Seller shall have sustained and suffered as a result of Purchaser’s default, and thereupon the parties hereto will be released and relieved from all obligations hereunder. These provisions for liquidated and agreed-upon damages are bona fide provisions for such and are not as a penalty, consideration for the execution parties understanding that by reason of this Agreement the withdrawal of the Unit from sale to the general public at a times when other parties would be interested in purchasing the Unit, Seller will have sustained damages if Purchaser defaults, which damages will be substantial and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determinedetermine with mathematical precision. Therefore, Seller and Purchaser have agreed that, by signing this AgreementContract, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement Contract by Purchaser. C. If Seller defaults in the performance of this AgreementContract, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as nothing contained herein shall be deemed to restrict Purchaser’s sole remedies, remedies if Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein entitled to such remedies under applicable law, including the contrary), or (2) Purchaser can elect right to seek specific performance of Seller’s obligations hereunderperformance. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. (a) In the event of any breach of any covenant or condition of this Lease or if the premises are deserted or vacated by Tenant, the Landlord shall have the right to enter, by force if necessary, as Tenant's agent to relate the leased premises, on behalf of the Tenant and to apply there income to the payment of rent due under this Lease and to hold Tenant liable and to ▇▇▇ the Tenant for any deficiencies resulting therefrom, including rent not yet due under this Lease for the unexpired balance of the term of this Lease and including reasonable attorneys' fees and court costs. (b) If Purchaser fails the rent agreed to close this transaction be paid, including all other sums of money which under the provisions hereof may be considered as additional rent, shall be in the time established arrears in whole or in part for reasons other than Seller’s default Thirty (30) or delaymore days, Landlord may distrain therefor (and in connection with distraint proceedings Tenant agrees that a nominal bond not to exceed Five Hundred Dollars ( $500.00) shall be sufficient), and Seller agrees the covenant to delay/extend the date pay rent herein shall be considered breached by Tenant. If enant shall be in breach of any of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time covenants set forth in this Agreement Lease Agreement, Landlord may at its option, after having given notice set forth below, and if Tenant, after such notice, shall fail to remedy such breach as set forth below, reenter the leased premises without the need for resort to judicial proceedings, and declare this Lease and the tenancy hereunder terminated, and Landlord shall be entitled to the benefit of all provisions of the law respecting the speedy recovery of lands and tenements held over by tenants or prevent Seller from treating Purchaser as being proceedings in default forcible entry and detained. Tenant agrees that if Purchaser fails Landlord shall so reenter or if this Lease shall be terminated by Landlord because of breach hereunder by Tenant: (a) If the rent shall become due thereupon and be paid up to close within that time. B. If Purchaser fails to perform this Agreement within the time specified of reentry, dispossession, expiration or termination, together with reasonable express Landlord as hereinafter defined; and (including payment b) Landlord may relate the leased premises or any part thereof, either in the name of all deposits) Landlord or otherwise, for a term or terms which may, at Landlord's option, be less than or exceed the period which would otherwise becomes in default under have constituted the balance of the terms which may, at Landlord's option, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and provisions hereof, the deposit(s) paid may grant reasonable concessions; and agreed c Tenant shall also pay to be paid by Purchaser shall be retained by or for the account of Seller Landlord as liquidated damages and not as a penalty, consideration upon demand by Landlord at any time following such reentry or termination for the execution failure of Tenant to observe and perform the covenants of this Agreement Lease, any deficiency between (a) the sum of ( i ) the minimum monthly rent as adjusted in this Lease for changes in the cost of living for the month immediately preceding such reentry or termination, plus ( ii ) the additional rent (adjusted to a monthly payment) payable hereunder for the month immediately preceding such reentry or termination times the number of months constituting the balance of the lease term, and (b) the amount, if any, of rents actually collected up to the time of Landlord's demand for liquidated damages on account of the leased premises for any of the period following the date of reentry, dispossession, expiration, or termination which would otherwise have constituted the balance of the term of the Lease. In computing such liquidated damages, which shall be payable to Landlord upon demand as aforesaid, there shall be added to the said deficiency such reasonable expenses as Landlord may incur in connection with reletting, such as court costs, attorneys' fees, real estate brokerage commissions, and for keeping the leased premises in good order or for preparing the same for reletting. All liquidated damages hereinabove described shall be payable in full settlement upon termination of the Lease or reentry by Landlord as aforesaid. In the event Landlord shall determine that Tenant shall be in breach in the performance of any claimsof the covenants on its part to be performed hereunder, whereupon Purchaser and Seller except for the payment of rent and/or additional rent, Landlord shall be relieved required to give written notice thereof to Tenant. Tenant shall have ten (10) days following receipt of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages such written notice to cure the breaches described in such notice, unless Landlord shall agree in writing to any extension of such period; PROVIDED, HOWEVER, if Tenant shall proceed with due diligence to cure said breaches after said notice, then such ten (10) day period shall be extended to such a period of time as may be required, in the event Landlord's reasonable discretion, to cure such listed breaches while proceeding with due diligence. The provisions herein dealing with notice and granting to the Tenant a grace period for performance shall not be applicable to a Tenant's breach of default by Purchaser would this Lease Agreement because of nonpayment of rent and/or additional rent. There shall be extremely difficult no notice requirements required or impossible grace periods allowed (other than those specifically applicable to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(spayment of rent or additional rent) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event case of a breach of this Lease Agreement by PurchaserTenant for nonpayment of rent (minimum and additional). C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date (a) Any of the Closing following events shall constitute an “Event of Default”: (i) Borrower’s failure to pay any principal or accrued interest evidenced by any Note, or any Make-Whole Amount payable with respect to any Note, when due in accordance with this the terms of such Note; (ii) Borrower’s failure to deliver a New Certificate in accordance with the requirements of Section 7.A.5(d)(i); (iii) Borrower’s failure to comply with any other covenant or obligation arising under the Notes or the Purchase Agreement or in any other document executed or delivered in connection therewith (including the accuracy in all material respects of the representations and warranties made by the Borrower, Purchaser shallNew Esmark or Parent therein) that, if Seller curable, is willing to close, be required to pay interest on not cured or waived within 20 days after the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as occurrence of the date the Closing was originally scheduled. Nothing in this Agreementsuch failure; provided, however, shall require Seller that if the failure to delay/extend the date of the Closing beyond the time set forth in this Agreement comply with any such other covenant or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement obligation cannot by its nature be cured within the 20-day period or cannot, after diligent attempts by Borrower, be cured within such 20-day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed an additional 10 days) to attempt to cure such default, and within such reasonable time specified period the failure to cure such default shall not be deemed an Event of Default; (including payment of all depositsiv) or otherwise becomes in default Default under the terms of any other indebtedness of Borrower or any subsidiary of Borrower that is not cured or waived within any grace period applicable thereto; (v) New Esmark shall fail to have reserved and provisions hereofmaintained a sufficient number of authorized shares of Common Stock to issue upon exchange of all outstanding Notes; (vi) the Parent Common Stock shall fail to be listed or quoted for trading on any Trading Market for more than 10 consecutive Trading Days; or (vii) The occurrence of any Bankruptcy Event. If an Event of Default shall occur and be continuing, at the written election of the Holder, the deposit(saggregate principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) paid shall become immediately due and agreed to be paid by Purchaser payable (except in the case of an Event of Default described in clause (vii), whereupon such acceleration of amounts due shall be retained by or for effective without any further action on the account part of Seller the Holder), plus, with respect to any such acceleration that occurs after the Reset Date, the Make-Whole Amount (which shall be payable as liquidated damages damages, and not as a penalty, consideration ) shall also be due and payable if the Make-Whole Amount is not otherwise payable pursuant to the terms hereof. (b) If New Esmark shall fail to issue and the Borrower shall fail to deliver pursuant to Section 5(d) a New Certificate to the Holder for the execution number of shares of Common Stock to which the Holder is entitled upon the exchange of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of defaultNote, and if Seller has not cured within after the date on which such periodshares were required to be delivered pursuant to Section 5(d) but prior to delivery of such shares of Common Stock, the Holder purchases (in an open market transaction or otherwise) a number of shares of Common Stock equal to the number of shares subject to the conversion in order to deliver same in satisfaction of a sale by the Holder of the number of shares of Common Stock issuable upon such exchange that the Holder anticipated receiving from the Borrower (a “Buy-In”), then as Purchaserthe Borrower shall, within three (3) business days after the Holder’s sole remediesrequest and provision of trade confirmations, Purchaser may elect either pay cash to the Holder in an amount equal to the Holder’s total purchase price (1including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Borrower’s obligation to cancel and terminate this Agreement deliver such New Certificate (and to receive a return of the deposit(sissue such Common Stock) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderterminate. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails any of the following events of default occurs, the Bank may do one or more of the following: declare the Borrower in default, stop making any additional credit available to close this transaction in the time established for reasons other than Seller’s default or delayBorrower, and Seller agrees require the Borrower to delay/extend repay its entire debt immediately and without prior notice. If an event which, with notice or the date passage of the Closing in accordance with this Section 7.A.time, Purchaser shall, if Seller will constitute an event of default has occurred and is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereofcontinuing, the deposit(s) paid and agreed Bank has no obligation to be paid by Purchaser shall be retained by make advances or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations extend additional credit under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the In addition, if any event of default occurs, the Bank shall have all rights, powers and remedies available under any instruments and agreements required by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing executed in connection with this Agreement, as well as all rights and remedies available at law or in equity. If an event of default occurs under the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaserparagraph entitled “Bankruptcy,” below, with all accrued respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately. The occurrence of any one of the following events shall constitute an Event of Default hereunder: (a) The Borrower shall (i) fail to make any payment of interest thereon, is within five (are5) agreed upon, after negotiation, as days of the parties’ reasonable estimate date when due or (ii) fail to make any payment of Seller’s liquidated damages principal hereunder or under any LC Draw Obligation on or before the date when due; or (b) Any representation or warranty of the Borrower contained herein shall at any time prove to have been incorrect in any material respect when made or any representation or warranty made by the Borrower in connection with any Loan or Letter of Credit shall at any time prove to have been incorrect in any material respect when made; or (c) The Borrower shall default in the event performance or observance of a breach any agreement or obligation under §§8.2, 8.7, 8.8, 8.9 and 8.10 or any provision of this Agreement by Purchaser.Article 9 hereof; or C. If Seller defaults (d) The Borrower shall default in the performance of this Agreementany other term, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate covenant or agreement contained in this Agreement and such default shall continue unremedied for 30 days after written notice thereof shall have been given to receive a return the Borrower, or (e) Any default on the part of the deposit(sBorrower or any Subsidiary of the Borrower shall exist, and shall remain unwaived or uncured beyond the expiration of any applicable notice and/or grace period, under any other contract, agreement or undertaking now existing or hereafter entered into with or for the benefit of the Bank (or any affiliate of the Bank), including without limitation, Swap Contract; or (f) Any other Indebtedness of the Borrower or any Subsidiary of the borrower for borrowed money or representing the deferred purchase price of the property in excess of $500,000 in aggregate principal amount or with respect to any instrument evidencing, guaranteeing, securing or otherwise relating to any such Indebtedness shall have been declared to be due and payable prior to its stated maturity or shall not have been paid under this Agreement to date, whereupon both parties at the stated maturity thereof; or (g) The Borrower shall be released from dissolved , or the Borrower or any further obligations hereunder Subsidiary of the Borrower shall become insolvent or bankrupt or shall cease paying its debts as they mature or shall make an assignment for the benefit of creditors, or a trustee, receiver or liquidator shall be appointed for the Borrower or any Subsidiary of the Borrower or for a substantial part of the property of the Borrower or any such Subsidiary, or bankruptcy, reorganization, arrangement, insolvency or similar proceedings shall be instituted by or against the Borrower or any such Subsidiary under the laws of any jurisdiction (except as may for an involuntary proceeding filed against the Borrower or any Subsidiary of the Borrower which is dismissed within 90 days following the institution thereof); or (h) Any execution or similar process shall be specifically provided herein issued or levied against any material part of the property of the Borrower or any Subsidiary and such execution or similar process shall not be paid, stayed, released, vacated or fully bonded within 10 days after its issue or levy; or (i) Any final uninsured judgment in excess of $500,000 shall be entered against any Borrower or any Subsidiary of the borrower by any court of competent jurisdiction and shall remain unpaid, unbonded or unstayed for a period of 60 days; or (j) The Borrower or any Subsidiary of the Borrower shall fail to meet its minimum funding requirements under ERISA with respect to any employee benefit plan (or other class of benefit which the PBGC has elected to insure) or any such plan shall be the subject of termination proceedings (whether voluntary or involuntary) and there shall result from such termination proceedings a liability of the borrower or any Subsidiary of the Borrower to the contrary)PBGC which, or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each in each case, in the reasonable opinion of the parties acknowledges and agrees that Bank may have material adverse effect upon the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each financial condition of the parties Borrower or any such Subsidiary; or (k) Any Loan Document shall for any reason (other than due to payment in full of all amounts evidenced thereby or due to discharge in writing by the Bank) not remain in full force and that such remedies take into account the peculiar expenses and risks of each effect; or (l) Any Subsidiary of the parties.Borrower shall cease to be a direct or indirect wholly-owned Subsidiary, except for Northeast Quality Products Co., Inc.

Default and Remedies. A. If Purchaser fails Borrower shall be in default hereunder for failure to close this transaction in pay, when due, any sum due to GPC Fine Arts Division or failure to perform any other obligation owing to GPC Fine Arts Division or if any bankruptcy or similar proceedings under federal or state law shall be filed by or against borrower or if borrower makes any assignment for the benefit of its creditors. Upon the occurrence of any such default GPC Fine Arts Division may at any time established for reasons other than Seller’s default or delayduring the continuance thereof, and Seller agrees in addition to delayall other rights and remedies available herein, at law and inequity, (1) terminate the loan of all instruments/extend equipment rented to borrower; (2) require customer to return all loaned, or repossess all such instruments/equipment, and/or (3) recover from customer all amounts payable hereunder, (4) sue for and recover all rents and other amounts then due, or thereafter accruing under the terms of this contract; (5) take possession of any, or all of the equipment, wherever it may be located, without demand or notice, without any court order or other process of the law, and without incurring any liability to borrower for any damages occasioned by such taking of possession; (6) pursue any other remedy not, or hereafter, existing at law or in equity not withstanding, any such action that GPC Fine Arts Division may take, including taking possession of any, or all of the equipment borrower shall remain liable for the full performance of all of its obligations hereunder provided, however, that if GPC Fine Arts Division in writing, terminates this contract as to any item of equipment, borrower shall not be liable for renting respect of such item accruing after the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing such termination.. GPC Fine Arts Division shall not have any duty to close, be required account to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or borrower for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement proceeds of any claimsdisposition of equipment subsequent to return or repossession. No waiver of any default shall waive any other or subsequent default. Borrower shall reimburse GPC Fine Arts Division for all costs and expenses incurred by GPC Fine Arts Division in enforcing its rights hereunder, whereupon Purchaser including reasonable attorney’s and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserlegal fees. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. (A) Each of the following shall constitute an "Event of Default": (1) If Purchaser fails Tenant shall fail to close pay when due any Base Rent, additional rent or other monetary obligation payable by Tenant under this transaction Lease and such default shall continue for ten (10) days after Landlord gives written notice thereof to Tenant; or (2) If Tenant shall fail to observe or perform any other provision of this Lease, and such default shall continue for a period of ten (10) days after Landlord gives written notice thereof to Tenant; or if such default cannot be cured in such period and Tenant has commenced and diligently pursues cure, Tenant shall be granted an additional sixty (60) days to effect cure; or (3) If Tenant vacates or Abandons the premises without payment of Base Rent and Additional Rent or otherwise in violation of Tenant's obligations under this Lease. (B) In the Event of Default, Landlord may, at its sole option, either (i) terminate this Lease, or (ii) without terminating this Lease take possession of the Premises, with or without process of law, using such force as may be necessary to remove all persons and personal property therefrom, and in the event of such reentry without termination, Landlord may (but shall have no obligation to do so), lease the Premises for the remainder of the term or for a lesser or longer period on such terms and conditions as Landlord, in its sole judgement, deems advisable and for the purpose of such re-letting, Landlord is hereby authorized to make such repairs and alterations as Landlord deems necessary. Notwithstanding any re-letting without termination, (i) Tenant shall remain liable for payments of the Base Rent, additional rent and all other monetary obligations and for the performance of all other obligations to be performed by Tenant under this Lease and (ii) Landlord may at any time established thereafter elect to terminate this Lease for reasons other than Seller’s default or delaysuch previous breach. The rentals received from any such re-letting shall first be applied to the expenses of such re-letting (including alteration and repair expenses, and Seller agrees reasonable brokerage and attorney's fees) and second to delay/extend the date payment of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing rent and other charges due and unpaid hereunder. Tenant shall not be entitled to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum receive any surplus funds received by Landlord from any such re-letting. If such funds from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed re-letting are less than those required to be paid by Purchaser Tenant hereunder for any month, such deficiency shall be retained calculated and payable monthly by Tenant, Landlord shall also be entitled to collect from Tenant any other loss or for the account damage which Landlord may sustain by reason of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations Tenant's default under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages Lease, Notwithstanding any provision to the contrary, in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of Tenant's default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) Landlord shall make reasonable efforts to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereundermitigate its damages. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. 15.1 If Purchaser fails shall fail or refuse to close title as required by the terms of this transaction Agreement, or Purchaser otherwise is in default hereunder so that Seller has the right to refuse to close title, in either case so as to entitle Seller to a remedy under this Agreement, then, following receipt by Purchaser of five (5) Business Days prior written notice from Seller stating that Purchaser is in default hereunder, unless Purchaser shall have cured such default during the five (5) Business Day period, the sole and exclusive remedy of Seller (and the parties constituting Seller) shall be to receive and retain the Deposit (with all interest thereon, if any), as and for full liquidated damages (the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser's default), and neither Seller, nor either of the parties constituting Seller, shall have any other or additional right or remedy against Purchaser. The Seller's retention of the Deposit is intended not as a penalty, but as full liquidated damages and is Seller's sole and exclusive remedy in the time established for reasons other than Seller’s event of default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduledhereunder by Purchaser. Nothing in this AgreementSection 15.1 shall be deemed a limitation on the liability of Purchaser in respect of any obligations and covenants of Purchaser set forth in any instruments or documents executed and delivered by Purchaser at the Closing, however, shall require Seller to delay/extend the date of the Closing beyond the time or specifically and expressly set forth in this Agreement to survive the Closing. 15.2 If Seller shall fail or prevent Seller from treating Purchaser as being in default if Purchaser fails refuse to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under title as required by the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, or Seller otherwise is in default hereunder so that Purchaser will give has the right to refuse to close title, in either case so as to entitle Purchaser to a remedy in respect of this Agreement, then, following receipt by Seller 20 days’ of five (5) Business Days prior written notice of defaultfrom Purchaser stating that Seller is in default hereunder, and if unless Seller has not shall have cured within such default during the five (5) Business Day period, then as Purchaser’s sole remediessubject to the provisions of Section 6 relating to uncured Title Objections, Purchaser may elect either shall have the right to (1i) to obtain specific performance of Seller's obligations hereunder, or (ii) cancel and terminate this Agreement and to receive a return of the deposit(s) paid under Deposit. In no event shall Purchaser be entitled to an award of compensatory, consequential, or other damages from Seller. Nothing in this Section 15.2 shall be deemed a limitation on the liability of Seller in respect of any obligations and covenants of Seller set forth in any instruments or documents executed and delivered by Seller at the Closing, or specifically and expressly set forth in this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to survive the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderClosing. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant: (a) The vacating or abandonment of the Premises by Tenant (which shall be conclusively presumed if Tenant leaves the Premises closed or unoccupied continuously for thirty (30) days). (b) The failure by Tenant to close make any payment of rent or any other payment required to be made by Tenant hereunder as and when due and after five (5) days written notice to Tenant by Landlord to pay same. (c) The occurrence of an event described in Paragraphs "Bankruptcy and Insolvency" and "Receivership", hereof. (d) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this transaction Lease to be observed or performed by ▇▇▇▇▇▇, other than described in subparagraph (b) and (c), above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant. In the event of any such material default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the time established for reasons other than Seller’s exercise of any right or remedy which Landlord may have by reason of such default or delaybreach: (a) Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including, but not limited to expenses of reletting, reasonable attorney's fees, and Seller agrees to delay/extend any real estate commission actually paid; the date worth at the time of award by a court having jurisdiction of the Closing in accordance with unpaid rent which had been earned after termination until the time of such award exceeds the amount of such rental loss that the Tenant proves could have been reasonably avoided; the worth at the time of such award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss that the Tenant proves could be reasonably avoided; and the portion of any real estate commission payable by Landlord applicable to the unexpired term of this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay Lease. Unpaid installments of rent or other sums shall bear interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which due at the Closing was originally scheduled to occur to and including rate of ten percent (10%) per annum. In the date on which event Tenant shall have abandoned the Closing actually occurs. FurtherPremises, all prorations Landlord shall be made as have the option of (i) retaking possession of the date Premises and recovering from Tenant the Closing was originally scheduled. Nothing amount specified in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified subparagraph (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrarya), or (2ii) Purchaser can elect to seek specific performance proceeding against subparagraph (b). For purposes of Seller’s obligations hereunderthis subparagraph (a), the term "worth at the time of such award" shall have the meaning provided in Section 1951.2(b) of the California Civil Code. D. Each (b) As provided in Section 1951.4 of the parties acknowledges and agrees that the remedies of liquidated damages California Civil Code, maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.not Tenant shall have abandoned the

Default and Remedies. A. If Purchaser fails an Event of Default with respect to close this transaction Senior Notes shall occur and be continuing, the principal of the Senior Notes may be declared due and payable in the time established for reasons other than Seller’s default manner and with the effect and consequent remedies to the Holders, in each case, as provided in the Indenture. No Holder of any Senior Note shall have any right by virtue or delay, and Seller agrees to delay/extend the date by availing of any provision of the Closing Indenture to institute any action or proceeding at law or in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing equity or in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) bankruptcy or otherwise becomes in default upon or under or with respect to the terms and provisions hereofIndenture, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account appointment of Seller a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of a Continuing Event of Default and unless the Holders of not less than 25% in aggregate principal amount of the Senior Notes then Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as liquidated damages Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and the Holders of a majority in principal amount of then Outstanding Senior Notes shall have not as given the Trustee a penaltydirection inconsistent with such request, consideration it being understood and intended, and being expressly covenanted by the Holders of every Senior Note with every other Holder and the Trustee, that no one or more Holders of Senior shall have any right in any manner whatever by virtue or by availing of any provision of the Indenture to affect, disturb or prejudice the rights of any other such Holder of Senior Notes, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under the Indenture, except in the manner herein provided and for the execution equal, ratable and common benefit of this Agreement all Holders of Senior Notes. For the protection and in full settlement enforcement of any claimsthe provisions of the Indenture, whereupon Purchaser each and Seller every Holder and the Trustee shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages entitled to such relief as can be given either at law or in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserequity. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant: (a) The failure by Tenant to close make any payment of rent or any other payment required to be made by Tenant hereunder as and when due and after ten (10) days written notice to Tenant by Landlord to pay same. (b) The occurrence of an event described in Paragraphs "Bankruptcy and Insolvency" and "Receivership", hereof (c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this transaction Lease to be observed or performed by Tenant, other than described in subparagraph (b) and (c) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant, provided that if such failure cannot be cured within such thirty (30) day time period, then it shall not be an event of default so long as Tenant is diligently pursuing the cure of such matter. In the event of any such material default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the time established for reasons other than Seller’s exercise of any right or remedy which Landlord may have by reason of such default or delaybreach: (a) Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including, but not limited to expenses of reletting, reasonable attorney's fees, and Seller agrees to delay/extend any real estate commission actually paid; the date worth at the time of award by a court having jurisdiction of the Closing in accordance with unpaid rent which had been eared after termination until the time of such award exceeds the amount of such rental loss that the Tenant proves could have been reasonably avoided; the worth at the time of such award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss that the Tenant proves could be reasonably avoided; and the portion of any real estate commission payable by Landlord applicable to the unexpired term of this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay Lease. Unpaid installments of rent or other sums shall bear interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which due at the Closing was originally scheduled to occur to and including rate of ten percent (10%) per annum. In the date on which event Tenant shall have abandoned the Closing actually occurs. FurtherPremises, all prorations Landlord shall be made as have the option of (i) retaking possession of the date Premises and recovering from Tenant the Closing was originally scheduled. Nothing amount specified in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified subparagraph (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrarya), or (2ii) Purchaser can elect proceeding against subparagraph (b). For purposes of subparagraph (a), the term "worth at the time of such award" shall have the meaning provided in Section 1951.2(b) of the California Civil Code. (b) As provided in Section 1951.4 of the California Civil Code, maintain Tenant's right to seek specific performance possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event, Landlord shall be entitled to enforce all of Seller’s obligations Landlord's rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. D. Each (c) Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the parties acknowledges and agrees that the remedies State of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.California

Default and Remedies. A. If (a) Seller and Purchaser fails to close this transaction hereby agree that in the time established for reasons other than Seller’s default or delay, and event that Seller agrees shall have failed in any material respect on the Closing Date to delay/extend the date have performed any of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to covenants and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth agreements contained in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed which are to be paid performed by Purchaser shall be retained by Seller on or for before the account Closing Date, any representation or warranty of Seller as liquidated damages and not as a penaltyherein was untrue in any material respect when made, consideration for or Seller shall have caused any representation or warranty to become untrue in any material respect between the execution date of this Agreement and in full settlement the Closing, then either (1) Purchaser may terminate this Agreement and be entitled to a return of any claims, whereupon Purchaser the Deposit and Seller shall be relieved of all obligations under this Agreement. Seller and liable to reimburse Purchaser have agreed that Seller’s its actual damages in the event of default by Purchaser would be extremely difficult or impossible documented out-of-pocket due diligence expenses, including reasonable legal fees, not to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)exceed $25,000.00, or (2) Purchaser can elect may waive such default or failure of condition, and proceed to seek close the transaction, in which event Purchaser shall have the right of specific performance to compel Seller to fulfill its obligation to sell the Property under the terms and conditions of this Agreement, but Seller shall not be liable for any other fees or expenses of Purchaser, including any reasonable legal fees or expenses, court costs, or out-of-pocket due diligence expenses, except for any legal fees and expenses incurred by Purchaser in obtaining specific performance of this Agreement. Purchaser’s election of one of the two remedies set forth in this Section 14(a) shall be Purchaser’s sole remedy in the event of a default by Seller hereunder, and Purchaser shall have no right to pursue any other damages from Seller, whether characterized as general or specific damages, compensatory damages, consequential damages, or any other form of money damages. (b) Seller and Purchaser agree that, in the event that Purchaser shall have failed in any material respect on the Closing Date to have performed any of the covenants and agreements contained in this Agreement which are to be performed by Purchaser on the Closing Date, any representation or warranty of Purchaser herein was untrue in any material respect when made, or Purchaser shall have caused any representation or warranty to become untrue in any material respect between the date of this Agreement and the Closing, then Seller shall be entitled to receive the Deposit as liquidated damages, in lieu of all other remedies available to Seller at law or in equity for such default or failure of condition. Seller and Purchaser agree that it would be difficult if not impossible to determine Seller’s obligations hereunder. D. Each damages, and that the amount of the parties acknowledges Deposit held by Escrow Agent from time to time is a reasonable estimate of such damages. Accordingly, the Deposit shall be paid over to Seller as full and agrees that the remedies of final liquidated damages in the event Purchaser fails to close in accordance with the terms and provisions of this Agreement and Seller shall accept such amount as full and final damages and Seller’s only remedy at law or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesin equity.

Default and Remedies. A. (a) If Purchaser (i) Buyer fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing complete Settlement in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as terms of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date time being strictly of the Closing beyond the time set forth essence in this Agreement any such case, or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all depositsii) or otherwise becomes in default defaults under the terms Agreement and provisions hereofsuch default is not cured within ten (10) days after written notice specifying such default is given to Buyer; then in such event the Deposit or such portion thereof as has been paid, the deposit(s) paid and agreed to any interest thereon shall be paid by Purchaser shall be to and retained by or for the account of Seller as liquidated and agreed damages for such breach or failure to Settle, which shall be Seller’s sole remedy for such breach, and not this Agreement shall thereupon terminate and the parties shall have no further liability or obligation each to the other hereunder except for those obligations which expressly survive the termination of this Agreement. The parties hereto acknowledge that the damages provided for hereby are a fair and reasonable approximation of the harm that Seller would suffer as a penalty, consideration for the execution result of this Agreement and Buyer’s default. (b) If Seller defaults in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all its obligations under this Agreement, and such default is not cured within ten (10) days after written notice specifying such default is given to Seller, Buyer, in its sole discretion may either: (i) terminate this Agreement by written notice to that effect given to Seller, in which event the Deposit and Extension Deposit plus actual out of pocket costs (including legal fees and due diligence costs) shall be paid to Buyer and this Agreement shall thereupon terminate; or (ii) enforce this Agreement by way of an action for specific performance. Seller and Purchaser have agreed that Seller’s actual damages in In the event that Buyer elects to proceed pursuant to Section 7(b)(ii), then any such action shall be commenced within ninety (90) days after the date of Buyer’s notice of default to Seller or Buyer shall be deemed to have elected to proceed in accordance with Section 7(b)(i) hereof and shall have no further right to proceed by Purchaser would way of an action for specific performance or otherwise. In the event that Buyer elects to proceed with an action for specific performance in accordance with Section 7(b)(ii), Buyer shall also be extremely difficult or impossible entitled to determinereceive from Seller reasonable attorney’s fees, court costs and other costs and losses suffered by Seller thereby. Therefore, by signing this Agreement, the The parties hereto acknowledge that the deposit(s) paid damages provided for hereby are a fair and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, reasonable approximation of the harm that Buyer would suffer as the parties’ reasonable estimate a result of Seller’s liquidated damages in default. (c) In the event of a breach wilful or intentional default on the part of this Agreement by Purchaserthe Seller hereunder making it impossible to transfer title to Buyer as herein contemplated, then Buyer shall be entitled to pursue any and all remedies provided at law or in equity, including the rights to direct damages, excluding consequential damages against Seller. Seller hereby waives and releases any right to seek direct damages, including consequential damages, or specific performance against Buyer. C. If (d) Buyer and Seller defaults hereby agree that the remedies available against the other are set forth in their entirety herein, and forever waives and releases any claims that they may now or in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid future have under this Agreement to dateor otherwise for rescission, whereupon both parties shall be released from any further obligations hereunder (except as may be damages or equitable relief not specifically provided herein for herein. This waiver and release shall remain in effect notwithstanding the discovery of additional facts or claims not now known to the contrary), Buyer or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date 18.1 The occurrence of any one of the Closing in accordance with following shall be deemed a Material Default by Licensee under this Section 7.A., Purchaser shall, if Seller is willing Agreement: 18.1.1 Failure by Licensee to close, be pay any fee or other sum required to pay interest on be paid under the original Total Purchase Price at terms of this Agreement and such default continues for a rate equal period of ten (10) days after written notice thereof to 18% per annum Licensee; 18.1.2 Failure by Licensee to perform or observe any other term, condition, covenant, obligation or provision of this Agreement and such default continues for a period of thirty (30) days after written notice thereof from GTE (provided that if such default is not curable within such thirty (30) day period, the date on period will be extended if Licensee commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure); 18.1.3 The filing of any tax or mechanic's lien against GTE's poles which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as is not bonded or discharged within thirty (30) days of the date the Closing was originally scheduled. Nothing Licensee receives notice that such lien has been filed; 18.1.4 Licensee's voluntary or involuntary bankruptcy; 18.1.5 Licensee's knowing use or maintenance of its Attachments in this Agreementviolation of any law or regulation, however, shall require Seller to delay/extend the date or in aid of any unlawful act or undertaking; 18.1.6 If any authorization which may be required of the Closing beyond Licensee by any governmental or private authority for the time placement, operation or maintenance of Licensee's Attachments is denied or revoked. 18.2 In the event of a Material Default, GTE, without any further notice to the Licensee (except where expressly provided for below or required by applicable law) may do any one or more of the following: 18.2.1 Perform, on behalf and at the expense of Licensee, any obligation of Licensee under this Agreement which Licensee has failed to perform and of which GTE shall have given Licensee notice, the cost of which performance shall be paid by Licensee to GTE upon demand; 18.2.2 Terminate this Agreement by giving notice of such termination to Licensee and remove Licensee's Attachments and store them in a public warehouse or elsewhere at the expense of and for the account of Licensee without GTE being deemed guilty of trespass or conversion, and without GTE becoming liable for any loss or damages to Licensee occasioned thereby; or 18.2.3 Exercise any other legal or equitable right or remedy which GTE may have. 18.3 Any costs and expenses incurred by GTE (including, without limitation, reasonable attorneys' fees) in enforcing this Agreement shall be repaid to GTE by Licensee upon demand. 18.4 Upon termination of this Agreement by GTE because of a material default by Licensee, Licensee shall remain liable to GTE for any and all fees, other payments and damages which may be due or sustained prior to such termination, all reasonable costs, fees and expenses, including, without limitation, reasonable attorneys' fees incurred by GTE in pursuit of its remedies hereunder, and additional liquidated damages which shall be an amount equal to one full year of Pole Attachment fees. 18.5 All rights and remedies of each party set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained cumulative and none shall exclude any other right or remedy, now or hereafter allowed by or for the account available under any statute, ordinance, rule of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)court, or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages common law, either at law or specific performance for Seller and the remedies of specific performance in equity, or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.both. 168

Default and Remedies. A. If Purchaser Lessee fails to close this transaction in the time established for reasons pay any Rent, Taxes, Additional Charges or other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller amount that Lessee is willing to close, be required to pay interest under this Lease within ten (10) days after the same is due and payable, or if Lessee fails to observe, keep or perform any other provision of this Lease required to be observed, kept or performed by Lessee, Lessor shall have the right to exercise any one or more of the following remedies: (a) declare the entire amount of Rent, Taxes and Additional Charges hereunder for the remainder of the Term immediately due and payable without notice or demand to Lessee; (b) ▇▇▇ for and recover all Rents, Taxes, Additional Charges and other payments, then accrued or thereafter accruing; (c) enter the Premises, without being liable for trespass, and take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law; Lessee hereby waives any and all damages and claims occasioned by such taking of possession; (d) terminate this Lease; and (e) pursue any other remedy at law or in equity. Notwithstanding any termination, repossession or any other action which Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the original Total Purchase Price part of the Lessee to be performed under this Lease. All of Lessor's remedies are cumulative, and may be exercised concurrently or separately. Lessee’s obligations to pay Rent, Taxes and Additional Charges shall survive the expiration or termination of this Lease. Lessor may charge interest at a the rate equal to 18of 1.5% per annum from month on any Rent, Taxes or Additional Charges that are not paid within ten (10) days after the date on which the Closing such payment was originally scheduled to occur to due. Lessee shall also pay Lessor’s reasonable attorney’s fees and including the date on which the Closing actually occurs. Furthercourt costs incurred in collecting Rent, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in Additional Charges or other amounts due under this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement Lease and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations enforcing its remedies under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by PurchaserLease. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser Section 24.01. The occurrence of any one or more of the following events shall, at Landlord's option, constitute an event of default of this Lease: (a) if Tenant shall fail to pay any Rental or other sums payable by Tenant hereunder within 10 days of written notice thereof from Landlord (provided, however, if such event of default shall occur more than once in every 6 months period, Landlord shall not be required to provide any written notice of default and an event of default shall occur as and when such Rental or other sums becomes due and payable); (b) if Tenant shall fail to perform or observe any other term hereof or any of the Rules and Regulations and such failure shall continue for more than 30 days after notice thereof from Landlord; (c) if Tenant fails to close take occupancy within 30 days following substantial completion; (d) if Tenant deserts or vacates any substantial portion of the Premises; (e) if any petition is filed by or against Tenant or any guarantor of Tenant's obligations under this transaction Lease under any section or chapter of the present or any future Federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof; (f) if Tenant or any guarantor of Tenant's obligations under this Lease becomes insolvent or makes a transfer in fraud of creditors; (g) if Tenant or any guarantor of this Lease makes an assignment for the time established benefit of creditors; or (h) if a receiver, custodian, or trustee is appointed for reasons other than Seller’s default Tenant or delay, and Seller agrees to delay/extend for any of the assets of Tenant which appointment is not vacated within 30 days of the date of such appointment. Section 24.02. If an event of default occurs, at any time thereafter Landlord may do one or more of the Closing following without any additional notice or demand: (a) Terminate this Lease, in accordance with which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may, without notice and without prejudice to any other remedy Landlord may have, enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefor; and Tenant shall be liable to Landlord for all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Premises or otherwise, including any loss of Rental for the remainder of the Term. Any such loss of Rental shall be offset by any Rental received by Landlord as a result of reletting the Premises during the remainder of the Term. (b) Terminate this Section 7.A.Lease, Purchaser shallin which event Tenant's event of default shall be considered a total breach of Tenant's obligations under this Lease and Tenant immediately shall become liable for such damages for such breach amount, if Seller is willing equal to closethe total of: (1) the costs of recovering the Premises; (2) the unpaid Rental earned as of the date of termination, be required to pay plus interest on the original Total Purchase Price thereon at a rate equal to 18% per annum from the due date on equal to 5% percent over the Prime Rate; provided, however, that such interest shall never exceed the Highest Lawful Rate; (3) the amount of the excess of (i) the total Rental and other benefits which Landlord would have received under the Closing was originally scheduled to occur to and including Lease for the date on which remainder of the Closing actually occurs. FurtherTerm, at the rates then in effect, together with all prorations shall be made other expenses occurred by Landlord in connection with Tenant's default, over (ii) the Fair Market Rate of the balance of the Term as of the date time of such breach, which excess shall be discounted at the Closing was originally scheduled. Nothing rate of 8% per annum to the then present value; and (4) all other sums of money and damages owing by Tenant and Landlord. (c) Enter upon and take possession of the Premises as Tenant's agent without terminating this Lease and without being liable to prosecution or any claim for damages therefor, and Landlord may relet the Premises as Tenant's agent and receive the Rental therefor, in this Agreementwhich event Tenant shall pay to Landlord on demand the cost of renovating, repairing, and altering the Premises for a new Tenant or Tenants and any deficiency that may arise by reason of such reletting; provided, however, that Landlord shall require Seller have no duty to delay/extend relet the date Premises and Landlord's failure to relet the Premises shall not release or affect Tenant's liability for Rental or for damages. (d) Do whatever Tenant is obligated to do under this Lease and may enter the Premises without being liable to prosecution or any claim for damages therefor, to accomplish this purpose. Tenant shall reimburse Landlord immediately upon demand for any expenses which Landlord incurs in thus effecting compliance with this Lease on Tenant's behalf, and Landlord shall not be liable for any damages suffered by Tenant from such action, whether caused by the negligence of Landlord or otherwise. Section 24.03. No act or thing done by Landlord or its agents during the Term shall constitute an acceptance of an attempted surrender of the Closing beyond Premises, and no agreement to accept a surrender of the time set forth in Premises or to terminate this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser Lease shall be retained valid unless made in writing and signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute an election by Landlord to terminate this Lease, unless a written notice of such intention is given to Tenant. Notwithstanding any such reletting or re-entry or taking possession, Landlord may at any time thereafter terminate this Lease for the account a previous default. Landlord's acceptance of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the Rental following an event of default by Purchaser would hereunder shall not be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, construed as the parties’ reasonable estimate a waiver of Seller’s liquidated damages in the such event of a default. No waiver by Landlord of any breach of this Agreement Lease shall constitute a waiver of any other violation or breach of any time of the terms hereof. Forbearance by PurchaserLandlord to enforce one or more of the remedies herein provided upon a breach hereof shall not constitute a waiver of any other breach of the Lease. C. If Seller defaults Section 24.04. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing and signed by Landlord. Nor shall any custom or practice which may evolve between the parties in the administration of the terms of this Lease be construed to waive or lessen Landlord's right to insist upon strict performance of the terms of this Agreement, Purchaser will give Seller 20 days’ notice Lease. The rights granted to Landlord in this Lease shall Exhibit 10.74 be cumulative of defaultevery other right or remedy which Landlord may otherwise have at law or in equity or by statue, and if Seller has the exercise of one or more rights or remedies shall not cured within such period, then as Purchaser’s sole prejudice or impair the current or subsequent exercise of other rights or remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date any of the Closing in accordance with this Section 7.A.following shall occur: (a) Tenant fails, Purchaser shallfor any reason, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including make any payment of all deposits) or otherwise becomes in default under Rent as and when the terms and provisions hereof, the deposit(s) paid and agreed same is due to be paid by Purchaser hereunder and such default continues for five (5) days after notice is given to Tenant; (b) Tenant fails, for any reason, to observe or perform any obligation of Tenant pursuant to this Lease other than the payment of any Rent, and such default continues for fifteen (15) days, or such shorter period as expressly provided herein, after notice thereof to Tenant, provided that if the default could not, in the reasonable opinion of Landlord, be remedied within fifteen (15) days after notice and provided Tenant has commenced to remedy such failure not later than five (5) days after notice and proceeds thereafter to diligently and continuously remedy it, the number of days shall be retained extended to that number of days which would in the opinion of Landlord, acting reasonably, then suffice for the remedying of such default; (c) Tenant shall purport to make a Transfer affecting the Premises, or the Premises shall be used by any person or for any purpose, other than in compliance with this Lease; (d) Tenant or any other occupant of the account of Seller as liquidated damages and not as a penalty, consideration Premises makes an assignment for the execution benefit of this Agreement and in full settlement creditors or becomes bankrupt or insolvent or takes the benefit of any claimsstatute for bankrupt or insolvent debtors or makes any proposal or arrangement with creditors, whereupon Purchaser or Tenant makes any sale in bulk of any property on the Premises (other than in conjunction with a Transfer approved in writing by Landlord and Seller shall be relieved of made pursuant to all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contraryapplicable legislation), or steps are taken for the winding up or other termination of Tenant’s existence or liquidation of its assets; (2e) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each a trustee, receiver, receiver-manager, or similar person is appointed in respect of the parties acknowledges assets or business of Tenant or any other occupant of the Premises; (f) Tenant attempts to or does abandon the Premises or remove or dispose of any goods from the Premises, so that there would not be sufficient goods on the Premises subject to distress to satisfy all arrears of Rent and agrees that all Rent payable hereunder for a further period of at least six (6) months, or if the remedies Premises are vacant or unoccupied for a period of liquidated damages five (5) consecutive days or specific performance more without the prior written consent of Landlord; (g) this Lease or any other property of Tenant is at any time seized or taken in execution which remains unsatisfied for Seller a period of five (5) days or more; (h) termination or re-entry by Landlord is permitted under any provision of this Lease or at law; then the then current and the next three (3) months’ Rent shall be forthwith due and payable and, in addition to any other rights or remedies to which ▇▇▇▇▇▇▇▇ is entitled hereunder or at law, Landlord shall have the following rights and remedies, which are cumulative and not alternative, namely: (i) to terminate this Lease in respect of specific performance the whole or any part of the Premises by written notice to ▇▇▇▇▇▇; (ii) as agent of Tenant to relet the Premises and take possession of any furniture, fixtures, equipment or other property thereon and, upon giving notice to Tenant, to store the same at the expense and risk of Tenant or sell or otherwise dispose of the same at public or private sale without further notice, and to make alterations to the Premises to facilitate their reletting and to apply the net proceeds of the sale of any furniture, fixtures, equipment, or other property or from the reletting of the Premises, less all expenses incurred by Landlord in making the Premises ready for reletting and in reletting the Premises, on account of the Rent due and to become due under this Lease and Tenant shall be liable to Landlord for any deficiency and for all such expenses incurred by Landlord as aforesaid; nothing done by Landlord shall be construed as an election to terminate this Lease unless written notice of such termination is given by Landlord to Tenant; (iii) to remedy any default of Tenant in performing any repairs, work or other obligations of Tenant hereunder, and in so doing to enter upon the Premises, without any liability to Tenant therefor and without constituting a re-entry of the Premises or termination of this Lease or breach of Landlord’s covenant of quiet enjoyment, and, in such case, Tenant shall pay to Landlord forthwith upon demand all reasonable costs of Landlord in remedying or attempting to remedy any such default plus fifteen (15%) percent of such amounts and charges for Purchaser are proper inspection and mutually negotiated remedies supervision; and (iv) to obtain damages from Tenant including, without limitation, if this Lease is terminated, all deficiencies between all amounts which would have been payable by Tenant for what would have been the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each balance of the parties Term, but for such termination, and that all net amounts actually received by Landlord for such remedies take into account the peculiar expenses and risks of each of the partiesperiod.

Default and Remedies. A. If Purchaser a. The occurrence of any of the following shall constitute an "Event of Default" under this Lease by Tenant: i. The Rent or other sum due under this Lease is not paid when due (hereinafter referred to as a "Monetary Default"); ii. Tenant fails to close fulfill or perform, or violates any other obligation or term of this transaction in Lease (hereinafter referred to as a "Nonmonetary Default"). b. Upon the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date occurrence of the Closing in accordance with this Section 7.A., Purchaser shallan Event of Default, if Seller such Event of Default is willing not cured within ten (10) days for a Monetary Default or thirty (30) days for a Nonmonetary Default, after written notice of such Event of Default by Landlord to closeTenant, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations Tenant shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under this Lease and Landlord shall have the terms option to do and provisions hereofperform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted by law or in equity: i. Landlord may take possession of the deposit(s) paid Premises without further notice, and agreed without prejudicing Landlord's rights to be paid by Purchaser damages. ii. Landlord may elect to cure any default and the cost of such action shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all added to Tenant's financial obligations under this Agreement. iii. Seller Landlord may terminate this Lease prior to the normal ending thereof by lapse of time or otherwise and Purchaser collect rent for the period prior to termination thereof. iv. Landlord, as Tenant's agent, without terminating the Lease, may at Landlord's option enter upon and rent Premises or any part thereof at the best price obtainable by reasonable effort, without advertisement and by private negotiations and for any term Landlord deems proper. Tenant shall be liable to Landlord for the deficiency, if any, between Tenant's rent hereunder and the price obtained by Landlord on reletting. v. Landlord shall have agreed that Seller’s actual damages all other rights and remedies available at law or in equity. c. Tenant shall pay all reasonable costs, damages, and expenses suffered by Landlord by reason of Tenant's defaults. d. In the event of default by Purchaser would be extremely difficult that Landlord fails to perform or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach violates any obligation or term of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ Lease and fails to cure said default within thirty (30) days after written notice of defaultsuch Event of Default by Tenant to Landlord, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid Landlord shall be in default under this Agreement to date, whereupon both parties Lease and Tenant shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), have all rights and remedies available at law or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderin equity. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser (a) An “Event of Default” shall be deemed to exist and Tenant shall be in default hereunder if: (i) Tenant fails to close pay any Rent when due and such failure continues for more than 5 business days after Landlord has ​ ​ ​ given Tenant written notice of such failure (such notice being in lieu of, and not in addition to, any applicable statutory notice); provided, however, in no event shall Landlord have any obligation to give Tenant more than 1 such notice in any 12-month period, after which there shall be an Event of Default if Tenant fails to pay any Rent when due during such 12-month period, regardless of Tenant’s receipt of notice of such nonpayment, and, provided further, there shall be an automatic Event of Default if Tenant fails to pay any Rent when due and the automatic stay of bankruptcy precludes issuance of a default notice; (ii) Tenant fails to bond over a mechanic’s or materialmen’s lien within 30 days after Landlord’s demand; (iii) there is any assignment or subletting (regardless of whether the same might be void under this transaction Lease) in violation of the terms of this Lease and Tenant fails to undo or void such Transfer within ten (10) business days after written notice; (iv) Tenant fails to deliver any Landlord-requested estoppel certificate or subordination agreement within 5 business days after receipt of notice that such document was not received within the time established period required under this Lease, provided (A) such notice states in bold that Tenant’s failure to respond within five (5) business days shall be an Event of Default and (B) it shall not be an Event of Default if Tenant’s failure to deliver such document is a result of Tenant’s good faith negotiation of the form of such document; (v) there is a filing of a voluntary petition for reasons relief by Tenant or any guarantor, or the filing of a petition against Tenant or any guarantor in a proceeding under the federal bankruptcy or other insolvency laws that is not withdrawn or dismissed within 90 days thereafter, or Tenant’s rejection of this Lease after such a filing, or, under the provisions of any law providing for reorganization or winding up of corporations, the assumption by any court of competent jurisdiction of jurisdiction, custody, or control of Tenant or any substantial part of its property, or of any guarantor, where such jurisdiction, custody, or control remains in force, unrelinquished, unstayed, or unterminated for a period of 90 days, or the commencement of steps or proceedings toward the dissolution, winding up, or other termination of the existence of Tenant, or toward the liquidation of either of their respective assets, or the evidence of the inability of Tenant or any guarantor to pay its debts as they come due, including without limitation an admission in writing of its inability to pay its debts when due, or any judgment docketed against any guarantor which is not paid, bonded, or otherwise discharged within 45 days; or (v) Tenant fails to observe or perform any of Tenant’s other agreements or obligations under this Lease and such failure continues for more than Seller’s default 30 days after Landlord gives Tenant written notice of such failure (not to exceed an additional 90 days), or delaythe expiration of such additional time period as is reasonably necessary to cure such failure, provided Tenant promptly commences and thereafter proceeds with all due diligence and in good faith to cure such failure. (b) Upon the occurrence of an Event of Default, Landlord, in addition to the other rights or remedies it may have under this Lease, at law, or in equity, and Seller agrees without prejudice to delay/extend the date any of the Closing same, shall have the option, without any notice to Tenant and with or without judicial process, to pursue any one or more of the following remedies: (i) Landlord shall have the right to terminate this Lease, in accordance with this Section 7.A.which event Tenant shall immediately surrender the Premises to Landlord, Purchaser shall, if Seller is willing to close, be required to and Tenant shall pay interest on Landlord upon demand for the original Total Purchase Price at a rate direct losses and damages that Landlord suffers or incurs by reason of such termination which shall equal damages in an amount equal to 18% per annum from the date on which total of: (A) the Closing was originally scheduled to occur to costs of repossessing the Premises and including all other expenses reasonably incurred by Landlord in connection with Tenant’s default, plus the date on which Administrative Fee; (B) the Closing actually occurs. Further, all prorations shall be made unpaid Rent earned as of the date of termination; and (C) all Rent for the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend period that would otherwise have constituted the date remainder of the Closing beyond Term less the fair market rental of the Premises for such period (as reasonably determined by Landlord as of the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails of such termination), discounted to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment present value at a rate of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement2% per annum. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return The “Administrative Fee” means 5% of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), costs incurred by Landlord in curing Tenant’s default or (2) Purchaser can elect to seek specific performance of Sellerperforming Tenant’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. (A) Each of the following shall constitute an "Event of Default": (1) If Purchaser fails Tenant shall fail to close pay when due any Base Rent, additional rent or other monetary obligation payable by Tenant under this transaction Lease and such default shall continue for ten (10) days after Landlord gives written notice thereof to Tenant; or (2) If Tenant shall fail to observe or perform any other provision of this Lease, and such default shall continue for a period of ten (10) days after Landlord gives written notice thereof to Tenant or if such default cannot be cured in such period and Tenant has commenced and diligently pursues cure, Tenant shall be granted an additional thirty (30) days to effect cure; or (3) If Tenant vacates or abandons the Premises. (B) In the Event of Default, Landlord may, at its sole option, either (i) terminate this Lease, or (ii) without terminating this Lease take possession of the Premises, with or without process of law, using such force as may be necessary to remove all persons and personal property therefrom, and in the event of such re-entry without termination, Landlord may (but shall have no obligation to do so), lease the Premises for the remainder of the term or for a lesser or longer period on such terms and conditions as Landlord, in its sole judgement, deems advisable and for the purpose of such re-letting, Landlord is hereby authorized to make such repairs and alterations as Landlord deems necessary. Notwithstanding any re-letting without termination, (i) Tenant shall remain liable for payments of the Base Rent, additional rent and all other monetary obligations and for the performance of all other obligations to be performed by Tenant under this Lease and (ii) Landlord may at any time established thereafter elect to terminate this Lease for reasons other than Seller’s default or delaysuch previous breach. The rentals received from any such re-letting shall first be applied to the expenses of such re-letting (including alteration and repair expenses, and Seller agrees reasonable brokerage and attorney's fees) and second to delay/extend the date payment of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing rent and other charges due and unpaid hereunder. Tenant shall not be entitled to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum receive any surplus funds received by Landlord from any such re-letting. If such funds from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed re-letting are less than those required to be paid by Purchaser Tenant hereunder for any month, such deficiency shall be retained calculated and payable monthly by Tenant. Landlord shall also be entitled to collect from Tenant any other loss or for damage which Landlord may sustain by reason of Tenant's default under this Lease. Tenant hereby grants to Landlord a security interest in Tenant's Property to secure the account performance of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all Tenant's obligations under this AgreementLease. Seller and Purchaser have agreed that Seller’s actual damages Notwithstanding any provision to the contrary, in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of Tenant's default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) Landlord shall make reasonable efforts to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereundermitigate its damages. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. ▇▇▇▇▇.▇▇▇ 7.1 If Purchaser fails an event of default has occurred and is continuing with respect to close this transaction in any LCCCA Bond Documents, then notwithstanding any agreement, expressed or implied, between or among the time established for reasons other than Seller’s default Bank, the Trustee, the County and the LCCCA to waive, modify or delay, and Seller agrees to delay/extend the date suspend enforcement of any of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as rights of the date Bank or obligations of the Closing was originally scheduled. Nothing in LCCCA, the LCCCA shall immediately notify the Trustee and the parties hereto that a default has occurred and for the purpose of instructing the Trustee to direct the County Treasurer to remit 100% of the HRRT into the Convention Center Authority Trust Fund which will be used by the LCCCA to meet its obligations under the LCCCA Bond Documents. 7.2 An “Event of Default”, for purposes of this Agreement, however, shall require Seller occur by any party hereunder if that party fails to delay/extend the date of the Closing beyond the time set forth comply with any provision or requirement contained or referenced in this Agreement or prevent Seller from treating Purchaser the Recognition Agreements (as being in amended); provided, no default if Purchaser fails shall occur hereunder unless written notice shall have been given to close within that time. B. If Purchaser fails all parties to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and ten (10) days shall have elapsed after receipt of such notice without the cure thereof, provided, however, that if such default is not reasonably capable of being cured within such ten (10) day period and if the defaulting party shall have commenced to cure same, no default shall occur so long as such defaulting party continuously and diligently pursues the cure thereof to completion, but in full settlement no event to exceed sixty (60) days. 7.3 Upon the occurrence and continuation of any claims, whereupon Purchaser and Seller shall be relieved an Event of all obligations Default under this Agreement. Seller and Purchaser , any or all of the non-defaulting parties shall have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible right to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the bring an action for specific performance of this Agreement, Purchaser will give Seller 20 days’ notice of defaultall parties hereto agreeing that monetary damages are not sufficient to make the other parties whole for a default under this Agreement. 7.4 The parties hereto waive all rights to claim or assert consequential, special and if Seller has not cured within such periodpunitive damages in connection with this Agreement. 7.5 In any proceeding arising under this Agreement, then as Purchaser’s sole remedies, Purchaser may elect either (1the prevailing party(ies) shall be entitled to cancel and terminate this Agreement and to receive a return recover the costs of the deposit(s) paid under this Agreement to dateproceeding, whereupon both parties shall be released from any further obligations hereunder (except as well as reasonable attorneys’ fees and expenses before and at trial, on appeal, in bankruptcy and in post judgment collection, as such post judgment costs may be specifically provided herein to awarded by the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereundercourt. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser Tenant defaults in the payment of Basic Rent or any Additional Rent within fifteen (15) days after the due date thereof (no notice thereof being required to be given by Landlord), or if the Premises shall be deserted, abandoned or vacated, or if Tenant defaults in compliance with any of the other covenants or conditions of this Lease and fails to close cure the same within thirty (30) days after the receipt of notice specifying the default, then upon such rental default or at the expiration of such 30 days, as the case may be, Landlord may (a) cancel and terminate this transaction in Lease upon written notice to Tenant (whereupon the Term shall terminate and expire, and Tenant shall then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided) and/or (b) at any time thereafter re-enter and resume possession of the Premises as if this Lease had not been made. Anything above to the contrary notwithstanding, the said 30 day period of time for cure of non-monetary defaults shall extend beyond such 30 days for the period of time necessary to effect the cure provided that Tenant shall diligently commence the cure during such 30 day period and shall diligently and continuously prosecute the cure to completion. B. If this Lease shall be terminated or if Landlord shall be entitled to re-enter the Premises and dispossess or remove Tenant under the provisions of this Section (either or both of which events are hereinafter referred to as a "Termination"), Landlord or Landlord's Agents may immediately or at any time thereafter re-enter the Premises and remove therefrom Tenant, its Agents, and any subtenants and other persons, firms or corporations, and all or any of its or their property therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law or by peaceable reentry without being liable to indictment, prosecution or damages therefor, and may repossess and enjoy the Premises, including all additions, alterations and improvements thereto. C. In case of Termination, the Basic Rent and all other charges required to be paid by Tenant hereunder shall thereupon become due and shall be paid by Tenant up to the time established for reasons other than Seller’s default or delayof the Termination, and Seller agrees Tenant shall also pay to delay/extend Landlord all reasonable expenses which Landlord may then or thereafter incur as a result of or arising out of a Termination, including but not limited to court costs, attorneys' fees, brokerage commissions, and costs of terminating the date tenancy of Tenant, re-entering, dispossessing or otherwise removing Tenant and restoring the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing Premises to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made condition as of the date hereof, reasonable wear and tear excepted, and from time to time altering and otherwise preparing the Closing was originally scheduledsame for re-letting (including but not limited to costs of removing all or any part of the Alterations made by Tenant). Nothing Upon a Termination, Landlord may, at any time and from time to time (but shall not except to the extent required by law, be obligated to), re-let the Premises, in whole or in part, either in its own name or as Tenant's agent, for a term or terms which, at Landlord's option, may be for the remainder of the Term, or for any longer or shorter period. D. In addition to the payments required hereinabove in this AgreementSection, howeverTenant shall be obligated to, and shall, pay to Landlord, upon demand and at Landlord's option: (i) damages in an amount which, at the time of Termination, is equal to the excess, if any, of the then present amount of the installments of Basic Rent and Additional Rent reserved hereunder, for the period which would otherwise have constituted the unexpired portion of the Term over the then present rental value of the Premises for such unexpired portion of the Term discounted at prime + 2% (the word "Term" for purposes of this clause (i) and the ensuing clause (ii) being deemed to include any Renewal Term then in effect or for which the option shall require Seller to delay/extend have theretofore been exercised); or (ii) damages payable in monthly installments, in advance, on the first day of each calendar month following the Termination, and continuing until the date originally fixed herein for the expiration of the Closing beyond Term, in amounts equal to the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default excess, if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within any, of the time specified (including payment sums of the aggregate expenses paid by Landlord during the month immediately preceding such calendar month for all deposits) or otherwise becomes in default under such items as, by the terms and provisions hereofof this Lease, the deposit(s) paid and agreed are required to be paid by Purchaser Tenant, plus an amount equal to the installment of Basic Rent which would have been payable by Tenant hereunder in respect to such calendar month, had this Lease not been terminated, over the sum of rents, if any, collected by or accruing to Landlord in respect to such calendar month pursuant to a re-letting or to any holding over by any subtenants of Tenant. E. Except as otherwise required by law in connection with Landlord's obligation to mitigate damages, Landlord shall in no event be liable for failure to relet the Premises, or in the event that the Premises are re-let, for failure to collect rent due under such re-letting; and in no event shall Tenant be entitled to receive any excess of rents over the sums payable by Tenant to Landlord hereunder but such excess shall be retained by credited to the unpaid rentals due hereunder, and to the expenses of reletting and preparing for re-letting as provided herein. F. Suit or suits for the recovery of damages hereunder, or for any installments of rent; may be brought by Landlord from time to time at its election, and nothing herein contained shall be deemed to require Landlord to postpone suit until the account of Seller as liquidated damages and date when the Term would have expired if it had not as a penalty, consideration for been terminated under the execution provisions of this Agreement Lease, or under any provision of law, or had Landlord not reentered into or upon the Premises. G. Landlord, at its option, in addition to any and all remedies available to it, shall have the right to charge a fee for payment of rent received later than fifteen (15) days after the date due, which fee shall be five percent (5%) of the delinquent payment. H. Tenant hereby waives all rights of redemption to which Tenant or any person claiming under Tenant might be entitled, after an abandonment of the Premises or after a surrender and acceptance of the Premises and Tenant's leasehold estate, or after a dispossession of Tenant from the Premises, or after a termination of this Lease, or after a judgment against Tenant in full settlement an action in ejectment, or after the issuance of a final order or warrant of dispossess in a summary proceeding, or in any other proceeding or action authorized by any rule of law or statute now or hereafter in force or effect. I. No mention in this Lease of any claimsspecific right or remedy shall preclude Landlord from exercising any other right or from having any other remedy or from maintaining any action to which Landlord may otherwise be entitled hereunder or at law or in equity. J. Landlord is hereby granted a lien, whereupon Purchaser in addition to any statutory lien or right to distrain that may exist, upon all property of Tenant in or upon the Premises, to secure payment of the rent and Seller performance of the covenants and conditions of this Lease provided however that such lien shall be relieved junior and subordinate to the lien of existing bank debt, the liens in favor of the Estate of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Estate") for funds advanced by the Estate prior to the date hereof, and for any liens granted in connection with any refinancing, replacement or assignment of such debt. Such lien is agreed to constitute a security interest and this Lease a security agreement within the meaning of the Uniform Commercial Code as applicable to New Jersey. Upon default by Tenant beyond any grace period to cure same, Landlord shall have the right, as agent of Tenant, and subject to the rights of other lienholders including the Estate, to take possession of any furniture, fixtures or other personal property of Tenant found in or about the Premises, and sell the same at public or private sale and to apply the proceeds thereof to the payment of any monies becoming due under this Lease, the Tenant hereby waiving the benefit of all obligations laws exempting property from execution, levy and sale under this Agreementdistress or judgment. Seller Tenant agrees to pay, as Additional Rent, all reasonable attorneys' fees and Purchaser have agreed that Seller’s actual damages other expenses incurred by Landlord in the enforcing its lien given above. Tenant shall be allowed to pursue any remedies available to it at law or equity in event of default by Purchaser would be extremely difficult Landlord. K. If Landlord defaults in compliance with any terms or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach conditions of this Agreement by Purchaser. C. If Seller defaults in the performance of this AgreementLease, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties Tenant shall be released from entitled to pursue any further obligations hereunder (except as may be specifically provided herein to the contrary), remedy available at law or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderin equity in connection therewith. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser at any time Tenant fails to close (i) pay any sum within seven days after the same has become due under this transaction in the time established for reasons other than Seller’s Lease, or (ii) within fifteen days after notice fails to remedy any default or delay, and Seller agrees with respect to delay/extend the date any of the Closing in accordance with other provisions, covenants or conditions of this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed Lease to be paid kept or performed by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penaltyTenant, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages then in the event of default by Purchaser would be extremely difficult any such failure Landlord shall have the right to reenter the Premises and remove all persons and all or impossible to determine. Thereforeany property therefrom, by signing this Agreementany suitable action or proceeding at law, without being liable for any prosecution therefor or damages resulting therefrom, and repossess and enjoy the parties acknowledge that the deposit(s) paid and agreed to be paid by PurchaserPremises, together with all accrued interest thereonadditions, is (are) agreed uponalterations and improvements, after negotiationand Landlord may, at its option, repair, alter, remodel and/or change the character of the Premises as it may deem fit and charge Tenant the cost therefor, and/or at any time relet the Premises or any part or parts thereof, as the parties’ reasonable estimate agent of SellerTenant or otherwise. The exercise by Landlord of any right granted in the sentence immediately preceding shall not relieve Tenant from the obligation to make all rental payments, and to fulfill all other covenants required by this Lease, at the time and in the manner provided herein. Tenant, throughout the remaining term hereof, shall pay Landlord, no later than the last day of each month during the term, the then current excess, if any, of the sum of the unpaid rentals and costs to Landlord resulting from such default by Tenant over the proceeds, if any, received by Landlord from such reletting, if any. Landlord shall not be required to relet the Premises nor exercise any other right granted to Landlord hereunder, nor shall Landlord be under any obligation to minimize Tenant’s liquidated damages in loss as a result of Tenant's default. If Landlord attempts to relet the Premises, Landlord shall be the sole judge as to whether a proposed tenant is suitable and acceptable. In the event of a breach by Tenant of this Agreement by Purchaser. C. If Seller defaults any of the covenants or provisions hereof, Landlord shall have, in addition to any other remedies which it may have the right to invoke, any remedy allowed at law or in equity to enforce Landlord’s rights or any of them, as if re-entry and other remedies were not herein provided. Landlord shall not be in default in the performance of any of its obligations in this AgreementLease unless and until Landlord shall have failed to perform such obligation within fifteen days, Purchaser will give Seller 20 days’ or such additional time as is reasonably required to correct any such default after notice of by Tenant to Landlord properly specifying the default. The various rights, options, elections, powers, and if Seller has not cured within such period, then remedies contained in this Lease shall be construed as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel cumulative and terminate this Agreement and to receive a return no one of them shall be exclusive of any of the deposit(s) paid under others, or of any other legal or equitable remedy which either party might otherwise have in the event of breach or default in the terms hereof, and the exercise of one right or remedy by such party shall not impair its right to any other right or remedy until all obligations upon the other party have been fully performed. Landlord, and any person, firm, or corporation comprising Landlord shall not have any personal liability with respect to any of the provisions of this Agreement to date, whereupon both parties Lease. Tenant's sole recourse shall be released from any further obligations hereunder (except as may be specifically provided herein to against the contrary)Premises, or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper real and mutually negotiated remedies personal property comprising the same for the respective parties satisfaction of any of Tenant's claims and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesremedies.

Default and Remedies. A. If Purchaser fails to close this transaction in This lLease is made entered into by Lessor on the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date condition that Lessee shall perform all of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to covenants and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time agreements set forth in this Agreement lLease which are to be performed by the Lessee. If at any time there be is a default on the part of the Lessee in the payment of rent (the term rent meaning all rentals and any other sums payable to the Lessor pursuant to this lLease ), taxes, assessments, utility charges or prevent Seller any other charges and payments by Lessee to be made, or any part thereof, and if such default shall continue for a period of thirty-five (35) days after written notice from treating Purchaser Lessor as provided for herein; or if the Lessee shall fail, refuse or neglect to forthwith cease the violation of any of the provisions of this lLease, or if there shall be default on the part of the Lessee in the performance of any of the remaining covenants or agreements of this lLease by the Lessee which are to be performed, and such default shall continue for a period of thirty-five (35) days after written notice of such default being given by the Lessor as provided for herein and Lessee has not diligently commenced action to cure such default, the Lessor shall have the right to pursue all rights and remedies it may have at law or in default if Purchaser fails equity, including injunctive relief, or it shall have the right, without further demand or notice (which is hereby waived) at its election, to close within that time. B. If Purchaser fails terminate this lLease and to perform this Agreement within enter upon the demised pPremises with or without legal process and take immediate possession thereof. In addition, Lessor may bring suit for and collect all rents and payments payable to the CityLessor, and all costs, expenses, attorney fees and damages incurred or suffered by the Lessor. From the time specified (including payment of such entry, this lLease and all deposits) rights, privileges, easements and leasehold interests herein granted shall terminate to all intents and purposes whatsoever; provided also, that for rents due and nonperformance of other conditions, Lessor may sue at once and pursue all remedies that it may have at law or otherwise becomes in default under equity without being required to enter into possession and forfeit the terms Lessee's term as herein provided. Lessor and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed ▇▇▇▇▇▇ further agree that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreementany default, the parties acknowledge that defaulting party shall pay all costs and expenses, including a reasonable attorney's fee, which may arise or accrue from enforcing this leaseLease, or in pursuit of any remedies provided hereunder, or by the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return statutes of the deposit(s) paid under this Agreement to dateState of Nevada, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), whether such remedy is pursued by filing a suit or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderotherwise. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default The occurrence of any one or delay, and Seller agrees to delay/extend the date more of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at following events shall constitute a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits"Default") or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Seller: (i) failure of Seller to repurchase any Purchased Account when required pursuant to Paragraph 7 hereof; (ii) the failure of Seller to perform any other covenant or agreement contained herein; (iii) any warranty or representation of Seller made herein shall be untrue; (iv) dissolution or termination of existence of Seller; (v) death of any Seller if Seller shall be an individual; (vi) Seller shall file or have filed against it a petition in bankruptcy or for reorganization or adjustment of its debts or if Seller shall make an assignment for the benefit of creditors; (vii) a tax lien shall be filed against Seller; (viii) a judgment shall be entered against Seller which is not promptly satisfied or if a levy attachment shall be filed against Seller or its property; and/or (ix) if Purchaser shall PLEASE INITIAL HERE _______ Factoring Agreement. page 4 of 5. deem itself insecure for any reason whatsoever. In the event a Default shall occur: i) Purchaser shall have the right to require Seller to immediately repurchase all of the Purchased Accounts for an amount equal to the sum of the aggregate unpaid balances of all the Purchased Accounts then owned by Purchaser plus all Charges and other amounts due Purchaser hereunder; ii) Seller shall pay to Purchaser all other damages costs and losses caused to it by reason of such Default, including, but not limited to reasonable attorneys' fees, court costs, other collection expenses and all other expenses and costs incurred or paid by Purchaser to obtain performance or to enforce any covenant or agreement of Seller hereunder; and iii) Purchaser shall have the right to enforce all rights which it may have with respect to the security interest granted to it pursuant to this Factoring Agreement and specifically, but not by way of limitation, to notify all Account Debtors of Seller's Accounts to make all payments directly to Purchaser. C. If Seller defaults , to notify and require the U.S. Post Office to deliver Seller's mail to Purchaser, and to open Seller's mail and take and endorse for deposit in the performance name of this AgreementSeller all payments received upon any of Seller's Accounts and to deposit same for benefit of Purchaser. In addition to the Charges provided for elsewhere herein, Seller shall pay Purchaser will give a late payment charge equal to eighteen per cent ( 18%) per annum of any amounts not paid when due to the date of payment thereof. To the extent permitted by law, Seller 20 days’ notice hereby irrevocably authorizes any attorney of defaultany court of record to appear for Seller in such court, in term time or vacation, at any time after a default hereunder and confess judgment against Seller, without process in favor of Purchaser, its successors or assigns, for such amount as may appear due, owing and unpaid hereunder, together with costs of collection including reasonable attorney's fees, and if Seller has not cured within to waive and release all errors which may intervene in any such periodproceedings, then as Purchaser’s sole remediesand consent to immediate execution upon such judgment, Purchaser hereby ratifying and confirming all that said attorney may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderdo by virtue hereof. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date Each of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations following shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the deemed an event of default by Purchaser would Debtor (each, an "Event of Default"): (1) If any representation or warranty of Debtor or Lessee set forth in any of the Loan Documents is false in any material respect, or if Debtor or Lessee renders any false statement or account. (2) If any principal, interest or other monetary sum due under the Notes, the Mortgages or any other Loan Document is not paid within five days after the date when due; provided, however, notwithstanding the occurrence of such an Event of Default, FFCA shall not be extremely difficult entitled to exercise its rights and remedies set forth below unless and until FFCA shall have given Debtor notice thereof and a period of five days from the delivery of such notice shall have elapsed without such Event of Default being cured. (3) If Debtor fails to observe or impossible perform any of the other covenants (except with respect to determine. Thereforea breach of the Fixed Charge Coverage Ratio, by signing which breach is addressed in subitem (6) below), conditions, or obligations of this Agreement; provided, however, if any such failure does not involve the payment of any monetary sum, is not willful or intentional, does not place any rights or interest in collateral of FFCA in immediate jeopardy, and is within the reasonable power of Debtor to promptly cure after receipt of notice thereof, all as determined by FFCA in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until FFCA shall have given Debtor notice thereof and a period of 30 days shall have elapsed, during which period Debtor may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such 30-day period, as determined by FFCA in its reasonable discretion, and Debtor is diligently pursuing a cure of such failure, then Debtor shall have a reasonable period to cure such failure beyond such 30-day period, which shall not exceed 90 days after receiving notice of the failure from FFCA. If Debtor shall fail to correct or cure such failure within such 90-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. (4) If Debtor or Lessee becomes insolvent within the meaning of the Code, files or notifies FFCA that it intends to file a petition under the Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, an "Action"), becomes the subject of either a petition under the Code or an Action, or is not generally paying its debts as the same become due. (5) If there is an "Event of Default" under any other Loan Document, the parties acknowledge that Lease or a breach or default, after the deposit(spassage of all applicable notice and cure or grace periods, under any of the Other Agreements. (6) paid If there is a breach of the Fixed Charge Coverage Ratio requirement and agreed FFCA shall have given Debtor notice thereof and Debtor shall have failed within a period of 30 days from the delivery of such notice to either (i) pay to FFCA the FCCR Amount (without premium or penalty) with respect to such of the Premises (starting with the Premises with the lowest Fixed Charge Coverage Ratio and proceeding in ascending order to the Premises with the next lowest Fixed Charge Coverage Ratio) as is necessary to cure the breach of the Fixed Charge Coverage Ratio requirement and for which the then Fixed Charge Coverage Ratio (with the definitions in Section 7.B being deemed to be paid modified as applicable to provide for the calculation of the Fixed Charge Coverage Ratio for each such Premises on an individual basis rather than on an aggregate basis with the other Premises) is below 1.50:1 (each, a "Subject Premises"), (ii) prepay the Note or Notes corresponding to the Subject Premises in whole but not in part (without premium or penalty), or (iii) notify FFCA of Debtor's election to substitute a Substitute Premises for each Subject Premises in accordance with the terms of Section 13 (the failure of Debtor to complete such substitution within 60 days after FFCA shall have given the notice discussed above shall be deemed to be an Event of Default without further notice or demand of any kind being required). For purposes of the preceding sentence, "FCCR Amount" means that sum of money which, when subtracted from the outstanding principal amount of the Note corresponding to a Subject Premises, and assuming the resulting principal balance is reamortized in equal monthly payments over the remaining term of such Note at the rate of interest set forth therein, will result in an adjusted aggregate Fixed Charge Coverage Ratio for all of the Premises of at least 1.50:1 based on the prior year's operations. Promptly after Debtor's payment of the FCCR Amount, Debtor and FFCA shall execute an amendment to each such Note in form and substance reasonably acceptable to FFCA reducing the principal amount payable to FFCA under such Note and reamortizing the principal amount of such Note in equal monthly payments over the then remaining term of such Note at the rate of interest set forth therein. Notwithstanding the foregoing, to the extent that, in accordance with the provisions of Section 7.B, FFCA shall have imposed an aggregate Fixed Charge Coverage Ratio requirement with respect to all of the Premises corresponding to the Loans in any Securitized Loan Pool, then, in order to prevent an Event of Default from occurring by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event reason of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreementsuch aggregate Fixed Charge Coverage Ratio requirement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect Debtor must either (1i) pay to cancel and terminate this Agreement and FFCA the Modified FCCR Amount (without premium or penalty) within the aforesaid 30 day period with respect to receive a return such of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein Premises corresponding to the contrary), or Loans in such Securitized Loan Pool (2) Purchaser can elect starting with the Premises with the lowest Fixed Charge Coverage Ratio and proceeding in ascending order to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that Premises with the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.next

Default and Remedies. A. If Purchaser fails the Closing does not occur due to close this transaction in Acquiror's default hereunder, or the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date breach of the Closing in accordance with this Section 7.A.representations, Purchaser shallwarranties, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as covenants or other terms of the date the Closing was originally scheduled. Nothing in this Agreement, howeverand such default or breach is not cured or remedied within ten (10) business days after receipt of written notice thereof given by Contributor to Acquiror, or otherwise waived by Contributor, Contributor may terminate this Agreement and, as its sole remedy, receive the ▇▇▇▇▇▇▇ Money from the Escrowee, as liquidated damages, in which event this Agreement shall require Seller be deemed null and void and the parties shall be released from all further obligations and liabilities under this Agreement, except with respect to delay/extend the date of the Closing beyond the time indemnity set forth in this Agreement Section 15B. It is recognized by Contributor and Acquiror that the damages Contributor will sustain by reason of Acquiror's default, breach or prevent Seller from treating Purchaser failure will be substantial, but difficult, if not impossible, to ascertain. The ▇▇▇▇▇▇▇ Money has been determined by the parties as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or a reasonable sum for the account of Seller as liquidated damages and is intended not as a penalty, consideration for the execution of this Agreement and in but as full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserdamages. C. If Seller defaults B. If, prior to the Closing, Contributor is in default with respect to, or breaches, or fails to perform one or more of the performance representations, covenants, warranties or other terms of this Agreement, Purchaser will give Seller 20 days’ notice of and such default, and if Seller has breach or failure is not cured or remedied within such periodten (10) business days after receipt of written notice thereof given by Acquiror to Contributor, then or otherwise waived by Acquiror, Acquiror as Purchaser’s its sole remedies, Purchaser remedy may elect either (1a) to cancel and terminate this Agreement Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned by the Escrowee to Acquiror and Contributor shall reimburse Acquiror for its reasonable out-of-pocket expenses incurred by Acquiror (not to receive a return of exceed $50,000 in the deposit(saggregate) paid under pursuant to this Agreement to dateand, whereupon both upon such return and reimbursement, the parties shall be released from any all further obligations hereunder (and liabilities under this Agreement, except as may be specifically provided herein with respect to the contrary)Surviving Indemnities, or (2b) Purchaser can elect to seek ▇▇▇ for specific performance of Seller’s obligations hereunder. D. Each (except in such case where such default, breach or failure to perform is the result of the parties acknowledges good faith failure despite best efforts by Contributor to obtain the consent of Manufacturers, Traders & Trust Company and agrees ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.). In the event Acquiror elects the remedy set forth in (a) above, Contributor shall reimburse Acquiror for such expenses within fifteen (15) days after Contributor's receipt of written notice from Acquiror accompanied by copies of invoices detailing such expenses or such other documentation that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that reasonably substantiates such remedies take into account the peculiar expenses and risks of each of the partiesexpenses.

Default and Remedies. A. If Purchaser (a) An “Event of Default” shall be deemed to exist and Tenant shall be in default hereunder if: (i) Tenant fails to close this transaction pay any Rent when due and such failure continues for more than 3 business days after Landlord has given Tenant written notice of such failure (such notice being in the time established for reasons other than Seller’s default or delaylieu of, and Seller agrees to delay/extend the date of the Closing not in accordance with this Section 7.A.addition to, Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreementany applicable statutory notice); provided, however, in no event shall require Seller Landlord have any obligation to delay/extend give Tenant more than 1 such notice in any 12-month period, after which there shall be an Event of Default if Tenant fails to pay any Rent when due, regardless of Tenant’s receipt of notice of such nonpayment, and, provided further, there shall be an automatic Event of Default if Tenant fails to pay any Rent when due and an automatic stay of bankruptcy precludes issuance of a default notice; (ii) Tenant fails to bond over a mechanic’s or materialmen’s lien within 10 days after ▇▇▇▇▇▇▇▇’s demand; (iii) there is any assignment or subletting (regardless of whether the date same might be void under this Lease) in violation of the Closing terms of this Lease; (iv) the occurrence of any default beyond the time set forth any applicable notice and/or cure period under any guaranty executed in connection with this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser Lease; (v) Tenant fails to close deliver any Landlord- requested estoppel certificate or subordination agreement within 5 business days after receipt of notice that time. B. If Purchaser fails to perform this Agreement such document was not received within the time specified period required under this Lease; (including payment vi) Tenant ceases to use the Premises for the Permitted Use or removes substantially all of all depositsits furniture, equipment, and personal property from the Premises (other than in the case of a permitted subletting or assignment) or otherwise becomes permits the same to be unoccupied for longer than a week; (vii) there is a filing of a voluntary petition for relief by Tenant or any guarantor of this Lease, or the filing of a petition against Tenant or any guarantor of this Lease in default a proceeding under the terms and federal bankruptcy or other insolvency laws that is not withdrawn or dismissed within 45 days thereafter, or ▇▇▇▇▇▇’s rejection of this Lease after such a filing, or, under the provisions hereofof any law providing for reorganization or winding up of corporations, the deposit(s) paid and agreed to be paid assumption by Purchaser shall be retained by any court of competent jurisdiction of jurisdiction, custody, or for the account control of Seller as liquidated damages and not as a penaltyTenant or any substantial part of its property, consideration for the execution or of any guarantor of this Agreement and Lease, where such jurisdiction, custody, or control remains in full settlement force, unrelinquished, unstayed, or unterminated for a period of 45 days, or the death or ceasing of existence of Tenant or any claimsguarantor of this Lease, whereupon Purchaser and Seller shall be relieved or the commencement of all steps or proceedings toward the dissolution, winding up, or other termination of the existence of Tenant or any guarantor of this Lease, or toward the liquidation of either of their respective assets, or the evidence of the inability of Tenant or any guarantor of this Lease to pay its debts as they come due, including without limitation an admission in writing of its inability to pay its debts when due, or any judgment docketed against any guarantor of this Lease which is not paid, bonded, or otherwise discharged within 45 days; or (viii) Tenant fails to observe or perform any of Tenant’s other agreements or obligations under this Agreement. Seller Lease and Purchaser have agreed that Seller’s actual damages in such failure continues for more than 30 days after Landlord gives Tenant written notice of such failure, or the event expiration of default by Purchaser would be extremely difficult or impossible such additional time period as is reasonably necessary to determine. Thereforecure such failure (not to exceed 60 days), by signing this Agreement, the parties acknowledge that the deposit(s) paid provided ▇▇▇▇▇▇ immediately commences and agreed to be paid by Purchaser, thereafter proceeds with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages due diligence and in the event of a breach of this Agreement by Purchasergood faith to cure such failure. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser Lessee defaults in the payment of any sum of money to be paid under this Lease and such default continues for a period of ten (10) days after written notice to Lessee of such default or if Lessee fails to close this transaction in the time established for reasons other than Seller’s default perform any covenant or delaycondition required to be performed by Lessee, which failure shall not be remedied within ten (10) days after notice thereof by Lessor to Lessee or if Lessee shall dissolve, make or commit any act of bankruptcy or if any proceeding under any bankruptcy or insolvency statute or any laws relating to relief of debtors is commenced by Lessee or if any such proceeding is commenced against Lessee and Seller agrees to delay/extend same shall not have been removed within thirty (30) days of the date of the Closing in accordance filing thereof or if a receiver, trustee or liquidator is appointed for Lessee or for all or a substantial part of Lessee’s assets with this Section 7.A., Purchaser shallLessee’s consent or, if Seller without Lessee’s consent, the same shall not have been removed within thirty (30) days of the date of the appointment thereof or if an order, judgment or decree is willing entered by a court of competent jurisdiction and continues unpaid and in effect for any period of thirty (30) consecutive days without a stay of execution or if a writ of attachment or execution is levied on any car and is not discharged within ten (10) days thereafter, Lessor may exercise one or more of the following remedies with respect to closethe cars: 1. Immediately terminate this Lease and Lessee’s rights hereunder; 2. Require Lessee to return the cars to Lessor at Lessee’s expense, and if Lessee fails to so comply, Lessor may take possession of such cars without demand or notice and without court order or legal process. Lessee hereby waives any damages occasioned by such taking of possession, whether or not Lessee was in default at the time possession was taken, so long as Lessor reasonably believes that Lessee was in default at such time. Lessee acknowledges that it may have a right to notice of possession and the taking of possession with a court order or other legal process. Lessee, however, knowingly waives any right to such notice of possession and the taking of such possession without court order or legal process; 3. Lease the cars to such persons, at such rental, and for such period of time as Lessor shall elect. Lessor shall apply the proceeds from such leasing, less all costs and expenses incurred in the recovery, repair, storage and renting of such cars, toward the payment of Lessee’s obligations hereunder. Lessee shall remain liable for any deficiency, which, at Lessor’s option, shall be required paid monthly as suffered or immediately, or at the end of the Lease term as damages for Lessee’s default; 4. Bring legal action to recover all rent or other amounts then accrued or thereafter accruing from Lessee to Lessor under any provision hereunder; 5. Pursue any other remedy which Lessor may have. Each remedy is cumulative and may be enforced separately or concurrently. In the event of default, Lessee shall pay to Lessor upon demand all costs and expenses, including reasonable attorneys’ fee expended by Lessor in the enforcement of its rights and remedies hereunder, and Lessee shall pay interest on any amount owing to Lessor from the original Total Purchase Price time such amount becomes due hereunder at a rate per annum equal to three percentage points above the prime rate of Chase Manhattan Bank (or its successor), such rate to be reduced, however, to the extent it exceeds the maximum rate permitted by applicable law. In addition, Lessee shall, without expense to Lessor, assist Lessor in repossessing the cars and shall, for a reasonable time, if required, furnish suitable trackage space for the storage of the cars. If Lessee fails to perform any of its obligations hereunder, Lessor, at Lessee’s expense, and without waiving any rights it may have against Lessee for such nonperformance, may itself render such performance. Lessee shall reimburse Lessor on demand for all sums so paid by Lessor on Lessee’s behalf, together with interest at a rate equal to 18% per annum from three percentage points above the date on which the Closing was originally scheduled prime rate of Chase Manhattan Bank (or its successor), such rate to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreementreduced, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderextent it exceeds the maximum rate permitted by applicable law. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close (a) The occurrence of any of the following events shall constitute an event of default (“Event of Default”) under this transaction Lease on the part of Tenant: (i) Tenant shall default in the payment of any Rent when due (including Annual Basic Rent, Tenant’s Operating Expense Share, Tenant’s Tax Share and Above Standard Services Rent), and such default shall continue for a period of ten (10) Business Days after written notice thereof from Landlord to Tenant; or (ii) At any time established that Tenant does not satisfy the Self-Insurance Net Worth Test, Tenant shall default in its obligation to maintain any policy of insurance that Tenant is required to maintain under Section 6.5 hereof, and such default shall continue for reasons a period of ten (10) Business Days after written notice from Landlord to Tenant of such default, which notice shall (A) specifically refer to Section 6.5 hereof, and the insurance policy which Tenant has failed to maintain, and (B) state, in all capital letters and in a prominent place, that the continuance of such failure to maintain insurance for five (5) Business Days after Tenant’s receipt of such written notice will constitute an Event of Default under this Section 7.1(a)(ii); or (iii) Tenant shall default under any of its other obligations under this Lease (other than Seller’s any default or delaydescribed in Section 7.1(a)(i) and (ii) above), and Seller such default shall continue for a period of thirty (30) days after written notice from Landlord to Tenant thereof (or, if such default is curable but reasonably cannot be cured within such thirty (30) day period, then Tenant shall not commence the cure thereof within such thirty (30) day period or thereafter shall not diligently pursue such cure until the same is accomplished). (b) Upon the occurrence of an Event of Default, subject to Section 7.1(e) below, Landlord, in addition to all other remedies available to it at law or in equity, shall have the right to terminate this Lease, or terminate Tenant’s right to possession hereunder, by written notice to Tenant, whereupon the following provisions shall apply: (i) Tenant shall immediately vacate the Leased Premises pursuant to Section 4.1 hereof, whereupon Landlord shall have the right to re-enter and take possession of the Leased Premises. (ii) Landlord may immediately or at any time thereafter re-enter the Leased Premises, and (x) repair any condition which shall constitute a default on Tenant’s part hereunder, and (y) remove any Tenant Property then located within the Leased Premises consistent with the provisions of Section 5.3 hereof. (iii) Landlord may immediately or at anytime thereafter relet the Leased Premises or any part thereof, for such time or times, at such rental or rentals and upon such other terms and conditions as Landlord deems reasonable, and Landlord may make any alterations or repairs to the Leased Premises that are necessary or proper to facilitate such reletting as office space. Landlord hereby agrees to delay/extend use its commercially reasonable efforts to relet the Leased Premises to mitigate or otherwise reduce the damages for which Tenant may be liable hereunder; provided that in no event shall Landlord’s leasing or attempted leasing of other space in the Building instead of the Leased Premises, in and of itself, violate the provisions of this sentence. Any such reletting may be for such rent, for such time, and upon such terms as the Landlord, in the Landlord’s good faith discretion, shall determine, provided, that the same shall, in all events, be commercially reasonable. Landlord shall be deemed to have exercised commercially reasonable efforts to relet the Leased Premises so long as Landlord or Landlord’s agents employ marketing methods and procedures substantially similar to marketing methods and procedures used by Landlord or Landlord’s agents to market and lease other vacant space in the Building or other buildings, which are similar in nature and quality to the Building, owned by Landlord or an Affiliate of Landlord. (iv) Landlord shall have the right to recover from Tenant, as damages, the sum of (1) the full amount of all unpaid Annual Basic Rent and Additional Rent payable up to the time of such termination of this Lease (or termination of Tenant’s right to possession, as the case may be) (including, if applicable, any unpaid interest payable by Tenant under Section 2.1(d) hereof), plus (2) all reasonable costs incurred by Landlord in connection with (x) evicting Tenant from the Leased Premises, and (y) any repairs or removals made pursuant to Section 7.1(b)(ii) above, plus (3) damages pursuant to either “(A)” or “(B)” below, as Landlord shall elect: (A) damages, payable monthly throughout the period (the “Damages Period”) commencing on the day after the date of such termination and ending on the Closing last day of the Term (determined without regard to any theretofore unexercised Renewal Options), in accordance with a monthly sum equal to the excess (if any) of (i) the monthly Rent which would have been payable by Tenant under this Section 7.A.Lease for such month had this Lease remained in effect, Purchaser shallover (ii) the monthly sums payable to Landlord for such month under any lease(s) of the Leased Premises then in effect (net of the reasonable costs incurred by Landlord to re-let the Leased Premises pursuant to such lease(s)) (it being agreed that Tenant shall not be entitled to receive any excess of the sums described in clause (ii) of this sentence over the sums described in clause (i) of this sentence); or (B) damages, payable in a one-time lump-sum, equal to the excess, if Seller is willing any, of (i) the present value (discounted at the Prime Rate) of the total amount of all Rent which would have been payable by Tenant under this Lease for the entire Damages Period had this Lease remained in effect, over (ii) the present value (discounted at the same rate) of the fair market rental value of the Leased Premises for the entire Damages Period. (c) If Landlord re-enters the Leased Premises after terminating this Lease pursuant to closeSection 7.1(b) above, Tenant hereby waives all claims for damages that may be caused by such re-entry by Landlord, other than claims based on Landlord’s willful misconduct or negligence. (d) The exercise by Landlord of any one or more of the rights and remedies provided in this Lease shall not prevent the subsequent exercise by Landlord of any one or more of the other rights and remedies herein provided or otherwise permitted at law or in equity. Except as otherwise provided in this Lease, remedies provided for in this Lease are cumulative and may, at the election of Landlord, be required exercised alternatively, successively, or in any other manner and are in addition to pay interest on any other rights provided for or allowed by law or in equity. (e) Notwithstanding the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time provisions set forth in Section 7.1(b), Landlord may not terminate this Agreement Lease pursuant thereto unless Tenant shall have failed to pay, without the contractual right to ▇▇▇▇▇ or prevent Seller offset as herein otherwise provided, Rent in an amount equal to or greater than the Threshold Default Amount, and such failure to pay continues, beyond the point of becoming an Event of Default, for an additional period of ten (10) Business Days following Tenant’s receipt of second written notice thereof from treating Purchaser as being Landlord, which notice shall refer to this Section 7.1(e), and state in default all capital letters (or other prominent display) that this Lease may be terminated if Purchaser Tenant fails to close within that time. B. If Purchaser fails promptly pay all overdue Rent. The "Threshold Default Amount" shall mean an amount equal to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or two (2) Purchaser can elect to seek specific performance of Seller’s obligations months’ Annual Basic Rent hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date 18.1 The occurrence of any one of the Closing in accordance with following shall be deemed a Default” by Licensee under this Section 7.A., Purchaser shall, if Seller is willing Agreement: Failure by Licensee to close, be pay any fee or other sum required to pay interest on be paid under the original Total Purchase Price at terms of this Agreement and such default continues for a rate equal period of thirty (30) calendar days after written notice thereof to 18% per annum Licensee: Failure by Licensee to perform or observe any other term, condition, covenant, obligation or provision of this Agreement and such default continues for a period of thirty (30) calendar days after written notice thereof from GTE (provided that if such default is not curable within such thirty (30) day period, the date on period will be extended if Licensee commences to cure such default within such thirty (30) calendar day period and proceeds diligently thereafter to effect such cure): The filing of any tax or mechanic’s lien against any GTE conduit(s) which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as is not bonded or discharged within thirty (30) calendar days of the date the Closing was originally scheduled. Nothing Licensee receives notice that such lien has been tiled; Licensee’s voluntary or involuntary bankruptcy: Licensee’s knowing use or maintenance of Licensee’s Facilities in this Agreementviolation of any law or regulation, however, shall require Seller to delay/extend the date or in aid of any unlawful act or undertaking; The denial or revocation of any authorization which may be required of the Closing beyond Licensee by any governmental or private authority for the time set forth in placement, operation or maintenance of Licensee’s Facilities. I a. 2 In the event of a Material Default, GTE, without any further notice to the Licensee (except where expressly provided for below or required by applicable law) may do any one or more of the following: Perform, on behalf and at the expense of Licensee, any obligation of Licensee under this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails which Licensee has failed to perform this Agreement within the time specified (including payment and of all deposits) or otherwise becomes in default under the terms and provisions hereofwhich GTE shall have given Licensee notice, the deposit(s) paid and agreed to cost of which performance shall be paid by Purchaser shall be retained Licensee to GTE upon demand; Terminate this Agreement by giving notice of such termination to Licensee and upon sixty (60) calendar days written notice remove Licensee’s Facilities and store them in a public warehouse or elsewhere at the expense of and for the account of Seller as liquidated damages and not as a penalty, consideration for the execution Licensee without GTE being deemed guilty of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult trespass or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of defaultconversion, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) without GTE becoming liable for any loss or damages to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.Licensee occasioned thereby: or

Default and Remedies. A. Each of the following events shall constitute a default or breach of this Lease by Tenant: (a) If Purchaser fails Tenant, or any successor or assignee of Tenant while in possession, shall file a petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall voluntarily take advantage of any such act or shall make assignment for the benefit of creditors. (b) If involuntary proceedings under any bankruptcy laws or insolvency act shall be instituted against Tenant, or if a receiver or trustee shall be appointed for all or substantially all of the property of Tenant, and such proceedings shall not be dismissed or the receivership or trusteeship vacated within ninety (90) days after the institution or appointment. (c) If Tenant shall fail to close pay Landlord any rent or additional rent together with any interest thereon within five (5) days after Landlord notifies Tenant that it is unpaid. (d) If Tenant shall fail to perform or comply with any of the other conditions of this transaction Lease within thirty (30) days after notice by Landlord to Tenant specifying the condition to be performed or complied with; or, if the performance cannot be reasonably had within the thirty (30) day period, Tenant shall not in good faith have commenced performance within the thirty (30) day period and shall not diligently proceed to completion of performance. In the event of any default hereunder, Landlord at any time thereafter, may re-enter the Premises and expel, remove, and put out Tenant or any person or persons occupying the Premises and may remove all personal property therefrom. Upon re-entry Landlord may, at its option, relet the Premises or any part thereof as the agent of Tenant, and Tenant shall pay Landlord the difference between the rent hereby reserved for the portion of the term remaining at the time established of re- entry and the amount received under such reletting for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date such portion of the Closing in accordance with term. Upon re-entry Landlord may at its option, terminate this Lease and at any time thereafter recover from Tenant all sums then due as well as the present value of the amount by which all rent and other payments to be made by Tenant for the remainder of the Lease term exceed the reasonable rental value of the Premises for the remainder of the Lease term. All actions taken by Landlord pursuant to this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations 20 shall be made as without prejudice to any other remedies that otherwise might be used for the collection of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date arrears of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by rent or for the account preceding breach of Seller as liquidated damages covenant or conditions. If Tenant has failed to cure any default hereunder within the applicable periods of grace and/or notice and cure set forth above, Landlord may elect, but shall not as a penaltybe obligated, consideration to comply with any condition, agreement, or term required hereby to be performed by Tenant, and Landlord shall have the right to enter the Premises for the execution purpose of this Agreement and in full settlement of correcting or remedying any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of such default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return remain until the default has been corrected or remedied, but any expenditure for such correction by Landlord shall not be deemed to waive or release the default of Tenant or the deposit(s) paid under this Agreement right of Landlord to date, whereupon both parties shall be released from take any further obligations hereunder (except action as may be specifically provided herein to otherwise permissible hereunder in the contrary), or (2) Purchaser can elect to seek specific performance case of Seller’s obligations hereunderany default. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails In addition to close the circumstances hereinbefore set forth, the occurrence of any of the following shall constitute a material breach and default of this transaction Lease by Tenant: (a) The filing of any voluntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act by or against Tenant, the institution of any voluntary or involuntary proceeding in any court or tribunal to declare Tenant insolvent or unable to pay Tenant's debts and, solely in the time established for reasons other than Seller’s default case of any insolvency petition or delayproceeding, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller such petition or proceeding is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum not dismissed within thirty (30) days from the date on it is filed, the making of an assignment for the benefit of its creditors by Tenant, or the appointment of a trustee or receiver for Tenant or the Tenant's property. (b) Tenant's failure to pay the Base Rental or any other sum due hereunder if such non-payment continues for ten (10) or more days after the same be due and payable or Tenant's default in the prompt and full performance of any other provision of this Lease and (unless such default involves a hazardous condition, in which event such default shall be cured forthwith upon Landlord's demand) such Tenant fails to cure such default within twenty (20) days after written demand by Landlord that the Closing was originally scheduled default be cured. After ten (10) days, Landlord will provide written notice to occur Tenant of its delinquent Base Rental (or any other sum due hereunder) twice in any given twelve (12) month period and Landlord further agrees that Tenant will have ten (10) days from the receipt of Landlord's notice to satisfy the delinquent account. Landlord will not place Tenant in default unless the delinquent account is no satisfied within said ten (10) day period. (c) The levy upon Tenant's interest under this Lease or in the Premises or the attachment thereof by process of law. In the event of any default as aforesaid by Tenant, the Landlord, in addition to other rights or remedies it may have at law or in equity, shall have the option of pursuing any one or more of the following non-exclusive remedies: (i) Landlord shall have the immediate right of re-entry and including may remove all property from the date on which Premises to a warehouse or elsewhere at the Closing actually occurs. Furthercost of, and for the account of, Tenant, all prorations without being deemed guilty of trespass, or becoming liable for any loss, damage or damages which may be occasioned thereby; (ii) Landlord may, from time to time without terminating this Lease, and without releasing Tenant in whole or in part from Tenant's obligation to pay Base Rental and all other amounts due under this Lease and to perform any and all of the covenants, conditions and agreements to be performed by Tenant as provided in this Lease, make such alterations and repairs as may be necessary in order to relet the Premises. Landlord may, but shall not be obligated to, relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease) at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable or acceptable. Tenant shall pay Landlord as soon as ascertained and upon demand all costs and expenses incurred by Landlord in connection with such reletting and in making any alterations and repairs, including, without limitation, the value of any "free rent" and rental concessions and the unamortized cost of tenant improvements or allowances given to Tenant or made at Landlord's expense. Upon each reletting all rentals received by Landlord from such reletting shall be made as applied; first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any unpaid costs and expenses of such reletting, including brokerage fees and attorney's fees and the costs of such alterations and repairs; third, to the payment of the date Base Rental due and unpaid hereunder; and, fourth, the Closing was originally scheduled. Nothing in this Agreementresidue, howeverif any, shall require Seller be held by Landlord and applied in payments of future Base Rental and other additional rent or charges as the same may become due and payable hereunder. In no event shall Tenant be entitled to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller any excess rental received by Landlord over and above that which Tenant is obligated to pay hereunder, including Base Rental, additional rent and all other charges. If such rentals received from treating Purchaser as being in default if Purchaser fails to close within such reletting during any month be less than that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid during such month by Purchaser Tenant hereunder, including Base Rental, additional rent and all other charges, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be retained calculated and paid monthly. Notwithstanding any such reletting without termination, Landlord may at any time thereafter terminate this Lease for such previous breach; (iii) Landlord may terminate this Lease, in which event Tenant shall immediately surrender possession of the Premises, and Landlord may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises, reasonable attorneys' fees and costs, the value of any "free rent" and rental concessions, the unamortized cost of tenant improvements or allowances given to Tenant or made at Landlord's expense, and the present value of all rentals payable under this Lease to Landlord for the account remainder of Seller the Term, all of which amounts shall be immediately due and payable from Tenant to Landlord. Landlord's re-entry, demand for possession, notice that the tenancy hereby created will be terminated on the date therin named, institution of an action of forcible detainer, or ejectment or the entering of a judgment for possession in such action or any other act or acts resulting of a judgment for possession in such action or any other act or acts resulting in the termination of Tenant's right to possession of the Premises shall not relieve Tenant from Tenant's obligation to pay all sums due hereunder during the balance of the Term, except as liquidated damages herein expressly provided. Landlord may collect and receive any Base Rental, additional rent, or charges due from Tenant, and the payment thereof shall not constitute a waiver of or affect any notice or demand given, and instituted or judgment obtained by Landlord, or be held to waive, affect, change, modify or alter the rights or remedies which Landlord has in equity or at law or by virtue of this Lease. All sums past due under this Lease shall bear interest at the lesser of a per annum rate of eighteen percent (18%) or the maximum lawful rate, from due date thereof until paid-in-full. Except as expressly provided in this Lease, Tenant hereby waives any and every form of demand and notice prescribed by statute or other law, including without limitation the notice of any elections or remedies made by Landlord under this Paragraph, demand for payments of any rent, or demand for possession. All rights and remedies of Landlord created or otherwise existing at law are cumulative and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to exercise any other. Tenant shall and hereby agrees to pay all costs and expenses incurred by Landlord in enforcing any of the covenants and agreements of this Lease, or as a penalty, consideration for the execution result of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.an action brought

Default and Remedies. A. If Purchaser fails (a) This Agreement and the lease granted under this Agreement are subject to close this transaction the following limitations: (i) if Tenant shall default in the time established for reasons payment when due of Fixed Rent or any other than Seller’s default or delaycharges payable under this Agreement, including the Electricity Charge, and Seller agrees such default shall continue for five (5) Business Days after Landlord shall have given Tenant written notice thereof or (ii) if Tenant shall default in the observance or performance of any other term, covenant or condition of this Agreement on Tenant's part to delay/extend be observed or performed and Tenant shall fail to remedy such default within 15 days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot with due diligence be completely remedied within said period of 15 days and the continuation of which for the period required for cure will not subject Landlord to the risk of criminal liability or termination of any Superior Lease or foreclosure of any Mortgage, if Tenant shall not, (i) within said 15 day period advise Landlord of Tenant's intention duly to institute all steps necessary to remedy such situation, (ii) duly institute within said 15 day period, and thereafter diligently and continuously prosecute to completion all steps necessary to remedy the same and (iii) complete such remedy within such time after the date of the Closing giving of said notice by Landlord as shall reasonably be necessary, or (iii) if Tenant shall default in accordance the observance or performance of any term, covenant or condition on Tenant's part to be observed or performed under any other lease with this Section 7.A.Landlord or Landlord's predecessor-in-interest of any other space in the Building, Purchaser shalland such default shall continue beyond any grace period set forth in such other lease for the remedying of such default, if Seller is willing to closethen, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as in any of the date foregoing events, Landlord may (A) give Tenant a notice of intention to end the Closing was originally scheduled. Nothing in term of this Agreement, however, shall require Seller to delay/extend Agreement at the expiration of three days from the date of the Closing beyond service of such notice of intention, and upon the time set forth expiration of said three days, this Agreement shall terminate but Tenant shall remain liable for damages as provided below, or (B) without notice, reenter the Premises, either by summary dispossess proceedings or by any suitable action or proceeding at law or otherwise (excluding force), whether or not Landlord terminates this Agreement. (b) If this Agreement shall terminate in accordance with subparagraph (a) above, or if Landlord shall reenter the Premises, Landlord may remove all of Tenant's personal property and discontinue all services to Tenant In the event of any termination of this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails Landlord shall reenter the Premises under the provisions of this Agreement, (i) Tenant shall pay to close within that time. B. If Purchaser fails Landlord all Fixed Rent and all other unpaid additional rent and charges payable up to perform this Agreement within the time specified of such termination or reentry (as the case may be), plus all Fixed Rent that would have been payable through the scheduled Expiration Date of this Agreement, and (ii) Tenant shall pay to Landlord all expenses, including payment court costs and attorneys' fees and disbursements, incurred by Landlord in recovering possession of the Premises and all deposits) or otherwise becomes in default under the terms costs and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or charges for the account care of Seller as liquidated damages and the Premises while vacant In such event, Landlord also may (but shall not as be obligated to) relet the Premises to a penaltythird party, consideration for the execution without releasing Tenant from any of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all its obligations under this Agreement. Seller and Purchaser have agreed , except that Seller’s actual damages in the event of default Tenant shall receive a credit against such unpaid obligations equal to any fixed rent actually received by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed uponLandlord from such third party, after deducting all of Landlord's expenses in connection with the reletting of the Premises or the negotiation, as the parties’ reasonable estimate execution and delivery of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.third party lease agreement

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons Notwithstanding any other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shallprovision herein, if Seller any obligation hereunder is willing not performed as herein provided: (1) the party claiming that a default has occurred shall give written notice of that default to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to other party; and including the date on which the Closing actually occurs. Further, all prorations (2) there shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time.following remedies: B. If Purchaser fails to perform this Agreement within the time specified (including payment of all depositsa) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in In the event of a material default by Optionee, if the default is the failure to close the Escrow when obligated, Optionee shall have only 5 business days after delivery of written notice of such default within which to cure the default, otherwise, Optionee shall have 10 business days to cure any default. Optionor’s written notice shall describe the nature of Optionee’s default in reasonable detail so that Optionee is notified of the steps and actions Optionee must effect to cure the default, and in the case of a default other than a failure to close the Escrow when obligated, if the default cannot reasonably be cured within 10 days, Optionee shall have such longer period as may be necessary to cure, so long as Optionee commences to cure within the 10-day period and diligently pursues the cure to completion. If Optionee fails to cure the default within the applicable cure period, Optionee shall be in breach. If Optionee’s breach is not timely cured, then Optionor’s sole remedy shall be to retain all Option Consideration paid by Optionee as liquidated damages pursuant to Section 6.2. In no event shall Optionee have liability for any special, incidental, consequential, punitive or other damages. (b) In the event of a material default, misrepresentation or breach of a warranty or covenant by Optionor, following delivery of a notice of default by Optionee if the default is not cured by Optionor within 10 business days, (i) Optionee may elect to terminate this Agreement by Purchaser. C. If Seller defaults Agreement, in which case Optionor shall immediately return to Optionee all Option Consideration and shall pay all Escrow and title cancellation charges, the performance Escrow shall be canceled, and the parties shall thereafter be released from all obligations hereunder, except for those obligations which expressly survive the termination of this Agreement, Purchaser will give Seller 20 days’ notice which provisions shall survive for a period of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either one (1) to cancel and terminate this Agreement and to receive a return year after the Close of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)Escrow, or (2ii) Purchaser can Optionee may elect to seek treat this Agreement as being in full force and effect and Optionee shall have the right to an action for specific performance of Seller’s obligations hereunderperformance. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close The violation of any provision of this transaction in Agreement by the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations Mortgagor shall be made as a default under this Agreement, the Mortgage and the Section 1602 Mortgage. The Authority may give written notice of such default to the date Mortgagor, by registered or certified mail, addressed to the Closing was originally scheduled. Nothing address stated in this Agreement, howeveror such other address as may subsequently, shall require Seller upon appropriate written notice thereof to delay/extend the date Authority, be designated by the Mortgagor as its legal business address. If the default is not corrected to the satisfaction of an Authorized Officer of the Closing beyond Authority within 30 days after the day such notice is mailed or within such further time set forth as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, without further notice the Authority may avail itself of any remedy provided in the Mortgage, the Section 1602 Mortgage or other document executed in connection with the Mortgage Loan or the Section 1602 Loan, or any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this Agreement Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or prevent Seller for such other relief as may be appropriate, since the injury to the Authority arising from treating Purchaser as being in any default if Purchaser fails to close within that time. B. If Purchaser fails to perform under this Agreement within would be irreparable and the time specified (including payment amount of all deposits) or otherwise becomes damage difficult to ascertain. Despite anything in default under the foregoing to the contrary, the Authority may take possession of the Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms and provisions hereofof this Agreement until such time as the Authority in its discretion, determines that the deposit(s) paid and agreed Mortgagor is again in a position to be paid by Purchaser shall be retained by or for operate the account of Seller as liquidated damages and not as a penalty, consideration for Development in accordance with the execution terms of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in compliance with the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return requirements of the deposit(s) paid under this Agreement Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the Section 1602 Mortgage Note and Section 1602 Mortgage, securing the Section 1602 Loan. The Authority's election to date, whereupon both parties pursue any one or more of the above remedies shall not be released from construed to preclude or be a waiver of the Authority's right to pursue any further obligations hereunder (except as may be specifically provided herein of the other remedies with respect to the contrary), default for which such remedy was pursued or (2) Purchaser can elect with respect to seek specific performance of Seller’s obligations hereunderany default prior or subsequent to such remedy. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date Each of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations following shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the deemed an event of default by Purchaser would Borrower (each, an "Event of Default"): (1) If any representation or warranty of any of the Borrower Parties set forth in any of the Loan Documents is false in any material respect or if any of the Borrower Parties renders any statement or account which is false in any material respect. (2) If any principal, interest or other monetary sum due under any Equipment Note or any other Loan Document is not paid within five days after the date when due; provided, however, notwithstanding the occurrence of such an Event of Default, Lender shall not be extremely difficult entitled to exercise its rights and remedies set forth below unless and until Lender shall have given Borrower notice thereof and a period of five days from the delivery of such notice shall have elapsed without such Event of Default being cured. (3) If Borrower fails to observe or impossible to determine. Thereforeperform any of the other covenants, by signing conditions, or obligations of this Agreement; provided, however, if any such failure does not involve the payment of any monetary sum, is not willful or intentional, does not place any rights or interest in collateral of Lender in immediate jeopardy, and is within the reasonable power of Borrower to cure within the period provided below after receipt of notice thereof, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lender shall have given Borrower notice thereof and a period of 30 days shall have elapsed, during which period Borrower may correct or cure such failure, upon failure of which correction or cure an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such 30-day period, and Borrower is diligently pursuing a cure of such failure, then Borrower shall have a reasonable period to cure such failure beyond such 30-day period, which shall not exceed 90 days after receiving notice of the failure from Lender. If Borrower shall fail to correct or cure such failure within such 90-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. (4) If any of the Borrower Parties becomes insolvent within the meaning of the Code, files or notifies Lender that it intends to file a petition under the Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, an "Action"), becomes the subject of either a petition under the Code or an Action (and if such petition or Action is involuntary, such petition or Action is not dismissed within 60 consecutive days), or is not generally paying its debts as the same become due. (5) If an "Event of Default" has occurred and is continuing under any other Loan Document, any Mortgage Loan Document, the parties acknowledge that the deposit(s) paid and agreed to be paid by PurchaserMaster Lease, with all accrued interest thereonany Related Lease, any Affiliated Borrower Loan Document or there is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserdefault, after the passage of all applicable notice and cure or grace periods, under any of the Other Agreements. C. (6) If Seller defaults a final, nonappealable judgment is rendered by a court against any of the Borrower Parties which (i) has a Material Adverse Effect, or (ii) is in an amount greater than $350,000.00 as to Borrower, or SCS Finance II Equipment Loan $700,000.00 as to any guarantor and not covered by insurance, and, in either case, is not discharged or provision made for such discharge within 60 days from the performance date of this Agreemententry of such judgment. (7) If the Guaranty shall cease to be in full force and effect or shall be declared to be null, Purchaser will give Seller 20 days’ notice void, invalid or unenforceable by the party signing or issuing it. B. Upon the occurrence and during the continuance of defaultan Event of Default, subject to the limitations set forth in Section 9.A, Lender shall have all rights and if Seller has not cured within such periodremedies of a secured party in, then as Purchaser’s sole remediesto and against the Equipment granted by the UCC and otherwise available at law or in equity, Purchaser may elect either including, without limitation: (1) the right to cancel declare any or all payments due under the Equipment Notes, the other Loan Documents, the Other Agreements and terminate all other documents evidencing the Obligations immediately due and payable without any presentment, demand, protest or notice of any kind, except as otherwise expressly provided herein, and Borrower hereby waives notice of intent to accelerate the Obligations and notice of acceleration; (2) the right to recover all reasonable fees and expenses (including reasonable attorneys' fees) in connection with the collection or enforcement of the Obligations, which fees and expenses shall constitute additional Obligations of Borrower hereunder; (3) the right to act as, and Borrower hereby constitutes and appoints Lender, Borrower's true, lawful and irrevocable attorney-in-fact (which appointment shall be deemed coupled with an interest) to demand, receive and enforce payments and to give receipts, releases, satisfaction for and to ▇▇▇ for moneys payable to Borrower under or with respect to any of the Equipment, and actions taken pursuant to this appointment may be taken either in the name of Borrower or in the name of Lender with the same force and effect as if this appointment had not been made; (4) the right to take immediate and exclusive possession of the Equipment, or any part thereof, and for that purpose, with or without judicial process and notice to the Borrower, enter (if this can be done without breach of the peace) upon any premises on which the Equipment or any part thereof may be situated and remove the same therefrom (provided that if the Equipment is affixed to real estate, such removal shall be subject to the conditions stated in the UCC); (5) the right to hold, maintain, preserve and prepare the Equipment for sale, until disposed of; (6) the right to render the Equipment unusable and dispose of the Equipment; (7) the right to require Borrower to assemble and package the Equipment and make it available to Lender for its possession at a place to be designated by Lender which is reasonably convenient to Lender; (8) the right to sell, lease, hold or otherwise dispose of all or any part of the Equipment; and (9) the right to ▇▇▇ for specific performance of any Obligations or to recover damages for breach thereof. Lender shall be entitled to receive on demand, as additional Obligations hereunder, interest accruing at the Default Rate on all amounts not paid when due under the Equipment Notes or this Agreement until the date of actual payment. Lender shall have no duty to mitigate any loss to Borrower occasioned by enforcement of any remedy hereunder and shall have no duty of any kind to any subordinated creditor of Borrower. Neither the acceptance of this Agreement nor its enforcement shall prejudice or in any manner affect Lender's right to realize upon or enforce any other security now or hereafter held by Lender, it being agreed that Lender shall be entitled to enforce this Agreement and any other security now or hereafter held by Lender in such order and manner as it may in its absolute discretion determine. No remedy herein conferred upon or reserved to receive a return Lender is intended to be exclusive of any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the deposit(s) paid under this Agreement Loan Documents to dateLender, whereupon both parties shall or to which Lender may be released otherwise entitled, may be exercised, concurrently or independently, from any further obligations hereunder (except time to time and as often as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderdeemed expedient by Lender. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser Tenant (i) fails to close pay Minimum Base Rent or any additional rent due under this transaction Lease at the time and in the manner required by this Lease and such failure continues for a period of ten (10) days after delivery of written notice from Landlord to Tenant, more than twice during a twelve (12) month consecutive period, T▇▇▇▇▇'s third failure to pay Minimum Base Rent or any additional rent due within ten (10) days of the time established and in the manner required by this Lease within such twelve (12) consecutive month period shall be an immediate default by Tenant without any requirements for reasons the delivery of any prior written notice; (ii) fails to perform any other than Seller’s condition, stipulation or agreement of this Lease and such failure continues for a period of thirty (30) days from the date Tenant receives written notice of such default (unless such default is of a nature that it cannot be reasonably cured within said thirty (30) day period and Tenant commences to cure such default within such thirty (30) day period and thereafter pursues same with good faith and due diligence to completion); or, (iii) is the subject of a lawsuit for involuntary bankruptcy or delayis adjudged a voluntary or involuntary bankrupt, makes an assignment for the benefit of creditors, or, if there is a receiver appointed to take charge of the Premises either in the State or Federal courts, Landlord may, at its option, declare this Lease in default, and Seller agrees shall, in addition to delay/extend all remedies at law or in equity available to Landlord, have the date right to terminate this Lease and, subject to Landlord’s duty to mitigate losses, declare the entire Minimum Base Rent and additional rent and any other charges, for the balance of the Closing in accordance with Lease Term due and payable immediately. Landlord shall also have the option, without terminating this Section 7.A.Lease, Purchaser shall, if Seller is willing to close, resume possession and re-Lease or re-rent the Premises for the remainder of the Lease Term for the account of Tenant. Landlord shall not be required to pay interest Tenant any surplus of any sums received by Landlord on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as reletting of the date the Closing was originally scheduled. Nothing Premises in this Agreement, however, shall require Seller to delay/extend the date excess of the Closing beyond the time set forth in this Agreement Minimum Base Rent or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed additional rent to be paid by Purchaser shall be retained by or for T▇▇▇▇▇ as provided in this Lease. In the account event Tenant is in default of Seller as liquidated damages and not as a penalty, consideration for the execution any non-monetary term of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of defaultLease, and if Seller Tenant has not cured the default within thirty (30) days of the date of Landlord's notice (unless such default is of a nature that it cannot be reasonably cured within said thirty (30) day period and Tenant commences to cure such default within such periodthirty (30) day period and thereafter pursues same with good faith and due diligence to completion), then in addition to L▇▇▇▇▇▇▇'s other remedies provided in this Lease, Landlord may cure the default and charge Tenant as Purchaser’s sole additional rent the cost of such cure plus a fifteen percent (15%) service charge. Without waiving any other available rights and remedies, Purchaser may elect either Landlord shall be entitled to a late charge, payable as additional rent, on any payment not made when due equal to the greater of eighteen percent (118%) to cancel and terminate this Agreement and to receive per annum or the maximum percentage permitted by law. A service charge of one hundred dollars ($100.00) will be assessed, as additional rent, for handling a return of returned check. In the deposit(s) paid event suit is brought under this Agreement to dateLease, whereupon both parties the prevailing party shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)awarded attorneys fees and costs whether incurred before trial, at trial or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderon appeal. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails Notwithstanding anything to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing contrary contained in this Agreement, howeverif (i) Seller fails to perform in accordance with the terms of this Agreement, (ii) Purchaser is not otherwise in default hereunder, and (iii) the Closing does not occur, then, as Purchaser's sole and exclusive remedy hereunder and at Purchaser's option, either (x) the ▇▇▇▇▇▇▇ Money, or in the event of a willful default by Seller, the ▇▇▇▇▇▇▇ Money and the Property Market Removal Fee, shall require Seller be returned to delay/extend the date of the Closing beyond the time set forth Purchaser, in which event this Agreement shall be null and void, and neither party shall have any rights or prevent obligations under this Agreement, or (y) upon notice to Seller from treating not less than ten (10) days after Purchaser becomes aware of such failure, and provided an action is filed within thirty (30) days thereafter, Purchaser may seek specific performance of this Agreement, but not damages. Purchaser's failure to seek specific performance as being in default if Purchaser fails aforesaid shall constitute its election to close within that timeproceed under clause (x) above. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under accordance with the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and Seller is not in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreementhereunder, the parties acknowledge that the deposit(s) paid ▇▇▇▇▇▇▇ Money may be retained by Seller as liquidated and agreed upon damages and as Seller's sole and exclusive remedy with respect thereto (in addition to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in Property Market Removal Fee deemed conclusively earned upon the event of a breach date of this Agreement by Purchaser. C. If Seller defaults as provided in Section 2(A) above); provided, however, that the performance of this foregoing shall not limit Seller's recourse against Purchaser under Section 6 above, Section 11(G) below and under the Confidentiality Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either . PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or THE ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO OCCUR DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderTHE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE ▇▇▇▇▇▇▇ MONEY SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails (a) Tenant covenants and agrees to close this transaction pay the Basic Rent, together with all other sums of money which under the provisions hereof may be considered as additional rent, at the times and in the time established for reasons other than Seller’s default or delaymanner hereinabove set forth, and Seller agrees to delay/extend pay other sums that may be due Landlord under this Lease promptly upon their becoming due. (b) Subject to the notice and cure period set forth in Section 15(c) below, if the Basic Rent or additional rent agreed to be paid, including all other sums of money which under the provisions hereof may be considered as additional rent, or other sums due to Landlord shall not be paid when due, Landlord may exercise any and all available remedies to the full extent allowed by law. If said rent, including all such other sums, shall not be paid when due, Landlord may at its option declare the tenancy hereunder terminated, and/or forthwith be entitled to the benefit of any public general or public local laws, now or hereafter enacted, relating to the speedy recovery of possession of lands and tenements held over by tenants. (c) If Tenant shall fail to pay any installment of Basic Rent, additional rent, or any other sums due to Landlord within ten (10) days of written notice from Landlord, violate any other covenant or agreement made by it in the Lease and fail to cure such violation within thirty (30) days after written notice from Landlord (but if Tenant cannot cure and such non-monetary default within such grace period, and as long as Tenant has commenced efforts to cure within such grace period and is diligently pursuing said cure, Tenant shall have a reasonable time to cure said default before being in default, not to exceed a total of ninety (90) days from the date of Landlord's notice, hereunder, or if Tenant shall abandon, vacate, or cease to operate said Premises for a continuous period of more than thirty (30) days, then in any of said events, Landlord may, at its option, reenter and resume possession of the Closing Premises, and declare this Lease, and the tenancy hereby created, terminated, and thereupon remove all persons and property from the Premises, but not with process of (i) If Tenant shall generally not pay its debts as they become due or shall admit in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required writing its inability to pay interest on its debts, or shall make a general assignment for the original Total Purchase Price at benefit of creditors, or (ii) if Tenant shall commence any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a rate equal receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, or (iii) if Tenant shall take any corporate action to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as authorize any of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time actions set forth in this Agreement subparagraphs (i) or prevent Seller from treating Purchaser (ii) above, or (iv) if any case, proceeding or other action against Tenant shall be commenced seeking to have an order for relief entered against it as being debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (a) results in default the entry of an order for relief against it which is not fully stayed within fifteen (15) days after the entry thereof, or (b) remains undismissed for a period of, fifteen (15) days, or (v) if Purchaser fails any execution, attachment or mechanics' lien against Tenant or the Premises be unsatisfied or unsecured by adequate corporate surety bond or cash security (the election of the surety bond or cash to close within that timebe in the sole but reasonable discretion of Landlord) for more than ten (10) days, Landlord, may at its option, in any of such events, terminate the Lease, retaining all rights against Tenant, and its receiver, trustee, custodian or similar official permitted, under subparagraphs (c) and (d). B. If Purchaser fails (e) Notwithstanding the provisions in subparagraph (d) above, to perform this Agreement within the time specified (including payment of all deposits) extent permitted by applicable federal or otherwise becomes in default under the terms and provisions hereofstate law, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default an assignment by Purchaser would be extremely difficult operation of law under the federal Bankruptcy Code, or impossible any state bankruptcy or insolvency law and Landlord elects not to determine. Therefore, by signing this Agreementterminate the Lease, the parties acknowledge assignee shall provide Landlord with adequate assurance of future performance of all of the terms, conditions and covenants of the Lease, which shall include, but which shall not be limited to, assumption of all the terms, covenants and conditions of the Lease by the assignee and the making by the assignee of the following express covenants to Landlord: (i) that assignee has sufficient capital to pay the deposit(sBasic Rent, additional rent and other charges due under the Lease for the entire Term; (ii) paid and agreed that assumption of the Lease by the assignee will not cause Landlord to be paid in violation or breach of any provision in any other lease, financing agreement or operating agreement relating to the Building; and (iii) that such assignment and assumption by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages assignee will not substantially disrupt or materially impair any existing tenant mix in the event of a breach of this Agreement by PurchaserBuilding. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser Tenant fails to close this transaction pay when due rent or any other charges or sums required to be paid hereunder by Tenant, or if Tenant vacates or abandons the Premises or if Tenant is adjudicated a bankrupt or files or consents to the filing of a voluntary or involuntary petition in bankruptcy or a petition or arrangement or reorganization or any other insolvency proceedings are brought or filed by or against Tenant or if Tenant seeks, consents to or acquiesces in the time established appointment of a receiver of all or substantially all of Tenant’s property or of Tenant’s interest in this Lease or if Tenant makes an assignment for reasons the benefit of creditors or enters into an agreement of composition with its creditors or if Tenant fails to satisfy promptly any execution, garnishment, judgment or attachment which impairs its ability to carry on its operations in the Premises or if Tenant is dissolved, ceases the active conduct of business or makes a bulk sale of all or substantially all of its assets or if Tenant fails to promptly and fully perform any other than Seller’s default covenant, condition or delayagreement contained in this Lease and such failure to perform continues for fourteen (14) days after written notice is given to Tenant by Landlord, then Landlord shall have the right, at its option, to 1) annul and Seller agrees to delay/extend the date terminate this Lease and thereupon re-enter and take possession of the Closing in accordance with Premises; 2) without terminating this Section 7.A.lease, Purchaser shallre-enter and re-let the Premises from time to time as agent of Tenant, if Seller is willing it being agreed by Tenant that such re-entry and/or re-letting shall not constitute an election by Landlord to close, be required terminate this Lease (unless Landlord provides written notice to pay interest on the original Total Purchase Price at a rate equal to 18% per annum Tenant of such termination) or discharge Tenant from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreementany liability or obligation hereunder (nothing herein, however, shall be construed to require Seller Landlord to delay/extend re-enter or re-let in the date event of any such default); or 3) declare all rent for the remainder of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed Term to be paid immediately due and payable. If Landlord re-enters the Premises as provided above, Landlord shall not be deemed to have terminated this Lease or the obligation of Tenant to pay any rent or other charges thereafter accruing unless Landlord notifies Tenant in writing of Landlord’s election to terminate this Lease. In the event of any such re-entry or re-taking of possession by Purchaser Landlord, Landlord shall be retained by have the right, but not the obligation, to remove all or any part of Tenant’s personal property and place the same in storage at a public warehouse at the expense and risk of Tenant. If Landlord elects to re-let the Premises for the account of Seller Tenant, the rent received by Landlord from such re-letting shall be applied as liquidated damages and not as a penaltyfollows: first, consideration for to the execution of this Agreement and in full settlement payment of any claimsindebtedness other than rent then due and owing by Tenant to Landlord; second, whereupon Purchaser to the payment of reasonable costs of such letting, including rent concessions, moving allowances and Seller brokerage fees, if any; third, to the payment of the costs of any alterations, repairs or leasehold improvements to the Premises made for such new tenant; fourth, to the payment of all rent due and payable hereunder; and the balance, if any, shall be relieved held by Landlord and applied in payment of all obligations future rent as it becomes due. If that portion of rent received from such reletting is insufficient to pay the rent payable by Tenant under this AgreementLease, then Tenant shall pay the deficiency to Landlord promptly upon demand. Seller Such deficiency shall be calculated and Purchaser have agreed that Seller’s actual damages in paid monthly. Tenant shall also pay the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiationLandlord, as the parties’ reasonable estimate of Seller’s liquidated damages soon as determined, all costs and expenses incurred by Landlord in the event of a breach of this Agreement by Purchaser. C. If Seller defaults connection with such reletting or in the performance of this Agreementmaking alterations, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein repairs or leasehold improvements to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderPremises which are not covered by the rent received from such re-letting. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required Tenant shall fail to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Furthereither Base Rent or any additional rent when due, all prorations or any other sums of money becoming due hereunder, or if Tenant shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of any other of the terms, conditions, or covenants contained in this AgreementLease Agreement to be observed or performed by it and does not, Purchaser will give Seller 20 within thirty (30) days after written notice thereof or does not within such thirty (30) days’ , commence such act or acts as shall be necessary to remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or if any state a petition in bankruptcy or insolvency or for reorganization, or file and have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the assets of Tenant, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then in any such event the Landlord shall have the immediate right of re-entry without resort to legal process and the right to terminate and cancel this Lease. If Landlord should elect to re-enter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate and cancel this Lease or it may from time to time without terminating this Lease, re-let the Premises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such re-letting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid in a lump sum within thirty (30) days after receipt of notice by Landlord of amount due. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless written notice of defaultsuch intention be given by the Landlord to the Tenant at the time of such re-entry; but, notwithstanding any such re-entry and if Seller has not cured within such periodre-letting without termination, then as Purchaser’s sole remedies, Purchaser Landlord may at any time thereafter elect either (1) to cancel and terminate this Agreement and to receive Lease for such previous breach. If as a return result of the deposit(s) paid under this Agreement to dateTenant's default hereunder, whereupon both parties Landlord shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies institute legal proceedings for the respective parties and provide mutualenforcement of Tenant's obligations, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesTenant shall pay all costs incurred by Landlord, including reasonable attorney's fee.

Default and Remedies. A. (a) If Purchaser fails Lessee does not pay any rent or other sum payable by Lessee pursuant to close this transaction in the time established Lease and such default continues for reasons other than Seller’s default or delay, and Seller agrees a period of ten (10) days after written notice is given to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this AgreementLessee (provided, however, that no written notice shall require Seller be required if Lessor has previously given written notice of failure to delay/extend pay rent on two separate occasions during the date then current calendar year), or if Lessee shall fail to perform any other covenant, agreement, or obligation of Lessee pursuant to this Lease and such default continues for thirty (30) days after written notice thereof is given to Lessee or such longer period reasonably necessary to complete such cure, or if Lessee should become bankrupt or any debtor proceedings are taken by or against Lessee, or if Lessee abandons the Premises, then Lessor shall have the option to exercise any one or more of the Closing beyond following rights and remedies: (i) Lessor may terminate this Lease by written notice to Lessee, in which event this Lease, all rights of Lessee, and all duties of Lessor shall immediately cease and terminate, and Lessor may re-enter and take possession of the time set forth Premises, remove all persons and property from the Premises and store such property in a public warehouse or elsewhere at the cost of, and for the account of, Lessee and enjoy the Premises free of Lessee's estate pursuant to this Agreement Lease, without prejudice, however, to any and all rights of action against Lessee that Lessor may have for rent, damages, or prevent Seller breach of this Lease, in respect of which Lessee shall remain and continue liable notwithstanding such termination; (ii) Lessor shall have the right to re-enter the Premises and remove all persons and property from treating Purchaser as being the Premises and store such property in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within a public warehouse or elsewhere at the time specified (including payment of all deposits) or otherwise becomes in default under the terms cost of, and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penaltyLessee, consideration for without terminating this Lease. Lessor shall have the execution right to take such action without service of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided expressly required herein or by applicable law and without resort to legal process (unless required by law) and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. If Lessor elects to re-enter the Premises as aforesaid, Lessor may, at any time thereafter, elect to terminate this Lease by giving written notice to Lessee of such election. Whether or not Lessor elects to re-enter the Premises or takes possession of the Premises pursuant to legal proceedings or pursuant to any notice required by law, Lessor may, at its option, re-let the Premises or any portion thereof for the benefit of Lessee for such Term or Terms (whether shorter or longer than the Term of this Lease) and at such rental and upon such other Terms and conditions as Lessor, in its sole discretion, deems advisable, and, at the expense of Lessee, Lessor shall have the right to make such repairs or alterations to the contrary)Premises as Lessor deems necessary in order to re-let same. Provided this Lease has not been terminated by Lessor, upon each such re-letting all rentals actually received by Lessor from such re-letting applicable to the unexpired Term of this Lease shall be applied as follows: First, to the payment of any costs and expenses of such re-letting, including costs incurred by Lessor for brokerage fees, legal fees and alterations and repairs to the Premises; Second, to the payment of any indebtedness other than rent due hereunder from Lessee; Third, to payment of any unpaid portion of rent then due. On the scheduled expiration date of this Lease, Lessor shall pay the residue, if any, to Lessee. No such re-entry or taking of possession of the Premises by Lessor shall be construed or shall operate as an election by Lessor to terminate this Lease unless written notice of termination is given by Lessor to Lessee unless Lessor has previously terminated the Lease, or this Lease is terminated by an order or decree of a court of competent jurisdiction; (2iii) Purchaser can elect to seek specific performance The present value of Seller’s obligations hereunderall rent (annual rent and all payment of additional rent reasonably ascertainable) for the remainder of the then current Term shall become due and payable after subtracting, in Lessor's reasonable opinion, the rental value of the Premises after factoring in the market cost of re-letting the Premises, at the option of Lessor. D. Each (b) In addition to all remedies specified in this Lease, Lessor shall have all remedies available in equity and/or available pursuant to applicable law. (c) No re-entry, taking possession of, or repair of the parties acknowledges and agrees that Premises by Lessor, termination of this Lease or any other action taken by Lessor as a result of any default of Lessee shall relieve Lessee of any of its liabilities or obligations hereunder which arose prior to or by reason of such termination, whether or not the Premises are re-let. (d) All remedies of liquidated damages Lessor shall be cumulative. Election by Lessor to exercise any remedy shall not prevent or specific performance for Seller be deemed a waiver of Lessor's right to thereafter exercise any other remedy. (e) Lessee agrees to pay upon demand all reasonable costs, fees and the remedies of specific performance or termination for Purchaser are proper expenses (including, without limitation, court costs and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration reasonable attorney's fees) incurred by Lessor in enforcing this Lease. (f) Lessor shall use commercially reasonable efforts to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesmitigate damages.

Default and Remedies. A. If Purchaser (a) In the event either party fails to close observe covenant or perform any obligation under this transaction Lease, the nondefaulting party may serve upon the defaulting party written notice specifying the nature of the default. The defaulting party shall cure such default within thirty (30) days after its receipt of said notice. If the default is such that it could not reasonably be cured within said thirty (30) day period, the defaulting party shall be deemed to have complied with the nondefaulting party's notice, so long as it commences to cure its default within thirty (30) days of its receipt of the notice and diligently pursues such cure to completion thereafter, but in no event shall such cure period exceed an additional sixty (60) days from the end of said thirty (30) day period. If the default is not cured as herein required, this Lease may be terminated, at the option of the nondefaulting party, at or as of the expiration of such cure period. A default in the time established for reasons other than Sellerpayment of Rent shall be subject to all the terms of this Paragraph except that the cure period shall be fifteen (15) days. In the event of any uncured default of Landlord, Tenant may a▇▇▇▇ the Rent to the extent that Landlord’s default or delayhas caused the Leased Premises to become unusable by Tenant. In the event of Tenant having committed an uncured default, and Seller agrees notwithstanding anything to delay/extend the contrary herein, Landlord shall undertake its best efforts to mitigate any damages it may otherwise suffer by reason of such uncured default. (b) Except as specifically provided for to the contrary in this Lease, no termination of this Lease pursuant to this Paragraph 11 shall relieve either party from liability for any obligation arising prior to the date of termination, nor shall the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall defaulting party be relieved of any liability for damages or losses suffered by the non-defaulting party. Rights or remedies expressed in this Lease or otherwise available at law or in equity shall each be deemed cumulative with all obligations others and none shall be exclusive of any other. Either party may pursue any or all such rights or remedies, at its sole discretion, without prejudicing its ability to resort to any other. No exercise of any right or remedy hereunder shall be deemed a waiver by such party of the failure of the other party to properly perform its duties under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in Lease. (c) In the event litigation, mediation, summary proceedings or similar action ("action") is necessary to enforce any provision of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this AgreementLease, the parties acknowledge hereto agree that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties each party shall be released responsible for its respective expenses, including attorney fees and court costs, without contribution from the other party whatsoever. In the interest of obtaining a speedier and less costly hearing of any further obligations hereunder (except as may be specifically provided herein to the contrary)dispute, or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that hereby each waive the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration right to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiestrial by jury.

Default and Remedies. A. If Purchaser fails to close this transaction In the event of any default by Tenant in the time established for reasons other than Sellerperformance or observance of any agreement or condition in this Lease contained on Tenant’s part to be performed or observed, Landlord may give Tenant written notice specifying such default or delay(provided, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A.however, Purchaser shall, if Seller is willing to close, no notice shall be required to be given to Tenant as to its failure to pay interest on the original Total Purchase Price at a rate equal Rent or Additional Rent) and, if Landlord shall do so, then Tenant shall have thirty (30) days in which to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreementcure any such default; provided, however, if such default is of a non- monetary nature and, although curable, cannot reasonably be cured within thirty (30) calendar days, Tenant shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being not be in default if Purchaser fails Tenant commences to close within that time. B. If Purchaser fails to perform this Agreement cure such default within the time specified aforesaid thirty (including payment of all deposits30) or otherwise becomes day period and thereafter diligently prosecutes such cure to completion. In the event that Tenant shall remain in default under following the terms and provisions hereofforegoing cure period, the deposit(s) paid and agreed to be paid by Purchaser then, notwithstanding any license or waiver of any former breach of covenant in a former instance, it shall be retained lawful for Landlord thereupon or at any time thereafter, to terminate this Lease and all of Tenant’s interest hereunder by giving written notice to Tenant of such termination and of the effective date thereof (and, such notice having been given, this Lease shall cease and expire on the date named therein), without waiver or prejudice, however, to the Landlord’s claims for Rent and Additional Rent, if any, then due and thereafter due for the account period that would have constituted the balance of Seller as liquidated damages the Term but for such termination. Landlord may also assert all other claims for breach of covenant hereunder sand may exercise all other rights and not as a penalty, consideration for the execution of this Agreement remedies available hereunder and at law and in full settlement of any claimsequity. Landlord shall, whereupon Purchaser and Seller however, have an affirmative duty to use reasonable efforts to mitigate its damages. If Landlord shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance or observance of any agreement or condition in this Agreement, Purchaser will give Seller 20 days’ Lease contained on Landlord’s part to be performed or observed and shall not cure such default within thirty (30) calendar days after notice of thereof from Tenant (or if such default, and if Seller has although curable, cannot reasonably be cured within 30 days, if Landlord shall not within said period commence to cure such perioddefault and thereafter proceed to cure such default to completion with due diligence), then as Purchaser’s sole remediesTenant shall have the option, Purchaser may elect either (1) to cancel but not the obligation, and terminate this Agreement and to receive a return without waiving any claim for damage, or any other right or remedy of the deposit(s) paid Tenant, in law or in equity or otherwise available under this Agreement Lease, at any time thereafter give written notice to dateLandlord that if efforts to cure such default are not commenced within 5 calendar days and thereafter diligently prosecuted to completion, whereupon both parties Tenant will be entitled to cure the default on Landlord’s behalf or in the alternative, Tenant may terminate Lease. If Tenant cures Landlord’s default at its own expense, the Tenant shall be released entitled to reimbursement of all reasonable documented cost of such cure from Landlord and may deduct said costs from the rent due under this Lease. Without limiting any further obligations hereunder (except as may be specifically and all other rights available to Tenant at law or equity, Tenant shall have the rights provided herein to it under the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderApplicable Rules and Regulations. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date Each of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations following shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the deemed an event of default by Purchaser would Debtor (each, an "Event of Default"): (1) If any representation or warranty of Debtor or any Guarantor set forth in any of the Loan Documents is false in any material respect, or if Debtor or any Guarantor renders any false statement or account. (2) If any principal, interest or other monetary sum due under the Note or any other Loan Document is not paid within five days after the date when due; provided, however, notwithstanding the occurrence of such an Event of Default, FFCA shall not be extremely difficult entitled to exercise its rights and remedies set forth below unless and until FFCA shall have given Debtor notice thereof and a period of five days from the delivery of such notice shall have elapsed without such Event of Default being cured. (3) If Debtor fails to observe or impossible perform any of the other covenants, conditions, or obligations of this Agreement or the other Loan Documents (except with respect to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults the Corporate Fixed Charge Coverage Ratio, which is addressed in subitem [6] below); provided, however, if any such failure does not involve the performance payment of this Agreementany monetary sum, Purchaser will give Seller 20 days’ notice is not willful or intentional, does not place any rights or property of defaultFFCA in immediate jeopardy, and if Seller has is within the reasonable power of Debtor to promptly cure after receipt of notice thereof, all as determined by FFCA in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until FFCA shall have given Debtor notice thereof and a period of 30 days shall have elapsed, during which period Debtor may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such 30-day period, as determined by FFCA in its reasonable discretion, and Debtor is diligently pursuing a cure of such failure, then Debtor shall have a reasonable period to cure such failure beyond such 30-day period, which shall not exceed 90 days after receiving notice of the failure from FFCA. If Debtor shall fail to correct or cure such failure within such 90-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. (4) If Debtor or any Guarantor becomes insolvent within the meaning of the Code, files or notifies FFCA that it intends to file a petition under the Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, an "Action"), becomes the subject of either a petition under the Code or an Action, or is not generally paying its debts as Purchaser’s sole remediesthe same become due. (5) If there is an "Event of Default" under any other Loan Document or a breach or default, Purchaser may elect after the passage of all applicable notice and cure or grace periods, under any of the Other Agreements. (6) If there is a breach of the Corporate Fixed Charge Coverage Ratio requirement and FFCA shall have given Debtor notice thereof and Debtor shall have failed within a period of 30 days from the delivery of such notice to either (1i) pay to cancel and terminate this Agreement and FFCA the FCCR Amount (without premium or penalty) as is necessary to receive a return cure the breach of the deposit(sCorporate Fixed Charge Coverage Ratio requirement or (ii) paid under this Agreement to dateprepay the Note in whole but not in part (without premium or penalty). For purposes of the preceding sentence, whereupon both parties "FCCR Amount" means that sum of money which, when subtracted from the outstanding principal amount of the Note, and assuming the resulting principal balance is reamortized in equal monthly payments over the remaining term of the Note at the rate of interest set forth therein, will result in an adjusted Corporate Fixed Charge Coverage Ratio of at least 1.25:1 based on the prior year's operations. Promptly after Debtor's payment of the ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ and FFCA shall be released from any further obligations hereunder (except as may be specifically provided herein execute an amendment to the contrary), or (2) Purchaser can elect Note in form and substance reasonably acceptable to seek specific performance of Seller’s obligations hereunder. D. Each FFCA reducing the principal amount payable to FFCA under the Note and reamortizing the principal amount of the parties acknowledges and agrees that Note in equal monthly payments over the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each then remaining term of the parties and that such remedies take into account Note at the peculiar expenses and risks rate of each of the partiesinterest set forth therein.

Default and Remedies. 12.1 Licensee shall be in default if: A. If Purchaser Licensee fails to close pay the license fee, additional license fees when due or any part thereof, or fails to make any other payment herein provided for and such failure shall continue for thirty (30) days after Licensor shall have given to Licensee written notice thereof. Any such amount not paid within thirty (30) days after it is due shall bear interest at a rate of twelve percent (12%) per annum; B. Licensee fails to fulfill any other covenants, terms or conditions of this transaction License to be observed and performed by Licensee and such failure shall continue for thirty (30) days after Licensor shall have given written notice to Licensee specifying the nature of such failure or if said failure shall be of such nature that cannot be reasonably carried out or remedied within said thirty (30) day period and Licensee shall have not in good faith commenced the time established for reasons other than Seller’s default curing or delayremedying of such failure within such thirty (30) day period and shall not thereafter continually and diligently proceed therewith to completion; License Agreement Tower Top Investments Inc. & Elandia Wintberg, and Seller agrees to delay/extend the date St. ▇▇▇▇▇▇ C. Following installation of the Closing Licensee’s Communication Facility on the Premises, Licensee’s Communications Facility is removed from the Premises for more than thirty (30) days. 12.2 If Licensee defaults in any manner, Licensor shall notify Licensee of such default and grant Licensee thirty (30) business days to cure such default. If default is not cured, all obligations of the Licensee shall be due and payable and Licensor shall serve upon Licensee a thirty (30) day written notice of termination and this License shall terminate. Licensee shall remove its Communication Facility from the Premises to Licensor and Licensor shall have all remedies under this License. 12.3 Any controversy or claim arising out of or relating to this License, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having competent jurisdiction. A. In the event that a claim, dispute or controversy under the terms of this Section 7.A.License shall arise between the Licensor and Licensee, Purchaser shalleither party may serve written notice to arbitrate the dispute or claim on the other party. Each party shall then specify in writing the name and address of the person appointed to act as arbitrator on its behalf. Within fifteen (15) days after receipt of the respective notice to arbitrate and the appointments, parties shall notify the Claimant. The two arbitrators shall meet within ten (10) days after appointment and within thirty (30) days after meeting, the two arbitrators shall designate a third arbitrator. In the event of their being unable to agree upon a third arbitrator within forty (40) days after the appointment of the first and second arbitrator, the third arbitrator will be appointed by Licensee and Licensor, if Seller is willing they can agree thereon within a further period of ten (10) days. If Licensor and Licensee do not so agree, then either party, on behalf of both and on written notice to closethe other, be required to pay interest on may request such appointment by the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that timeAmerican Arbitration Association. B. If Purchaser fails to perform this Agreement within Each party shall pay the time specified fees and expenses of the arbitrator appointed by or for that party, and the fees and expenses of the third arbitrator and all other expenses (not including payment the attorneys’ fees, witness fees and similar expenses of all depositsthe parties, which will be born separately by each party) or otherwise becomes in of the arbitration will be borne by the parties equally. 12.4 Upon default under the terms and any provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser Licensee shall be retained by or liable for arrears of license fees, if any, the account balance of Seller as liquidated damages the fees provided for herein, the expense of the removal of Licensee’s Communication Facility, arbitration and not as a penalty, consideration for reasonable attorney’s fees to the execution of fullest extent permitted under this Agreement and in full settlement License. If the net proceeds of any claimsre-contracting of the Premises, whereupon Purchaser after deducting all costs and Seller shall be relieved of all obligations obligations, exceeds the fees due under this AgreementLicense, Licensee agrees to pay any deficiency plus attorney’s fees. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. ThereforeLicense Agreement Tower Top Investments Inc. & Elandia Wintberg, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.St. ▇▇▇▇▇▇

Default and Remedies. A. If Purchaser fails Notwithstanding anything to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing contrary contained in this Agreement, howeverif (i) Seller fails to perform in accordance with the terms of this Agreement, shall require Seller to delay/extend the date of (ii) Purchaser is not otherwise in default hereunder, and (iii) the Closing beyond does not occur, then, as Purchaser's sole and exclusive remedy hereunder and at Purchaser's option, either (x) the time set forth ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, in which event this Agreement shall be null and void, and neither party shall have any rights or prevent obligations under this Agreement, or (y) upon notice to Seller from treating not less than ten (10) days after Purchaser becomes aware of such failure, and provided an action is filed within thirty (30) days thereafter, Purchaser may seek specific performance of this Agreement, but not damages. Purchaser's failure to seek specific performance as being in default if Purchaser fails aforesaid shall constitute its election to close within that timeproceed under clause (x) above. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under accordance with the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge ▇▇▇▇▇▇▇ Money may be retained by Seller as liquidated and agreed upon damages and as Seller's sole and exclusive remedy with respect thereto; provided, however, that the deposit(sforegoing shall not limit Seller's recourse against Purchaser under Section 6 above, Section 11(G) paid below and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as under the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Confidentiality 11 Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either . PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or THE ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO OCCUR DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderTHE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE ▇▇▇▇▇▇▇ MONEY SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close Borrower shall be in default under this transaction in the Agreement if at any time established for reasons other than Seller’s default any warranty, representation, certificate or delay, and Seller agrees to delay/extend the date statement of the Closing in accordance with this Section 7.A., Purchaser shallBorrower is not true, if Seller is willing Borrower should fail to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time observe or perform any agreement or term set forth in this Agreement or prevent Seller from treating Purchaser as being in the Note, AND 30 days have elapsed since the Lender shall have provided Borrower written notice of the default if Purchaser fails to close and the Borrower shall not have cured such default within that time. B. a reasonable time after such notice. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes Borrower is in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, then subject to the parties acknowledge that subordination provisions set forth in the deposit(sNote: (i) paid in addition to any other rights and agreed remedies which Lender may have, Lender shall have and may exercise immediately and without demand, any and all the rights and remedies granted to be a secured party upon default under the Uniform Commercial Code; (ii) upon the request or demand of Lender, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at a convenient place acceptable to Lender; (iii) Borrower shall immediately execute and deliver to Lender any and all instruments, documents, or any similar items which Lender, in its sole discretion, deems necessary to dispose of said Collateral and Borrower hereby appoints Lender its attorney in fact to execute, sign and seal any and all instruments, documents, or any similar items which the Lender, in its sole discretion, deems necessary to dispose of the Collateral after default; and (iv) Borrower shall pay to Lender on demand any and all costs and expenses, including reasonable attorneys' fees, including costs, and expenses incurred or paid by PurchaserLender in protecting and enforcing Liabilities and the right of Lender hereunder, with all accrued interest thereonincluding Lender's right to take possession of the Collateral and to hold, prepare for sale, sell and dispose of the Collateral, whether or not a lawsuit is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ instituted. Any notice of defaultsale, disposition or other intended action by Lender, sent to Borrower at the address of Borrower as may from time to time be shown on Lender's records, at least five (5) days prior to such action, shall constitute reasonable notice to Borrower although a shorter period of notice may also be reasonable. It shall be commercially reasonable for Lender to sell the Collateral on a wholesale basis to a dealer or dealers in new or used property of like kind to the Collateral, or to sell to a purchaser directly or through a dealer in such new or used property; but the enumeration of the foregoing methods of disposition are without limitation on Lender's right to dispose of the Collateral by any other manner or method (whether by sale, lease or otherwise) in a commercially reasonable manner. Lender shall have the right to apply all or any part of any surplus if any, from disposition of the Collateral to (or to hold same as a reserve against) all or any Liabilities of Borrower to Lender, whether or not they, or any of them, be then due, and if Seller has not cured within in such period, then order of application as Purchaser’s sole remedies, Purchaser Lender may elect either (1) from time to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereundertime elect. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. Each of the following events shall constitute a default or breach of this Lease by Tenant: (a) If Purchaser fails Tenant, or any successor or assignee of Tenant while in possession, shall file a petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall voluntarily take advantage of any such act or shall make assignment for the benefit of creditors. (b) If involuntary proceedings under any bankruptcy laws or insolvency act shall be instituted against Tenant, or if a receiver or trustee shall be appointed for all or substantially all of the property of Tenant, and such proceedings shall not be dismissed or the receivership or trusteeship vacated within sixty (60) days after the institution or appointment. (c) If Tenant shall fail to close pay Landlord any rent or additional rent together with any interest thereon within (5) days after Landlord notifies Tenant that it is unpaid. (d) If Tenant shall fail to perform or comply with any of the other conditions of this transaction Lease within thirty (30) days after notice by Landlord to Tenant specifying the condition to performed or complied with; or, if the performance cannot be reasonably had within the 30-day period, Tenant shall not in good faith have commenced performance within the 30-day period and shall not diligently proceed to completion of performance. In the event of any default hereunder, Landlord at any time thereafter, may re-enter the Premises and expel, remove, and put out Tenant or any person or persons occupying the Premises and may remove all personal property therefrom. Upon re-entry Landlord may, at its option, relet the Premises or any part thereof as the agent of Tenant, and Tenant shall pay Landlord the difference between the rent hereby reserved for the portion of the term remaining at the time established of re-entry and the amount received under such reletting for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date such portion of the Closing in accordance with term. Upon re-entry Landlord may at its option, terminate this Lease and at any time thereafter recover from Tenant all sums then due as well as the amount by which all rent and other payments to be made by Tenant exceed the reasonable rental value of the Premises for the remainder of the Lease term. All actions taken by Landlord pursuant to this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as without prejudice to any other remedies that otherwise might be used for the collection of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date arrears of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by rent or for the account preceding breach of Seller as liquidated damages covenant or conditions. Landlord may elect, but shall not be obligated, to comply with any condition, agreement, or term required hereby to be performed by Tenant, and not as a penalty, consideration Landlord shall have the right to enter the Premises for the execution purpose of this Agreement and in full settlement of correcting or remedying any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of such default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return remain until the default has been corrected or remedied, but any expenditure for such correction by Landlord shall not be deemed to waive or release the default of Tenant or the deposit(s) paid under this Agreement right of Landlord to date, whereupon both parties shall be released from take any further obligations hereunder (except action as may be specifically provided herein to otherwise permissible hereunder in the contrary), or (2) Purchaser can elect to seek specific performance case of Seller’s obligations hereunderany default. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required Tenant shall fail to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Furthereither Base Rent or additional rent when due, all prorations or any other sums of money becoming due hereunder, or if Tenant shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of any other of the terms, conditions, or covenants contained in this AgreementLease Agreement to be observed or performed by it and does not remedy such default within thirty (30) days after written notice thereof or does not, Purchaser will give Seller 20 within such thirty (30) days’ , commence such act or acts as shall be necessary to remedy a default, which not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the assets of Tenant, of if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then in any such event the Landlord shall have immediate right of reentry without resort to legal process and the right to terminate and cancel this Lease. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid monthly. No such reentry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless written notice of defaultsuch intention be given by the Landlord to the Tenant at the time of such reentry; but, notwithstanding any such reentry and if Seller has not cured within such periodreletting without termination, then as Purchaser’s sole remedies, Purchaser Landlord may at any time thereafter elect either (1) to cancel and terminate this Agreement and to receive Lease for such previous breach. If as a return result of a default hereunder, either Landlord or Tenant shall institute legal proceedings for the enforcement of the deposit(s) paid under this Agreement to dateother party’s obligations, whereupon both parties the non-prevailing party shall be released from any further obligations hereunder (except as may be specifically provided herein to pay all costs incurred by the contrary)prevailing party, or (2) Purchaser can elect to seek specific performance of Sellerincluding reasonable attorney’s obligations hereunderfees. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. a. Any one or more of the following events shall constitute a “Tenant Event of Default”: (i) failure of Tenant to pay an installment of Rent or any other sum payable by Tenant hereunder within ten (10) days after ▇▇▇▇▇▇’s receipt or denial of delivery of Landlord’s written notice thereof; (ii) the making by Tenant of an assignment for the benefit of its creditors; (iii) institution by Tenant of proceedings for reorganization, liquidation, or bankruptcy of Tenant, unless the same is discharged within sixty (60) days; (iv) institution against Tenant of proceedings for reorganization, liquidation, or bankruptcy which are not dismissed within sixty (60) days; (v) the appointment of a receiver, trustee or liquidator to take charge of all or substantially all of Tenant’s assets which is not vacated within sixty (60) days; (vi) failure of Tenant to perform any of Tenant’s other obligations under this Lease within thirty (30) days after Landlord gives Tenant written notice thereof, provided, however, that if such failure is curable, but cannot with reasonable diligence be cured within such thirty (30) day period, then the failure of Tenant to commence to cure such default within such thirty (30) day period and thereafter cure such default with due diligence. b. If Purchaser fails there shall be a Tenant Event of Default, Landlord, at its option, shall have the right to close terminate this transaction Lease or Tenant’s right to possession of the Leased Premises, and enter into and take possession of the Leased Premises and remove all persons and their property therefrom, and shall further be entitled to pursue all other remedies available to Landlord at law or in equity, except Landlord shall not be permitted to accelerate the payment of Rent. Landlord will be entitled to an award of reasonable attorneys’ fees in connection with the exercise of ▇▇▇▇▇▇▇▇’s remedies. In any such event, Landlord shall use all reasonable efforts to mitigate any and all damages that it may sustain as a result of ▇▇▇▇▇▇’s default hereunder. c. If Landlord shall default in the time established for reasons other than Sellerperformance of any of Landlord’s default or delayobligations hereunder, and Seller agrees such default shall not be cured within thirty (30) days after receipt of notice thereof from Tenant, then, in addition to delay/extend any other remedies at law or in equity, Tenant shall have the date option of the Closing in accordance with either terminating this Section 7.A.Lease by giving written notice of termination to Landlord, Purchaser shallor curing such default and, if Seller such default involves the expenditure of money, deducting the cost thereof from the Rent due or accruing hereunder. Additionally, Tenant shall have the right to remedy any default of an emergency nature without notice (if the giving of notice is willing not reasonably practicable) in the event of an emergency imminently endangering the property or health of any person. If Tenant elects to closeterminate this Lease, be required to Landlord shall pay interest on the original Total Purchase Price at a rate Tenant an amount equal to 18% per annum from the date unamortized cost of Tenant’s Work amortized on which a straight-line basis over a 20-year period. Upon any termination of this Lease under the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Furtherprovisions of this Section, all prorations Rent shall be made adjusted as of the date of such termination, and each party shall be released thereby without further obligation under this Lease to the Closing was originally scheduled. Nothing other party coincident with the surrender of possession of the Premises to Landlord, except for obligations that expressly survive as specified in this AgreementLease. If Tenant elects to cure, however, any such deductions by Tenant shall require Seller not constitute a default by Tenant unless Tenant fails to delay/extend pay the date amount of such deduction to Landlord within thirty (30) days after final adjudication by a court of competent jurisdiction that such amount is owed to Landlord. Tenant will be entitled to an award of reasonable attorneys’ fees in connection with the Closing beyond exercise of ▇▇▇▇▇▇’s remedies. d. Subject to the time limitations or remedies set forth in this Agreement above, no right or prevent Seller from treating Purchaser as being in default if Purchaser fails remedy herein conferred upon or reserved to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed either party is intended to be paid by Purchaser exclusive of any other right or remedy, and each and every right and remedy shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement cumulative and in full settlement of addition to any claimsother right or remedy given hereunder, whereupon Purchaser and Seller or now or hereafter existing at law, in equity or by statute. Notwithstanding anything to the contrary contained herein, in no event shall either Landlord or Tenant be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual entitled to recover from the other party any consequential damages in the event of resulting from any default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a other breach of this Agreement Lease by Purchaser. C. If Seller defaults in the performance of this Agreementother party or its employees, Purchaser will give Seller 20 days’ notice of defaultagents, servants or customers, whether foreseen or unforeseen, and if Seller has not cured within each hereby waives and releases any claim for such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderconsequential damages. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction a. Borrower shall be in default hereunder upon the occurrence and during the continuation of an Event of Default, as set forth in the Loan Agreement. b. Upon the occurrence and during the continuation of any Event of Default (i) unless Lender shall elect otherwise, the entire unpaid amount of the Obligations due under the Loan Agreement, as are not then otherwise due and payable, shall become immediately due and payable without notice to Borrower or demand by Lender and (ii) either Lender may, at its or their option, exercise from time established for reasons to time any and all rights and remedies available to them under the Uniform Commercial Code or otherwise, including the right to foreclose or otherwise realize upon the Collateral and to dispose of any of the Collateral at one or more public or private sales or other than Seller’s default or delayproceedings, and Seller Borrower agrees to delay/extend that Lender or his nominee may become the purchaser at any such sale or sales. Borrower agrees that ten (10) days shall be reasonable prior notice of the date of any public sale or other disposition of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to same. All rights and including the date on which the Closing actually occurs. Further, all prorations remedies granted Lender hereunder or under any other agreement between Lender and Borrower shall be made as deemed concurrent and cumulative and not alternative, and Lender may proceed with any number of remedies at the date same time or at different times until all the Closing was originally scheduledObligations are fully satisfied. Nothing in this AgreementThe exercise of any one right or remedy shall not be deemed a waiver or release of, howeveror an election against, any other right or remedy. Borrower shall require Seller pay to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified Lender, on demand, any and all expenses (including payment of all depositsreasonable attorneys’ fees and legal expenses) which may have been incurred by Lender (i) in the prosecution or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement defense of any claims, whereupon Purchaser and Seller shall be relieved of all obligations action arising under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that Collateral or any of Lender’s rights therein or thereto; or (ii) in connection with the deposit(s) paid and agreed custody, preservation, use, operation, preparation for sale or sale of the Collateral, the incurring of all of which are hereby authorized to the extent Lender deems the same advisable. Borrower’s liability to Lender for any such payment shall be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages included in the event Obligations. The proceeds of any Collateral received by Lender at any time before or after an Event of Default, whether from a breach sale or other disposition of this Agreement by Purchaser. C. If Seller defaults Collateral or otherwise, or the Collateral itself, may be applied to the payment, in the performance full or in part, of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except Obligations and in such order and manner as Lender may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderelect. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. 24.1 If Purchaser fails the Successful Tenderer shall for whatever reason fail to close this transaction in observe or perform or shall fail to ensure the time established for reasons due observance or performance of any of the provisions of these Conditions of Tender, SFA shall be entitled to and may: 24.1.1 forfeit the Fixed Amount Tender Deposit and all other than Seller’s default or delaymonies including any part of the Fixed Sale Price paid under the provisions hereof which shall thereupon belong to SFA; and 24.1.2 redispose of, and Seller agrees to delay/extend the date where possession of the Closing Land has been delivered to the Successful Tenderer in accordance with this Section 7.A.Condition 15, Purchaser shallto re-enter upon and resume possession and to redispose of the Land and any interest therein and in the Development (whether construction thereof has commenced or not) as if the Successful Tenderer has never submitted a Tender under these Conditions of Tender and whether by tender, public auction, private treaty or otherwise subject to such conditions and generally in such manner as SFA may in its discretion think fit with power to vary or rescind any contract, sell or lease in any auction and/or to redispose of the same and the deficiency in the proceeds (if Seller is willing to close, be required to pay interest any) arising on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations such redisposal or attempted redisposal shall be made good and paid for by the Successful Tenderer to SFA and shall be recoverable by SFA against the Successful Tenderer as damages but any increase of proceeds on a redisposal shall belong to SFA absolutely. 24.2 In particular, if the Successful Tenderer shall fail to achieve the Potential Production Output as declared in Section 1(c) of the date Tender Proposal Form within five (5) years from the Closing was originally scheduled. Nothing commencement of the Lease Term or any extension of time as agreed by SFA or fail to maintain or exceed the aforesaid Potential Production Output throughout the remaining Lease Term, SFA shall be entitled to and may: 24.2.1 forfeit the Fixed Amount Tender Deposit and all other monies including any part of the Fixed Sale Price paid under the provisions hereof which shall thereupon belong to SFA; and 24.2.2 redispose of, and where possession of the Land has been delivered to the Successful Tenderer in this Agreementaccordance with Condition 15, howeverto re-enter upon and resume possession and to redispose of the Land and any interest therein and in the Development (whether construction thereof has commenced or not) as if the Successful Tenderer has never submitted a Tender under these Conditions of Tender and whether by tender, public auction, private treaty or otherwise subject to such conditions and generally in such manner as SFA may in its discretion think fit with power to vary or rescind any contract, sell or lease in any auction and/or to redispose of the same and the deficiency in the proceeds (if any) arising on such redisposal or attempted redisposal shall be made good and paid for by the Successful Tenderer to SFA and shall be recoverable by SFA against the Successful Tenderer as damages but any increase of proceeds on a redisposal shall belong to SFA absolutely. 24.3 For the avoidance of doubt, under Condition 24.2 above, any extension of time to achieve the Potential Production Output, if granted by SFA, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or exceed two (2) Purchaser can elect to seek specific performance years in total (i.e. there shall be no further extensions of Seller’s obligations hereunder. D. Each time beyond seven (7) years from the commencement of the parties acknowledges and agrees that Lease Term, regardless of whether the remedies extension of liquidated damages time was given in one tranche or specific performance for Seller and the remedies in multiple tranches of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to shorter periods of time in each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiestranche).

Default and Remedies. A. If Purchaser (a) An "Event of Default" shall be deemed to exist and Tenant shall be in default hereunder if: (i) Tenant fails to close pay any Rent when due and such failure continues for more than 5 business days after Landlord has given Tenant written notice of such failure (such notice being in lieu of, and not in addition to, any applicable statutory notice); provided, however, in no event shall Landlord have any obligation to give Tenant more than 2 such notices in any 12-month period, after which there shall be an Event of Default if Tenant fails to pay any Rent when due, regardless of Tenant's receipt of notice of such nonpayment, and, provided further, there shall be an automatic Event of Default if Tenant fails to pay any Rent when due and the automatic stay of bankruptcy precludes issuance of a default notice; (ii) Tenant fails to bond over a mechanic's or materialmen's lien within 10 days after Landlord's written notice; (iii) there is any assignment or subletting (excluding any Transfer to a Permitted Transferee or any other permitted subletting or assignment hereunder) in violation of the terms of this transaction Lease; (iv) the occurrence of any default beyond any applicable notice and/or cure period under any guaranty exec.uted in connection with this Lease; (v) Tenant fails to deliver any Landlord-requested estoppel certificate or subordination agreement within twenty business days after receipt of notice that such document was not received within the time established period required under this Lease; (vi) Tenant ceases to use the Premises for reasons the Permitted Use; (vii) there is a filing of a voluntary petition for relief by Tenant or any guarantor, or the filing of a petition against Tenant or any guarantor in a proceeding under the federal bankruptcy or other insolvency laws that is not withdrawn or dismissed within 45 days thereafter, or ▇▇▇▇▇▇'s rejection of this Lease after such a filing, or, under the provisions of any law providing for reorganization or winding up of corporations, the assumption by any court of competent jurisdiction of jurisdiction, custody, or control of Tenant or any substantial part of its property, or of any guarantor, where such jurisdiction, custody, or control remains in force, unrelinquished, unstayed, or unterminated for a period of 45 days, or the death or ceasing of existence of Tenant or any guarantor, or the commencement of steps or proceedings toward the dissolution, winding up, or other termination of the existence of Tenant or any guarantor, or toward the liquidation of either of their respective assets, or the evidence ofthe inability of Tenant or any guarantor to pay its debts as they come due, including without limitation an admission in writing of its inability to pay its debts when due, or any judgment docketed against any guarantor which is not paid, bonded, or otherwise discharged within 45 days; or (viii) Tenant fails to observe or perform any of Tenant's other agreements or obligations under this Lease and such failure continues for more than Seller’s default 30 days after Landlord gives Tenant written notice of such failure plus the expiration of such additional time period as is reasonably necessary to cure such failure (not to exceed 60 days), provided Tenant promptly commences and thereafter proceeds with all due diligence and in good faith to cure such failure. (b) Upon the occurrence of an Event of Default, Landlord, in addition to the other rights or delayremedies it may have under this Lease, at law, or in equity, and Seller agrees without prejudice to delay/extend the date any of the Closing same, shall have the. option, without any notice to Tenant and with or without judicial process, to pursue any one or more of the following remedies: (i) Landlord shall have the right to terminate this Lease, in accordance with this Section 7.A.which event Tenant shall immediately surrender the Premises to Landlord, Purchaser shalland Tenant shall pay Landlord upon demand for all reasonable documented losses and damages that Landlord suffers or incurs by reason of such termination, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate including damages in an amount equal to 18% per annum from the date on which total of: (A) the Closing was originally scheduled to occur to costs ofrepossessing the Premises and including all other expenses incurred by Landlord in connection with Tenant's default, plus the date on which Administrative Fee; (B) the Closing actually occurs. Further, all prorations shall be made unpaid Rent earned as of the date of termination; (C) all Rent not actually collected for the Closing was originally scheduledperiod that would otherwise have constituted the remainder of the Term, discounted to present value at a rate of 2% per annum; and (D) all other sums of money and damages owing by Tenant to Landlord hereunder. Nothing The "Administrative Fee" means 5% of the costs incurred by Landlord in curing Tenant's default or performing Tenant's obligations hereunder. Upon the occurrence of an Event of Default, Landlord shall use commercially reasonable efforts to mitigate its damages. However, Landlord shall not be required to give any special preference or priority to reletting the Premises over other vacant space in the Building, Landlord shall be deemed to have used commercially reasonable efforts ifit uses the same efforts in marketing the Premises as used in marketing other vacant space at the Building, and in no event shall Landlord be responsible or liable for any failure to relet the Premises or any part thereof Landlord's rejection of a prospective replacement tenant based on an offer of rentals materially below fair-market rates for new leases of comparable space at the Building at the time in question, or materially below the rates provided in this Agreement, howeverLease or containing terms materially less favorable than those contained herein, shall require Seller not give rise to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails a claim by Tenant that Landlord failed to close within that timemitigate its damages. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close The violation of any provision of this transaction in Agreement by the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations Mortgagor shall be made as a default under this Agreement, the Mortgage and the Section 1602 Mortgage. The Authority may give written notice of such default to the date Mortgagor, by registered or certified mail, addressed to the Closing was originally scheduled. Nothing address stated in this Agreement, howeveror such other address as may subsequently, shall require Seller upon appropriate written notice thereof to delay/extend the date Authority, be designated by the Mortgagor as its legal business address. If the default is not corrected to the satisfaction of an Authorized Officer of the Closing beyond Authority within 30 days after the day such notice is mailed or within such further time set forth as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, without further notice the Authority may avail itself of any remedy provided in the Mortgage, the Section 1602 Mortgage or other document executed in connection with the Mortgage Loan or Section 1602 Loan, or any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this Agreement Agreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or prevent Seller for such other relief as may be appropriate, since the injury to the Authority arising from treating Purchaser as being in any default if Purchaser fails to close within that time. B. If Purchaser fails to perform under this Agreement within would be irreparable and the time specified (including payment amount of all deposits) or otherwise becomes damage difficult to ascertain. Despite anything in default under the foregoing to the contrary, the Authority may take possession of the Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms and provisions hereofof this Agreement until such time as the Authority in its discretion, determines that the deposit(s) paid and agreed Mortgagor is again in a position to be paid by Purchaser shall be retained by or for operate the account of Seller as liquidated damages and not as a penalty, consideration for Development in accordance with the execution terms of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in compliance with the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return requirements of the deposit(s) paid under this Agreement Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the Section 1602 Mortgage Note and Section 1602 Mortgage, securing the Section 1602 Loan. The Authority's election to date, whereupon both parties pursue any one or more of the above remedies shall not be released from construed to preclude or be a waiver of the Authority's right to pursue any further obligations hereunder (except as may be specifically provided herein of the other remedies with respect to the contrary), default for which such remedy was pursued or (2) Purchaser can elect with respect to seek specific performance of Seller’s obligations hereunderany default prior or subsequent to such remedy. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser a. It shall be a default of this Lease if: i. Tenant fails to close this transaction in the time established for reasons make timely payment of Rent or any other than Seller’s default or delaysums due to Landlord, and Seller agrees to delay/extend the date does not cure such default within ten (10) days after receipt of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum written notice from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occursLandlord; or ii. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller Tenant defaults in the performance of any other covenant or condition of this AgreementLease and does not pursue a cure with due diligence and cure such other default within ninety (90) days after written notice from Landlord specifying the default complained of; or iii. Tenant abandons or vacates the Property; or iv. Tenant is adjudicated as bankrupt or makes any assignment for the benefit of creditors; or v. ▇▇▇▇▇▇ becomes insolvent, Purchaser will give Seller 20 days’ notice or Landlord reasonably believes Tenant to be insolvent. b. In the event of default, Landlord shall have the right, in addition to and if Seller has not cured within such periodexclusive of any other remedy Landlord may have by operation of law, then without any further demand or notice, to enter the Property and eject all persons therefrom, and to declare this Lease at an end. If Landlord so terminates the Lease, Tenant shall immediately remove the Antenna Facilities (and proceed as Purchaserset forth in Section 4.e.) and pay Landlord as necessary to compensate Landlord for all detriment proximately caused by ▇▇▇▇▇▇’s sole remedies, Purchaser may elect either (1) failure to cancel perform its obligations under the Lease. No entry and taking of possession of the Property by Landlord shall be construed as an election on Landlord’s part to terminate this Agreement and to receive a return Lease regardless of the deposit(s) paid extent of renovations and alterations by Landlord unless a written notice of such intention is given to Tenant by Landlord. Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. c. If suit shall be brought by Landlord for recovery of possession of the Property, for the recovery of any Rent or any other amount due under the provisions of this Agreement Lease, or because of the breach of any other covenant, Tenant shall pay to datethe Landlord all expenses incurred therefor, including reasonable attorney fees as awarded by a court. d. If Landlord fails to comply with any provision of this Lease, Tenant shall serve written notice of such failure upon Landlord, whereupon both parties Landlord shall be released from pursue a cure with due diligence and cure such failure at its sole cost and expense within ninety (90) days after written notice. If Landlord is not able to cure any further obligations hereunder (except as default within the timeframe listed above, Tenant may be specifically provided herein terminate this Lease in addition to the contrary), any other right or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderremedy at law or in equity. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction Sublessee shall default in fulfilling any of the terms, covenants or agreements hereof or of the Lease, and (i) in the time established case of a monetary default, such default continues for reasons other than Seller’s default or delaya period of five (5) business days after Sublessee's receipt of written notice thereof, and Seller agrees (ii) in the case of a non-monetary default, such default continues for a period of fifteen (15) days after Sublessee's receipt of written notice thereof, or such longer period as may be necessary if such default cannot reasonably be cured within fifteen (15) days, provided that Sublessee commences to delay/extend cure such default within fifteen (15) days and thereafter proceeds to diligently complete the same, Sublessor may give Sublessee three (3) days' written notice of intention to end the term of this Sublease, and at the end of said period, the Sublease Term shall expire with the same effect as if that day were the date hereinbefore set forth for the expiration of the Closing in accordance with this Section 7.A.Sublease Term without a necessity of re-entry or any other act on Sublessor's part, Purchaser shallany requirement for any other act or notice by Sublessor being hereby waived by Sublessee. If the Sublease is terminated, Sublessee shall be and remain liable to Sublessor for damages as hereinafter provided and Sublessor shall be entitled to recover forthwith from Sublessee as damages an amount equal to the total of; (i) all sums remaining unpaid at the time of termination of the Sublease, and (ii) the amount of all other sums that would have been payable hereunder if the Sublease had not been terminated, less the net proceeds, if Seller is willing to closeany, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of any reletting of the date the Closing was originally scheduledLeased Premises, after deducting all of Sublessor's reasonable expenses in connection with such reletting. Nothing in this Agreement, however, shall require Seller to delay/extend the date No provisions of the Closing beyond Sublease shall limit or prejudice the time set forth in this Agreement right of Sublessor to prove or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller obtain as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement by reason of any claimstermination of the Sublease, whereupon Purchaser an amount equal to the maximum allowed by any statute or rule of law in effect at the time, when, and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual governing the proceedings in which, such damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed are to be paid by Purchaserproved, with all accrued interest thereonwhether or not such amount be greater, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)equal to, or (2) Purchaser can elect less than the amount referred to seek specific performance of Seller’s obligations hereunderabove. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this In the event that the transaction in the time established for reasons other than Seller’s default contemplated herein is not closed and consummated because of Purchaser's failure or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails breach to perform this Agreement within its obligations hereunder, Seller shall retain the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller Deposit as agreed-upon liquidated damages and not as a penalty, consideration for it being otherwise difficult or impossible to estimate Seller's actual damages, and which liquidated damages shall be in lieu of any other damages or the execution of right to specific performance, and, upon such event, this Agreement shall terminate and in full settlement be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any claimsfurther rights, whereupon remedies, duties, liabilities or obligations to the other hereunder. Seller hereby waives any right to specific performance, injunctive relief or any other relief to cause Purchaser to perform its obligations under this Agreement, and Seller shall be relieved hereby waives any right to damages in excess of all obligations under said liquidated damages occasioned by Purchaser's breach of this Agreement. Seller and Purchaser have agreed acknowledge that Seller’s it is impossible to estimate the actual damages Seller would suffer from Purchaser's breach hereof, but that the liquidated damages provided herein represent a reasonable pre-estimate of such damages and Seller and Purchaser therefor intend to provide for liquidated damages as herein specified, and that the agreed-upon liquidated damages are not punitive or penalties and are just, fair and reasonable, all in accordance with O.C.G.A. ss. 13-6-7. B. In the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid transaction contemplated herein is not closed and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate consummated because of Seller’s liquidated damages in the event 's failure or breach to perform its obligations hereunder or because of a breach by Seller of any of the representations and warranties made herein by Seller, Purchaser shall have the right only (i) to terminate this Agreement by Purchaser. C. If giving notice thereof to Seller, and upon receipt of such notice Seller defaults in shall return the Deposit to Purchaser and thereafter this Agreement shall terminate and be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any further rights, remedies, duties, liabilities or obligations to the others hereunder, or (ii) to sue Seller for specific performance of its obligations under this Agreement▇▇reement; which remedies specified in (i) and (ii) shall be in lieu of any other rights or remedies for Purchaser, including, without limitation, any right or claim for damages. If Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate consummates the transaction contemplated in this Agreement and it shall be conclusively deemed to receive a return have waived any breach by Seller of the deposit(s) paid any covenant, representation or warranty under this Agreement to date, whereupon both parties (but not under any of the documents executed at Closing which shall be released from any further obligations hereunder (except as may be specifically provided herein continue in accordance with their terms) which the Purchaser knew or should have known existed prior to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderClosing. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction in In the time established for reasons other than Seller’s default event of any material default, cross-default, breach, or delay, and Seller agrees to delay/extend the date violation of the Closing in accordance with terms of this Section 7.A.License Agreement (“Default”), Purchaser shall, if Seller is willing the Party alleging a Default shall have the right to close, be required deliver a written Notice of Default to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from defaulting Party. The Notice of Default shall specify the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as nature of the date alleged Default and provide a reasonable period of time ten (10) days if the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller Default relates to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails failure to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including timely make a monetary payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages due thereunder and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages less than thirty (30) days in the event of default by Purchaser would non-monetary Defaults) in which the Default must be extremely difficult or impossible to determinecured (the “Cure Period”). Therefore, by signing this AgreementDuring the Cure Period, the parties acknowledge that Party charged shall not be considered in Default for the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate purposes of Seller’s liquidated damages in the event of a breach termination of this License Agreement by Purchaseror institution of legal proceedings. If the alleged Default is cured within the Cure Period, then the Default thereafter shall be deemed not to exist. If a non-monetary Default cannot be cured during the Cure Period, the defaulting party must commence to cure within thirty (30) days after it receives the Notice of Default and thereafter use reasonable diligence to pursue said cure to completion. C. a. If Seller defaults in Property Owner is alleged to have committed a non-monetary Default and it disputes the performance claimed Default, it may make a written request for an appeal hearing before the City Council or other applicable City board, commission, or code enforcement official within ten (10) days of this Agreement, Purchaser will give Seller 20 days’ notice receiving the Notice of defaultDefault, and if Seller a hearing shall be scheduled at the next available City Council or other applicable City board, commission, or code enforcement meeting to consider Property Owner’s appeal of the Notice of Default. b. If Property Owner alleges a City Default and alleges that City has not cured the Default within such periodthe Cure Period, then as Purchaser’s sole remediesProperty Owner may pursue any equitable remedy available to it, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive including, without limitation, an action for a return writ of the deposit(s) paid under this Agreement to datemandamus, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary)injunctive relief, or (2) Purchaser can elect to seek specific performance of SellerCity’s obligations hereunderunder this License Agreement, in addition to the right to suspend this License Agreement pursuant to Section 3. Upon a City Default, any resulting delays in Property Owner’s performance thereunder shall neither be a Property Owner Default nor constitute grounds for termination or cancellation of the License Agreement by City and shall, at Property Owner’s option (and provided Property Owner delivers written notice to City within thirty (30) days of the commencement of the alleged City Default), extend the term for a period equal to the length of the delay. D. Each c. Failure or delay by either party in delivering a Notice of Default shall not waive that party’s right to deliver a future Notice of Default of the parties acknowledges and agrees that the remedies of liquidated damages same or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesany other Default.

Default and Remedies. A. If Events of Default The occurrence of any one of the following events shall constitute an Event of Default hereunder The Borrower shall fail to pay when due any amount payable hereunder or under any Purchaser fails Document or Bond Document or The Borrower shall fail to close observe or perform any covenant contained in Section 5.3e 5.3h 5.6 5.7 5.16 5.17 5.20 5.22 5.27 5.28 5.29 5.30 5.34 5.35 5.36 or 5.38 herein or The Borrower shall fail to observe or perform any covenant or agreement contained in this transaction in the time established for reasons Purchase Agreement other than Seller’s default those referred to in clauses or delay, above and Seller agrees such failure shall continue for thirty 30 days after written notice thereof has been given to delay/extend the date Borrower provided however if such failure cannot be corrected within such 30-day period the Purchaser will not unreasonably withhold its consent to an extension of such time if corrective action is instituted within such thirty 30 days and is diligently pursued until such failure is corrected but in any event not more than an additional thirty 30 days or Any representation or warranty made by the Borrower herein or in any Bond Document or any statement certificate or other data furnished by the Borrower in connection herewith or with any Purchaser Document or Bond Document proves to have been incorrect in any material respect when made or judgment or judgments for the payment of money in excess of $500000 which the Purchaser determines to not be covered by insurance or as to which the insurer has given notice of denial is rendered against the Borrower or any Subsidiary and any such judgment shall remain unsatisfied and in effect for any period of ten 10 consecutive days without stay of execution or IT Any levy seizure attachment garnishment execution or similar process shall be issued or levied on any of the Closing Borrowers or any Subsidiarys property and is not dismissed bonded over or otherwise addressed in accordance with this Section 7.A., manner satisfactory to the Purchaser shall, if Seller is willing within thirty 30 days thereof or The Borrower or any Subsidiary shall apply for or consent to close, the appointment of receiver conservator trustee or liquidator of all or substantial part of any of its assets be required unable or admit in writing its inability to pay interest on its debts as they mature file or permit the original Total Purchase Price at a rate equal filing of any petition or case for arrangement reorganization or the like under any insolvency or bankruptcy law or the adjudication of it as bankrupt or the making of an assignment for the benefit of creditors or the consenting to 18% per annum from any form of arrangement for the date on which satisfaction settlement or delay of debt or the Closing was originally scheduled to occur to and including appointment of receiver for all or any part of its properties or Cd take any action for the date on which purpose of effecting any of the Closing actually occurs. Further, all prorations foregoing or An order judgment or decree shall be made as entered or case shall be commenced against the Borrower or any Subsidiary without the application approval or consent of the date Borrower or such Subsidiary by or in any court of competent jurisdiction approving petition or permitting the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date commencement of case seeking reorganization or liquidation of the Closing Borrower or such Subsidiary or appointing receiver trustee conservator or liquidator of the Borrower or such Subsidiary with respect to all or substantial part of its assets and the Borrower or such Subsidiary by any act indicates its approval thereof consent thereto or acquiescence therein and such order judgment decree or case shall continue unstayed and in effect for any period of sixty 60 consecutive days or The Borrower or any Subsidiary shall dissolve or liquidate or be dissolved or liquidated or cease to legally exist or merge consolidate or convert or be merged consolidated or converted with or into any other corporation or entity without the Purchasers prior written consent provided however that any Subsidiary can be merged into Borrower or The suspension of business for any reason other than strike casualty or cause beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms Borrowers control and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of such suspension for cause beyond the Borrowers control failure to resume operations as soon as reasonably possible or Participation in any illegal activity or in any activity whether or not related to the business of the Borrower that may subject the assets of the Borrower to restraining order or any form of injunction issued by any federal or state court or ii seizure forfeiture or confiscation by any federal or state governmental instrumentality or If Borrower shall default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages beyond any grace period in the payment of principal or interest of any Indebtedness of Borrower in excess of $500000 or obligation whether contingent or otherwise or ii if Borrower otherwise defaults under the terms or covenants of any such Indebtedness or obligation beyond the expiration of an applicable notice or cure period or Any Event of Default as defined in any Purchaser Document the Loan Agreement or any Bond Document shall have occurred and shall be continuing beyond the expiration of any applicable notice and/or grace period or Any event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, default shall occur and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from continuing beyond any further obligations hereunder (except as may be specifically provided herein applicable grace period under any other agreements relating to any Indebtedness now or hereafter owed by the Borrower to the contrary), Purchaser or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.Any event occurs which has Material Adverse Effect

Default and Remedies. A. If Purchaser Subtenant (a) fails to close pay within five (5) days of when due any rent or any other sum of money which Subtenant is obligated to pay as provided in this transaction Sublease; or (b) defaults in observing, performing, or keeping any other term, provision, agreement, covenant, or obligation herein set forth and such default shall continue and not be remedied within ten (10) business days after written notice from Sublandlord specifying the default, or if such default cannot be cured completely within the 10-business day period, if Subtenant does not promptly commence within such period and thereafter proceed and continue with due diligence to cure the same within thirty (30) days after receipt of said written notice from Sublandlord; or (c) files (or has filed against it and not stayed or vacated within ninety (90) days after filing) any petition or action for relief under creditors' law (including bankruptcy, reorganization, or similar action), either in state or Federal court; or (d) makes any transfer in fraud of creditors as defined in Section 548 of the United States Bankruptcy Code, has a receiver appointed for its assets (and such appointment shall not have been stayed or vacated within 30 days), or makes an assignment for the benefit of creditors; then Subtenant shall be in default hereunder, and, Sublandlord, in addition to any other lawful right or remedy which it may have, may do any one or more of the following: (i) declare the rent for the balance of the term immediately due and payable, and collect the same less all sums received from any re-letting of the Sublease Premises by distress or otherwise, or in the event the Sublease Premises is not re-let, the difference, if any, between the rent reserved hereunder for the remainder of the Initial Sublease Term or any exercised Extended Sublease Term reduced to present value at a discount rate of eight percent (8%) per annum; provided, however, after payment by Subtenant to Sublandlord of such sum, Sublandlord shall remit to Subtenant any rent received from the re-letting of the Sublease Premises with respect to the term of this Sublease for which Subtenant paid Sublandlord accelerated rent, less any costs incurred by Sublandlord in re-letting the Sublease Premises, including, but not limited to, brokers' commissions and costs of readying the premises for the third party's occupancy, the intent of the parties being that Sublandlord shall not have a double recovery with respect to accelerated rent paid by Subtenant. Sublandlord's obligation in the preceding sentence shall survive termination of this Sublease; (ii) with or without terminating this Sublease, immediately or at any time established for reasons other than Seller’s default or delaythereafter, enter upon the Sublease Premises, take possession thereof, and Seller agrees re-let the Sublease Premises or any part thereof for such time or times and at such rental or rentals and upon such other terms and conditions as Sublandlord, in Sublandlord's sole discretion, may deem advisable, and Sublandlord may make alterations or repairs to delay/extend the date Sublease Premises which Sublandlord may deem necessary or proper to facilitate such re-letting; and Subtenant shall pay all reasonable costs of such re-letting, including the Closing cost of any such reasonable repairs to the Sublease Premises, together with all reasonable leasing commissions and other reasonable expenses in accordance with seeking and obtaining a new tenant; and if this Section 7.A.Sublease shall not have terminated, Purchaser shall, if Seller is willing to close, be required Subtenant will continue to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur all rent due under this Sublease up to and including the date on which of the Closing actually occurs. Furtherbeginning of the payment of rent by any subsequent tenant of the Sublease Premises and thereafter Subtenant shall pay monthly during the remainder of the term of this Sublease the difference, all prorations if any, between the rent collected from such subsequent subtenant or subtenants and the rent reserved in this Sublease, but Subtenant shall not be entitled to receive any excess of such rents collected over the rents reserved therein; (iii) immediately or at any time thereafter terminate this Sublease (without demand to vacate the Sublease Premises) and this Sublease shall be made as deemed to have been terminated upon the receipt by Subtenant of such written notice of such termination and upon such termination, Subtenant shall immediately vacate the Sublease Premises and Sublandlord shall have and recover from Subtenant all damages Sublandlord may suffer by reason of such termination, including, without limitation, the inability of Sublandlord to re-let the Sublease Premises, and the cost of any repairs to the Sublease Premises which are necessary or proper to prepare the same for re-letting; and (iv) re-enter the Sublease Premises, without notice, either by summary proceedings or by any suitable action or proceeding at law, and may have, hold, and enjoy the Sublease Premises, together with all appurtenances thereto. Sublandlord's reasonable attorneys' fees actually incurred at standard hourly rates in pursuing any of the date the Closing was originally scheduled. Nothing foregoing remedies or in this Agreement, however, collecting any rents due by Subtenant hereunder shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account Subtenant within five (5) days of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserdemand therefor. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. Each of the following shall be deemed an event of default by Borrower (each, an "Event of Default"): (1) If Purchaser any representation or warranty of any of the Borrower Parties set forth in any of the Loan Documents is false in any material respect, or if any of the Borrower Parties renders any statement or account which is false in any material respect. (2) If any principal, interest or other monetary sum due under the Note, the Mortgages or any other Loan Document is not paid within five days after the date when due; provided, however, notwithstanding the occurrence of such an Event of Default, Lender shall not be entitled to exercise its rights and remedies set forth below unless and until Lender shall have given Borrower notice thereof and a period of five days from the delivery of such notice shall have elapsed without such Event of Default being cured. (3) If Borrower fails to close observe or perform any of the other covenants, conditions, or obligations of this transaction Agreement; provided, however, if any such failure does not involve the payment of any monetary sum, is not willful or intentional, does not place any rights or interest in the time established for reasons other than Seller’s default or delaycollateral of Lender in immediate jeopardy, and Seller agrees is within the reasonable power of Borrower to delay/extend promptly cure after receipt of notice thereof, all as determined by Lender in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lender shall have given Borrower notice thereof and a period of 30 days shall have elapsed, during which period Borrower may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such 30-day period, as determined by Lender in its reasonable discretion, and Borrower is diligently pursuing a cure of such failure, then Borrower shall have a reasonable period to cure such failure beyond such 30-day period, which shall not exceed 90 days after receiving notice of the failure from Lender. If Borrower shall fail to correct or cure such failure within such 90-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. (4) If any of the Borrower Parties becomes insolvent within the meaning of the Code, files or notifies Lender that it intends to file a petition under the Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, an "Action"), becomes the subject of either a petition under the Code or an Action, or is not generally paying its debts as the same become due. (5) If there is an "Event of Default" or a breach or default, after the passage of all applicable notice and cure or grace periods, under any other Loan Document or any of the Other Agreements. (6) If a final, nonappealable judgment is rendered by a court against any of the Borrower Parties which (i) has a Material Adverse Effect, or (ii) is in an amount greater than $250,000.00 and not covered by insurance, and, in either case, is not discharged or provision made for such discharge within 60 days from the date of entry of such judgment. (7) If there is a breach or default, after the Closing in accordance with this Section 7.A.passage of any applicable notice and grace period, Purchaser shallunder any of the Ground Leases and the landlord elects to terminate the Ground Lease (each a "Ground Lease Default"), or if Seller any of the Ground Leases terminates or expires prior to the scheduled maturity date of the Note; and (i) either of the Minimum Release Ratios is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made not exceeded as of the date of such expiration or termination; and/or (ii) the Closing was originally scheduled. Nothing Release Cap has been exceeded, and either: (a) the Ground Lease Premises and Equipment therein corresponding to such expired Ground Lease is not substituted with an acceptable Substitute Premises and Substitute Equipment in this Agreementaccordance with Section 11 hereof; or (b) Borrower does not prepay an amount of the Loan corresponding to the Ground Lease Premises as set forth on Schedule IV (each, howevera "Ground Lease Release Prepayment") within 10 days after the Ground Lease Default or prior to the termination or expiration of the Ground Lease, shall require Seller as applicable. (8) If: (i) there is a breach or default after the passage of any applicable notice and grace period, under any Space Lease and the landlord elects to delay/extend terminate the Space Lease (each, a "Space Lease Default"), or if any Space Lease terminates or expires prior to the maturity date of the Note; and (ii) either of the Minimum Release Ratios is not exceeded as of the date of such expiration or termination and either: (x) the Closing beyond Equipment located at the time Space Leased Premises associated with such Space Lease is not replaced by Substitute Equipment located at a Substitute Premises in accordance with Section 11 hereof; or (y) Borrower does not prepay an amount of the Loan corresponding to the Space Leased Premises as set forth on Schedule IV (each, a "Space Lease Release Prepayment") within 10 days after the Space Lease Default or prior to the termination or expiration of the Space Lease, as applicable. B. Upon the occurrence and during the continuance of an Event of Default, subject to the limitations set forth in subsection A, Lender may declare all or any part of the obligations of Borrower under the Note, this Agreement and any other Loan Document to be due and payable, and the same shall thereupon become due and payable without any presentment, demand, protest or prevent Seller from treating Purchaser notice of any kind except as being otherwise expressly provided herein, and Borrower hereby waives notice of intent to accelerate the obligations secured by the Mortgages and notice of acceleration. Thereafter, Lender may exercise, at its option, concurrently, successively or in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within any combination, all remedies available at law or in equity, including without limitation any one or more of the time specified (including payment of all deposits) or otherwise becomes in default remedies available under the terms and provisions hereofNote, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by Mortgages or for any other Loan Document. Neither the account of Seller as liquidated damages and not as a penalty, consideration for the execution acceptance of this Agreement and nor its enforcement shall prejudice or in full settlement of any claimsmanner affect Lender's right to realize upon or enforce any other security now or hereafter held by Lender, whereupon Purchaser and Seller it being agreed that Lender shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible entitled to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate enforce this Agreement and any other security now or hereafter held by Lender in such order and manner as it may in its absolute discretion determine. No remedy herein conferred upon or reserved to receive a return Lender is intended to be exclusive of any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the deposit(s) paid under this Agreement Loan Documents to dateLender, whereupon both parties shall or to which Lender may be released otherwise entitled, may be exercised, concurrently or independently, from any further obligations hereunder (except time to time and as often as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunderdeemed expedient by Lender. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails to close this transaction Tenant shall default in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date payment of any installment of the Closing Rent or in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed any other sum required to be paid by Purchaser Tenant under this Lease and such default shall continue for five (5) days after written notice to Tenant that such payment is past due (provided that such notice need be given only once in any twelve (12) month period during the Term), or if Tenant shall default in the observance or performance of any of the other covenants or conditions in this Lease which Tenant is required to observe or perform and such default shall continue for thirty (30) days after written notice to Tenant (or such longer period of time as may be reasonably required to effectuate the cure provided Tenant has commenced the cure within such 30 day period and diligently prosecutes the same to completion), or if the interest of Tenant in this Lease shall be retained levied upon under execution or other legal process, or if any voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by Tenant, or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within ninety (90) days following the filing thereof, or if a receiver shall be appointed for Tenant or any of the property of Tenant by any court and such receiver shall not be dismissed within ninety (90) days from the date of appointment, or within three (3) years following the Commencement Date the Premises are abandoned or vacant (for a period of more than 90 days) for a cause other than a casualty, or if Tenant shall make an assignment for the benefit of creditors, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease and thereupon at its option may, without notice or demand of any kind to Tenant or any other person, exercise one or more of the following described remedies, in addition to all other rights and remedies provided at law or in equity: (a) Landlord may terminate this Lease, in which event Landlord may immediately repossess the Premises and be entitled to recover, in addition to any other sums or damages for which Tenant may be liable to Landlord, as damages, an amount, if any, equal to the Rent which would have been payable during any period of rent-free occupancy provided to Tenant by this Lease, the cost of all leasing commissions paid by Landlord in connection with this Lease, the cost to Landlord of the initial leasehold improvements to the Premises, and all other amounts paid to or on behalf of Tenant in connection with Tenant's entry into this Lease and occupancy of the Premises (including without limitation any moving cost allowance, payments on lease(s) assumed by Landlord, payment for preparation of floor plans and the like), including Landlord's interest expense thereon, all of which amounts shall be amortized over the term of the Lease, and Tenant shall only be responsible for the portion which has not yet amortized at the time of termination, together with a sum of money equal to the excess of the Rent provided to be paid by Tenant for the balance of the Term over the fair market rental value of the Premises, after deduction of all reasonably anticipated expenses of reletting for said period. Should the fair market rental value of the Premises after deduction of all anticipated expenses of reletting for the balance of the then existing Term exceed the Rent to be paid by Tenant for the balance of the Term, Landlord shall have no obligation to pay to Tenant the excess or any part thereof or to credit such excess or any part thereof against any other sums or damages for which Tenant may be liable to Landlord. (b) Landlord may terminate Tenant's right of possession and may repossess the Premises by forcible entry (to the extent permitted by law) or unlawful detainer suit, by taking peaceful possession, or otherwise without terminating this Lease, in which event Landlord shall exercise its reasonable efforts to relet the same for the account of Seller Tenant, for such rent and upon such terms as liquidated damages shall be reasonably satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to decorate, repair, remodel or alter the Premises. If Landlord shall fail to relet the Premises, Tenant shall pay to Landlord a sum equal to the amount of the Rent due for each month as the same becomes due and not as a penalty, consideration payable for the execution balance of the Term. If the Premises are relet and a sufficient sum shall not be realized from such reletting after payment of the reasonable costs and expenses of all decoration, repairs, remodeling, alterations and additions and the expenses of such reletting (including broker's fees) (provided, however, that such costs and expenses shall be amortized over the term of any new lease of the Premises, and Tenant shall only be responsible for the portion amortizing during the remainder of the Lease Term) to satisfy the Rent provided for in this Lease and the amounts recoverable by Landlord from Tenant pursuant to subparagraph (a) of this Agreement paragraph, Tenant shall satisfy and in full settlement pay the same upon demand therefor from time to time. Landlord may file suit to recover any sums falling due from time to time and no suit or recovery of any claims, whereupon Purchaser and Seller portion due Landlord hereunder shall be relieved any defense to any subsequent action brought for any amount not previously reduced to judgment in favor of all obligations under this AgreementLandlord. Seller Landlord shall use reasonable efforts to mitigate its damages upon a default by Tenant. No waiver of any default by Tenant shall be implied from any omission by Landlord to take any action on account of said default if such default persists or shall be repeated, and Purchaser have agreed that Seller’s actual damages no express waiver shall affect any default other than the default specified in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, express waiver and then only for the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement time and to receive a return the extent therein stated. No failure of the deposit(s) paid under this Agreement Landlord to date, whereupon both parties shall be released from exercise any further obligations power given Landlord hereunder (except as may be specifically provided herein or to the contrary), insist upon strict compliance with any obligation hereunder and no custom or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each practice of the parties acknowledges and agrees that at variance with the remedies terms hereof shall constitute a waiver of liquidated damages or specific performance for Seller and Landlord's right to demand exact compliance with the remedies terms hereof. The provisions of specific performance or this section shall survive any termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesthis Lease.

Default and Remedies. A. If Purchaser fails to close (a) Notwithstanding any other provision of this transaction in the time established for reasons other than Seller’s default Sublease, Sublessee shall perform all of its obligations hereunder at such times, by such dates or delay, and Seller agrees to delay/extend the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, within such periods as Sublessor shall be required to pay interest perform its corresponding obligations under the ▇▇▇▇▇▇▇▇▇. In the event Sublessee shall default in the full performance of any of the terms, covenants and conditions on its part to be performed under this Sublease, then, subject to Section 9(b) hereof, Sublessor shall have the original Total Purchase Price same rights and remedies with respect to such default as are given to Overlandlord under the ▇▇▇▇▇▇▇▇▇, all with the same force and effect as though the provisions of the ▇▇▇▇▇▇▇▇▇ with respect to defaults, and the rights and remedies of the Overlandlord in the event thereof, were set forth at length herein. Sublessee further agrees that Sublessor shall have no liability of any nature whatsoever to Sublessee as a rate equal consequence of Overlandlord’s default under the ▇▇▇▇▇▇▇▇▇, including but not limited to, Overlandlord’s breach of a covenant of quiet enjoyment. (b) If Overlandlord shall give any notice of failure or default under the ▇▇▇▇▇▇▇▇▇ arising out of any failure by Sublessee to 18% per annum from perform any of its obligations hereunder (other than the payment of money) then Sublessor shall promptly furnish Sublessee with a copy thereof. If the ▇▇▇▇▇▇▇▇▇ shall provide any grace or cure period for such failure or default then the grace or cure period hereunder shall expire two (2) days prior to the date on which the Closing was originally scheduled to occur to and including grace or cure period under the date on which the Closing actually occurs▇▇▇▇▇▇▇▇▇ shall expire. Further, all prorations In no event shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/Section 9(b) extend the time, date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails period by or within which Sublessee is required to close within that timeperform. B. If Purchaser fails (c) Sublessor agrees to perform this Agreement within the time specified (including payment forward to Sublessee, promptly upon receipt thereof by Sublessor, a copy of all deposits) or otherwise becomes any such notice of default received by Sublessor in default its capacity as tenant under the terms and provisions hereof▇▇▇▇▇▇▇▇▇. Sublessee agrees to forward to Sublessor, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penaltypromptly upon receipt thereof, consideration for the execution of this Agreement and in full settlement copies of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in notices received by Sublessee with respect to the event of default by Purchaser would be extremely difficult Sublease Premises from Overlandlord or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereundergovernmental authorities. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. 8.1 If Purchaser a Party fails to close this transaction in the time established for reasons other than Seller’s default or delay, and Seller agrees to delay/extend the date of the Closing in accordance comply with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all its obligations under this Agreement. Seller ICA, including the Application Form and Purchaser have agreed the Subsidy Rules, this will be considered a breach. 8.2 In the event that Sellerthe Management Board identifies a breach by a Party, the Coordinator will give written notice to such Party, requiring that the breach be remedied within thirty (30) calendar days. 8.3 If such breach is substantial and is not remedied within the abovementioned period, or is not capable of remedy, the Management Board may decide to declare the Party to be a Default- ing Party and to decide on the consequences thereof, which consequences will not infringe the Subsidy Rules, which may include a decrease or full termination of the Defaulting Party’s actual damages participation in the event ICA. The Coordinator is entitled to withhold any payments due to the Defaulting Party. 8.4 Save otherwise agreed between the Management Board and the Defaulting Party, the fol- lowing shall apply in case the Management Board decides to decrease or fully terminate the Defaulting Party’s participation: i) any and all Access Rights granted to the Defaulting Party by the other Parties under this ICA shall cease immediately, while any and all Access Rights granted by the Defaulting Party to the other Parties under this ICA shall remain in full force and effect; ii) the part of default the work under the Project remaining to be performed by Purchaser would the Defaulting Party, and other rights and obligations under the ICA, may be extremely difficult assigned or impossible to determine. Thereforeredis- tributed, by signing decision of the Management Board, to one or more of the Parties; iii) the Defaulting Party shall, within the limits of article 9, subsection 2, of this AgreementICA: - assume all reasonable direct cost increase (if any) resulting form the assign- ment referred to in ii) above in comparison with the costs of the work to be performed by the Defaulting Party as specified in the Application Form; - be liable for any so resulting additional direct cost incurred by the other Parties; - sign a non-disclosure agreement with a duration of ten (10) years in order to protect the purpose of this ICA. 8.5 If a Party commits a breach and this leads to the diminution or reclamation of the financial contribution by the NAME, that Party will bear the financial consequences thereof. If any of the other Parties suffer damages as a consequence of the breach, the parties acknowledge that the deposit(s) paid and agreed to defaulting Party will be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaserliable for these damages. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. If Purchaser fails any rent is due and remains unpaid for ten (10) days after receipt of notice from Landlord, or if Tenant breaches any of the other covenants of this Lease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, Landlord shall (then but not until then, have the right (a) to close sue for rent, (b) to repenter witho▇▇ terminating this transaction in Lease, provided that Landlord shall use its best efforts to relet the time established Leased Premises for reasons other than Seller’s default or delayTenant's account and otherwise to mitigate its damages [it being expressly understood that Tenant shall remain liable on a monthly basis for the difference between what Tenant's obligations under this Lease are and what Landlord actually collects, and Seller agrees further provided that if Landlord elects to delay/extend the date of the Closing in accordance with re-enter without terminating this Section 7.A.Lease, Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations this Lease shall be made nonetheless expire as of the next optional termination date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time as set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contraryArticle 3(d), or (2c) Purchaser can elect to seek specific performance terminate this Lease and re-enter the Leased Premises; but if Tenant shall pay said rent within said ten (10) days, or in good faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then tenant shall not be considered in default. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty days after receipt of Seller’s obligations hereunder. D. Each notice from Tenant, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or Sails from fixed and percentage rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by The First National Bank of Chicago, plus two per cent until fully reimbursed. If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant, Tenant shall then have the right, at tenant's option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the parties acknowledges cost and agrees that expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the remedies right and is hereby irrevocably authorized and directed to deduct such amount from fixed and percentage rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to tine by The First National Bank of liquidated damages or specific performance for Seller Chicago, plus two per cent until fully reimbursed. If Landlord shall in good faith within said thirty (30) days commence to correct such breach, and diligently proceed therewith to completion, then Landlord shall not be considered in default. No delay on the remedies part of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each either party in enforcing any of the parties provisions of this Lease shall be considered as a waiver thereof. Any consent or approval granted by either party under this Lease must be in writing and that such remedies take into account shall not be deemed to waive or render unnecessary the peculiar expenses and risks obtaining of each of the partiesconsent or approval with respect to any subsequent act or omission for which consent is required or sought.

Default and Remedies. A. If Purchaser fails In the event of any failure of Tenant to close pay any Rent or any other sum required to be paid under this transaction Lease or in the time established for reasons event of any failure to perform any of the other than Seller’s default terms or delaycovenants of this Lease to be observed or performed by Tenants (including the terms of the Rules and Regulations described in Section 34 below and made a part of this Lease), Landlord may treat such event as a breach of this Lease and Seller Landlord shall have any one or more of the following described remedies: (i) Landlord may terminate this Lease and the Term created hereby, in which event Landlord may forthwith repossess the leased premises in accordance with law and Tenant agrees to delay/extend pay to Landlord damages in an amount equal to the amount of Rent provided in this Lease until the date of termination plus any other sum of money and damages owed by Tenant or provided by law; or (ii) Landlord may elect not to terminate this Lease but only ▇▇▇▇▇▇'s right of possession. Landlord may repossess the Closing apartment in accordance with this Section 7.A.law, Purchaser shall, if Seller is willing to close, be required but such repossession will not reduce ▇▇▇▇▇▇'s obligation to pay interest Rent hereunder for the full Term. In such event, Landlord may re-let the Unit as ▇▇▇▇▇▇'s agent and may make repairs, alterations and additions in or to the Unit and redecorate. Tenant shall on demand pay to Landlord damages and all Landlord's expenses of re-letting. In the original Total Purchase Price at a rate equal event the amount collected by Landlord from any reletting is not sufficient to 18% per annum from pay the date on which amount provided in the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed Lease to be paid by Purchaser Tenant, Tenant shall be retained by pay to Landlord, as damages, the amount of each monthly deficiency; and (iii) All other remedies provided at law or for in equity. Tenant shall pay Landlord all Landlord's costs, expenses and attorney's fees pertaining to the account enforcement of Seller as liquidated damages the covenants and not as a penalty, consideration for the execution agreements of this Agreement Lease, whether or not suit is filed, all attorney's fees should be considered additional Rent and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, treated as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchasersuch. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of default, and if Seller has not cured within such period, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder (except as may be specifically provided herein to the contrary), or (2) Purchaser can elect to seek specific performance of Seller’s obligations hereunder. D. Each of the parties acknowledges and agrees that the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutual, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the parties.

Default and Remedies. A. (1) If Purchaser fails Tenant defaults in fulfilling any of the covenants of this Lease requiring the payment of fixed minimum rent or additional rent and said default continues for ten (10) days after Landlord serves a written notice upon Tenant specifying such default, this Lease and the Demised Term after written notice thereof by Landlord to close Tenant shall end and expire and Tenant shall then quit and surrender the Demised Premises to Landlord, but Tenant shall remain liable as hereinafter provided. (2) If (i) Tenant defaults in complying with any of the other terms, conditions or provisions of this transaction Lease, or (ii) if, except as provided in this Lease, or if prevented by strikes or other labor troubles, or generally applicable laws or public regulations, Tenant ceases to conduct its business in the time established for reasons other than Seller’s default Demised Premises or delay, and Seller agrees to delay/extend abandons the date of the Closing in accordance with this Section 7.A., Purchaser shall, if Seller is willing to close, be required to pay interest on the original Total Purchase Price at a rate equal to 18% per annum from the date on which the Closing was originally scheduled to occur to and including the date on which the Closing actually occurs. Further, all prorations shall be made as of the date the Closing was originally scheduled. Nothing in this Agreement, however, shall require Seller to delay/extend the date of the Closing beyond the time set forth in this Agreement or prevent Seller from treating Purchaser as being in default if Purchaser fails to close within that time. B. If Purchaser fails to perform this Agreement within the time specified (including payment of all deposits) or otherwise becomes in default under the terms and provisions hereof, the deposit(s) paid and agreed to be paid by Purchaser shall be retained by or for the account of Seller as liquidated damages and not as a penalty, consideration for the execution of this Agreement and in full settlement of any claims, whereupon Purchaser and Seller shall be relieved of all obligations under this Agreement. Seller and Purchaser have agreed that Seller’s actual damages in the event of default by Purchaser would be extremely difficult or impossible to determine. Therefore, by signing this Agreement, the parties acknowledge that the deposit(s) paid and agreed to be paid by Purchaser, with all accrued interest thereon, is (are) agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s liquidated damages in the event of a breach of this Agreement by Purchaser. C. If Seller defaults in the performance of this Agreement, Purchaser will give Seller 20 days’ notice of defaultDemised Premises, and if Seller has not cured within said default continues for thirty (30) days after Landlord serves a written notice upon Tenant specifying such perioddefault and Tenant shall have failed to comply with or remedy such default, then as Purchaser’s sole remedies, Purchaser may elect either (1) to cancel and terminate this Agreement and to receive a return or if the said default or omission complained of the deposit(s) paid under this Agreement to date, whereupon both parties shall be released from any further obligations hereunder of such a nature that the same cannot be completely cured or remedied within said thirty (except 30) day period and Tenant shall not have diligently commenced curing such default within said period and thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, Landlord may serve a notice of cancellation of this Lease upon Tenant and upon the expiration of fifteen (15) days thereafter this Lease and the Demised Term shall end and expire and Tenant shall then quit and surrender the Demised Premises to Landlord, but Tenant shall remain liable as may be specifically provided herein hereinafter provided. (3) If this Lease and the Demised Term shall end and expire pursuant to the contrarySection 15.1. (a) or Section 15.1. (b), or (2) Purchaser can elect if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the Demised Premises shall be taken or occupied by someone other than Tenant, or a permitted assignee, Landlord may, without notice, re-enter the Demised Premises pursuant to seek specific performance all lawful procedures and dispossess Tenant and the legal representative of Seller’s obligations hereunder. D. Each Tenant or other occupant of the parties acknowledges Demised Premises by summary proceedings or otherwise, and agrees that remove their effects and hold the remedies of liquidated damages or specific performance for Seller and the remedies of specific performance or termination for Purchaser are proper and mutually negotiated remedies for the respective parties and provide mutualpremises as if this Lease had not been made, satisfactory and adequate compensation and consideration to each of the parties and that such remedies take into account the peculiar expenses and risks of each of the partiesbut Tenant shall remain liable hereunder as hereinafter provided.