Common use of Default Remedies Clause in Contracts

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. Each of the following constitutes an event of “Default” by Seller: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, failure to complete Services or deliver Goods within the Lender, by notice to time or with the Company, may declare the Loan Amount of quality specified or guaranteed in this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. Agreement; (b) No course failure to comply with any provisions of dealing this Agreement including breach of any warranty or delay guarantee; or failure (c) adjudication of Seller as bankrupt, Seller making a general assignment for benefit of creditors, or appointment of a receiver on the part account of the Lender Seller’s insolvency. Upon Seller’s Default, Buyer may immediately, in addition to exercise any right under this Section shall operate as a waiver of such other right or otherwise prejudice remedy it may have at law or in equity: (i) terminate the Lenderrelationship and/or any pending Orders with Seller and obtain a return of all money already paid to Seller for Goods and Services not yet provided, or, at its sole option and without liability to Seller, suspend Services or delivery of Goods and/or exclude Seller from Buyer’s rightspremises until Seller provides satisfactory evidence that such Default has been cured; (ii) take possession of any of Buyer’s samples and materials held by Seller; (iii) finish Services or correct any non-conformity at Seller’s expense by whatever method Buyer deems expedient; (iv) reject, powers and remediesrepair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which case Seller will be liable to Buyer for any additional costs or expenses incurred by Buyer; or (v) require Seller to correct or cure any non-conformity at Seller’s expense. The Company Seller agrees to cooperate with Buyer in any way reasonably required to complete Services or purchase replacement Goods. In such case, Buyer will pay or reimburse the Lenderfor that portion of Services previously completed by Seller, subject to the extent permitted terms and provisions above. In addition to its other remedies, ▇▇▇▇▇ will have a right of set-off and may withhold from time to time out of monies due Seller, amounts sufficient to fully compensate Buyer for any loss or damage resulting from any Default or breach by lawSeller. As an alternative, for Buyer may, in its sole discretion, extend the delivery or completion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by ▇▇▇▇▇’s authorized representative. Buyer will have the right at any time to require adequate assurances of Seller’s performance. In any action or proceeding between the parties, the prevailing party will be entitled to recover all reasonable costs and expenses, including but not limited to its reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseexpenses, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisecosts of litigation.

Default Remedies. Any one of the following occurrences shall constitute an ----------------- "EVENT OF DEFAULT" under this Note: (ai) If failure by the Maker to make any payment of principal or interest when the same becomes due and payable, said failure continuing for thirty (30) days or more; or (ii) if Maker shall fail to pay its debts, make an assignment for the benefit of its creditors, or shall commit an act of bankruptcy, or shall admit in writing its inability to pay its debts as they become due, or shall seek a composition, readjustment, arrangement, liquidation, dissolution or insolvency proceeding under any present or future statute or law, or shall file a petition under any chapter of federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, or shall become "insolvent" as that term is generally defined under the Federal Bankruptcy Code, or shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have a custodian, trustee or receiver appointed for, or have any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and such custodian, trustee, liquidator or receiver shall not be discharged, or such jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days of the appointment. Upon occurrence of an Event of Default (other than an insolvency Event of Default) has occurred and is continuinghereunder, the Lenderentire outstanding principal balance and any unpaid interest then accrued under this Note, by shall at the option of the Payee hereof and without demand or notice of any kind to the Companyundersigned or any other person (including, may declare the Loan Amount of this Note but not limited to, any guarantor now or hereafter existing), immediately become and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredIn such event, the Loan Amount of this Note Payee shall have and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs rights and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note remedies available at law or in otherwise enforcing any of the Lender's rights hereunderequity. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) If below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an Event assignment for the benefit of Default creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (other than an insolvency Event of Defaulte) has occurred and the Company is continuingin default on indebtedness to another person, the Lender, by notice to amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, may the Lender shall be entitled to declare any of the Loan Amount of this amounts owed by the Company under the Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon whereupon they immediately will become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodwithout presentment, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased todemand, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) notice or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part protest of any Lender. Such declaration kind (all of acceleration may be rescinded and past defaults may be which are expressly waived by the LenderCompany). (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event Developer defaults in the performance of Default any material covenant, warranty, representation or obligation set forth in this Agreement, City shall provide Developer with a written statement setting forth the default of Developer. Except as required to protect against further damages, City may not exercise any remedies against Developer in connection with such failure until thirty (other than an insolvency Event of Default30) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to days after giving such notice. If such default cannot be immediately due and payable, and upon any cured within such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five thirty (530) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, said thirty (30) day period shall be extended for such time as is reasonably necessary for the interest rate on curing of the unpaid and outstanding Loan Amount same, as long as Developer is diligently proceeding to cure such default. A default not cured as provided above shall constitute a breach of this Note Agreement. Any failure or delay by City in asserting any of its rights or remedies as to any default or alleged default or breach shall be increased to, and this Note shall bear interest at, not operate as a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part waiver of any Lender. Such declaration such default or breach or of acceleration any rights or remedies it may be rescinded and past defaults may be waived by the Lenderhave as a result of such default or breach. (b) No course If Developer fails to cure any default after the expiration of dealing the cure period described in subparagraph (a), City may elect to terminate this Agreement or exercise any other right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against Developer, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare Developer insolvent or unable to pay its debts, or Developer makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for Developer for the major part of its property, City may elect, to the extent such election is permitted by law, but is not required, with or without notice of such election, to terminate this Agreement. In the case of an involuntary petition, action or proceeding for the adjudication as a bankrupt or for the appointment of a trustee or receiver as set forth above, Developer shall have sixty (60) days after the service of such petition or pleading or the commencement of such action or proceeding within which to obtain a dismissal of such petition, pleading, action or proceeding. (c) If City defaults in the performance of any material covenant, warranty, representation or obligation set forth in this Agreement, Developer shall provide City with a written statement setting forth the default. Developer may not exercise any remedies against City in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) day period shall be extended for such time as is reasonably necessary for the curing of the same, as long as City is diligently proceeding to cure such default. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by Developer in asserting any of its rights or failure on the part of the Lender remedies as to exercise any right under this Section default or any alleged default or breach shall not operate as a waiver of any such right default or otherwise prejudice breach or of any rights or remedies it may have as a result of such default or breach. Notwithstanding the Lender’s rightsforegoing, powers and remediesthe sole remedy of Developer in the event of a breach of this Agreement shall be to institute legal action for specific performance or injunctive relief against City. The Company will pay Under no circumstances shall City have any liability for monetary damages, whether compensatory or reimburse the Lenderpunitive, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on under this Note or in otherwise enforcing any of the Lender's rights hereunderAgreement. (cd) No right Upon any dispute between the parties under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees, costs and expenses incurred in contesting such dispute. (e) It is hereby agreed by Developer that no recourse for any claim under or remedy herein conferred upon any obligation contained in the Lender is intended Agreement shall be had against City, its officers, agents, attorneys, representatives, or employees, in any amount in excess of any specific sum agreed to be exclusive paid by City pursuant to this Agreement; and no liability, right, or claim at law or in equity shall be attached to or incurred by City, its officers, agents, attorneys, representatives or employees in any amount in excess of any other right or remedy contained herein or existing at law, in equity, specific sums agreed by statute or otherwiseCity to be paid hereunder, and every any such right or remedy shall be cumulative claim is hereby expressly waived and shall be released as a condition of and in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, consideration for the execution of this Agreement by statute or otherwiseCity.

Default Remedies. (a) If an Event any debit of Default (other than an insolvency Event your Settlement Account initiated by us is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount any obligation or provision of this Note Lease Agreement or any agreement with our affiliates or joint ventures, any such event shall be a default hereunder. Without limiting the foregoing, any default by you under a processing agreement with us or with an affiliate or joint venture to which we are a party will be treated as a default under this Lease Agreement. Such a default would include a default resulting from early termination of the MA. b) Upon the occurrence of any default, we may at our option, effective immediately without notice, either (i) terminate this lease and our future obligations under this Lease Agreement, repossess the Equipment and proceed in any lawful manner against you for collection of all charges that have accrued interest thereon to be immediately and are due and payable, or (ii) accelerate and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become declare immediately due and payable without all monthly lease charges for the remainder of the applicable lease period together with the fair market value of the Equipment (as determined by us), not as a penalty but as liquidated damages. Upon any declaration such termination for default, we may proceed in any lawful manner to obtain satisfaction of the amounts owed to us and, if applicable, our recovery of the Equipment, including entering onto your premises to recover the Equipment. In any case, you shall also be responsible for our costs of collection, court costs, as well as applicable shipping, repair and refurbishing costs of recovered Equipment. You agree that we shall be entitled to recover any amounts due to us under this Lease Agreement by charging your Settlement Account or any act on other funds of yours that come into our possession or control, or within the part possession or control of our affiliates or joint ventures, or by setting off amounts that you owe to us against any Lenderamounts we may owe to you, in any case without notifying you prior to doing so. Such declaration of acceleration may be rescinded Without limiting the foregoing, you agree that we are entitled to recover amounts owed to us under this Lease Agreement by obtaining directly from an affiliate or joint venture to which we are a party and past defaults may be waived by with which you have entered into an MA any funds held or available as security for payment under the Lender. (b) No course of dealing or delay or failure on the part terms of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesMA, including but not limited to reasonable attorneys’ fees, incurred by funds available under the Lender in collecting any sums due on this Note or in otherwise enforcing any “Reserve Account; Security Interest” section of the Lender's rights hereunderMA, if applicable. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event any of Default (other than an insolvency Event the Liabilities are not paid at maturity, whether by acceleration or otherwise, or if a default by anyone occurs under the terms of Default) has occurred any agreement related to any of the Liabilities, then the Agent shall have the rights and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted remedies provided by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of or this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesagreement, including but not limited to reasonable attorneys’ feesthe right to require the Debtor to assemble the Collateral and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to both parties, the right to take possession of the Collateral with or without demand and with or without process of law, and the right to sell and dispose of it and distribute the proceeds according to law. Should a default occur, the Debtor will pay to the Agent all costs reasonably incurred by the Lender in collecting Agent for the purpose of enforcing its rights hereunder, to the extent not prohibited by law, including, without limitation: costs of foreclosure; costs of obtaining money damages; and a reasonable fee for the services of internal and outside attorneys employed or engaged by the Agent or its affiliates for any sums due on purpose related to this Note agreement, including, without limitation, consultation, drafting documents, sending notices or in otherwise enforcing instituting, prosecuting or defending litigation or any proceeding. The Debtor agrees that upon default the Agent may dispose of any of the Lender's rights hereunder. (c) No Collateral in its then present condition, that the Agent has no duty to repair or clean the Collateral prior to sale, and that the disposal of the Collateral in its present condition or without repair or clean-up shall not affect the commercial reasonableness of such sale or disposition. The Agent’s compliance with any applicable state or federal law requirements in connection with the disposition of the Collateral will not adversely affect the commercial reasonableness of any sale of the Collateral. The Agent may disclaim warranties of title, possession, quiet enjoyment, and the like, and the Debtor agrees that any such action shall not affect the commercial reasonableness of the sale. In connection with the right or remedy herein conferred upon of the Lender is intended Agent to be exclusive take possession of the Collateral, the Agent may take possession of any other right items of property in or remedy contained herein on the Collateral at the time of taking possession, and hold them for the Debtor without liability on the part of the Agent. The Debtor expressly agrees that the Agent may enter upon the premises where the Collateral is believed to be located without any obligation of payment to the Debtor, and that the Agent may, without cost, use any and all of the Debtor’s “equipment” (as defined in the UCC) in the manufacturing or existing processing of any “inventory” (as defined in the UCC) or in growing, raising, cultivating, caring for, harvesting, loading and transporting of any of the Collateral that constitutes “farm products” (as defined in the UCC). If there is any statutory requirement for notice, that requirement shall be met if the Agent sends notice to the Debtor at lawleast ten (10) days prior to the date of sale, disposition or other event giving rise to the required notice, and such notice shall be deemed commercially reasonable. The Debtor is liable for any deficiency remaining after disposition of the Collateral. Notwithstanding anything to the contrary set forth in equitythis agreement, by the Agent’s rights to recover attorneys’ fees and other legal expenses hereunder is subject to California Civil Code Section 1717, including any revision or replacement of such statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or rule hereafter existing at law, in equity, by statute or otherwiseenacted.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingThe Tenant shall, without any previous demand therefor, pay to the Landlord, or its agent, the Lender, by notice to said rent at the Company, may declare times and in the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestmanner above provided. In the event of the Company fails to pay all outstanding Amounts within this five (5) business day periodnon-payment of said rent, or any installment thereof, at the times and in the manner above provided, and if the same shall remain in default for ten days after notice that same is past due or if the Tenant shall be dispossessed for non-payment of rent, or if the leased premises shall be deserted, the interest rate on Landlord or its agents shall have the unpaid right to and outstanding Loan Amount may enter the said premises as the agent of the Tenant, either by force or otherwise, without being liable for any prosecution or damages therefor, and may relet the premises as the agent of the Tenant, and receive the rent therefor, upon such terms as shall be satisfactory to the Landlord, and all rights of the Tenant to repossess the premises under this lease shall be forfeited. Such re-entry by the Landlord shall not operate to release the Tenant from any rent to be paid or covenants to be performed hereunder during the full term of this Note lease. For the purpose of reletting, the Landlord shall be increased to, and this Note shall bear interest at, a monthly rate equal authorized to one and a half percent (1.5%) make such repairs or alterations in or to the maximum rate permitted by law (leased premises as may be necessary to place the "Default Rate") same in good order and condition. The Tenant shall be liable to the Landlord for the cost of such repairs or alterations, and all expenses of such reletting. If the sum realized or to be realized from the expiration reletting is insufficient to satisfy the monthly or term rent provided in this lease, the Landlord, at its option, may require the Tenant to pay such deficiency month by month. The Tenant shall not be entitled to any surplus accruing as a result of the five (5) business day period until such unpaid reletting. The Landlord waives any lien, including without limitation, any statutory lien or right to distrain that may exist, on all personal property of the Tenant in or upon the demised premises, to secure payment of the rent and outstanding Loan Amount performance of the covenants and conditions of this Note is repaid in fulllease. If an insolvency Event The Landlord shall not have the right, as agent of Default has occurredthe Tenant, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part to take possession of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing furniture, fixtures or delay or failure on the part other personal property of the Lender Tenant found in or about the premises, or to exercise sell the same at public or private sale or otherwise to apply the proceeds thereof to the payment of any right monies becoming due under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedieslease. The Company will pay or reimburse the LenderTenant agrees to pay, to the extent permitted by lawas additional rent, for all reasonable costs attorney’s fees and expenses, including but not limited to reasonable attorneys’ fees, other expenses incurred by the Lender Landlord in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderobligations under this lease. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

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

Default Remedies. (a) If an Upon the occurrence and during the continuance of any Event of Default (other than an insolvency Event of Default) has occurred and is continuingspecified in Section 7.l(a)-(m), the Lender, by notice to the Company, Lender at its option may declare the Loan Amount of this Note (principal, interest and all other amounts) and any other amounts owed to Lender, including without limitation any accrued interest thereon to be immediately due and payablebut unpaid Commitment Fee, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without notice or demand of any declaration or kind. Upon the occurrence of any act Event of Default specified in Section 7.l(n)-(o), the Note (principal, interest and other amounts) and any other amounts owed to Lender, including without limitation any accrued but unpaid Commitment Fee, shall be immediately and automatically due and payable without action of any kind on the part of any Lender. Such declaration Upon the occurrence and during the continuance of acceleration any Event of Default, any obligation of Lender to make any Loan shall immediately and automatically terminate without action of any kind on the part of Lender, and Lender may be rescinded exercise any rights and past defaults may be waived by remedies under this Agreement, the LenderPledge Agreement, the Note, any related document or instrument, and at law or in equity. (b) Lender may, by written notice to Borrower, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Lender and Borrower shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No course of dealing or failure to exercise, and no delay or failure in exercising, on the part of Lender of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the Lender to exercise of any right under this Section shall operate as a waiver of such right other right, power or otherwise prejudice the Lender’s rights, powers and remediesprivilege. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs rights and expenses, including but remedies of Lender herein provided are cumulative and not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right rights or remedy contained herein or existing at remedies provided by law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event A. Either Party may terminate this Agreement upon the other Party’s failure to comply with any term or condition of Default (other than an insolvency Event this Agreement, as long as the terminating Party is not in default of Default) has occurred and is continuingany term or condition of this Agreement at the time of termination. To effect termination, the Lenderterminating Party shall provide the defaulting Party with a written “Notice of Termination” stating its intent to terminate and describing all terms and conditions with which the defaulting Party has failed to comply. If the defaulting Party has not remedied its default within thirty (30) days after receiving the Notice of Termination, by notice this Agreement shall automatically terminate. However, if the Authority is terminating the Agreement without cause, the Authority’s Notice of Termination does not need to describe any terms and conditions with which the Company, may declare the Loan Amount of this Note and all accrued interest thereon Contractor has failed to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestcomply. In addition, the event initiation, either by Contractor or against Contractor, of proceedings in bankruptcy, or other proceedings for relief under any law for the Company fails relief of debtors, or Contractor becoming insolvent, admitting in writing its inability to pay all outstanding Amounts within its debts as the debts mature or making an assignment for the benefit of creditors shall constitute a default by Contractor entitling the Authority to terminate this five (5) business day periodAgreement as set forth above. The Parties agree that this Agreement is an executory contract. If, after termination by the Authority, it is determined that the Contractor was not in default, or that the default was excusable, the interest rate on rights and obligations of the unpaid and outstanding Loan Amount of this Note Parties shall be increased to, the same as if the termination had been issued for the convenience of the Authority. The rights and remedies in this Note shall bear interest at, a monthly rate equal provision are in addition to one any other rights and a half percent (1.5%) or to the maximum rate permitted remedies provided by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of or this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be Agreement. B. Unless specifically waived by the LenderAuthority, the Contractor’s failure to timely comply with any obligation in this Agreement or Work Order shall be deemed a breach of this Agreement and the expenses and costs incurred by the Authority, including attorney fees and costs, and attorney fees and costs on appeal, due to said breach shall be borne by the Contractor. Additionally, the Authority shall not be limited in recovery by the terms of this Agreement but may avail itself of any and all rights or remedies it may be entitled to under Florida law for any breach of this Agreement. (b) No course C. A waiver, at any time, by the Authority of dealing Contractor’s breach of, or delay or failure on the part default in, any of the Lender terms, provisions and obligations of this Agreement will not be construed to exercise any right under this Section shall operate as be a waiver of such right any other terms, provisions and obligations hereof or otherwise prejudice the Lender’s rights, powers and remediesa waiver of any breach or default other than specifically waived. The Company Authority’s failure at any time to compel a fulfillment of any one or more of the terms, provisions or obligations under this Agreement will pay or reimburse the Lender, not be construed to the extent permitted by law, for all reasonable costs and expenses, including but not limited be a waiver of Authority’s right thereafter to reasonable attorneys’ fees, incurred enforce any such right. No waiver by the Lender Authority will be deemed to have been made unless expressed in collecting any sums due on this Note or in otherwise enforcing any of writing and signed by the Lender's rights hereunderAuthority. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. In the event LESSEE (ai) If fails to make any Monthly Lease Payment when due; breaches any covenant, representation or warranty contained in this Lease; (iii) makes an Event assignment for the benefit of Default creditors or a petition for relief under any bankruptcy or insolvency law is filed by or against LESSEE; (iv) is in default under any other than an insolvency Event lease, note or obligation; (v) misrepresents or falsely warrants the financial information given in connection with this Lease; (vi) makes a Build Sale or change int he majority ownership interest of DefaultLESSEE; (vii) has occurred ceases to operate as a going concern, then LESSOR shall have the right, to exercise any one or more of the following cumulative remedies: /bullet/ without notice,the entire amount of the Monthly Lease Payments remaining and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all other amounts which have accrued interest thereon hereunder to be paid over the balance of the Lease term, together with all other obligations as herein set forth, shall become immediately due and payable; /bullet/ proceed to appropriate court action or actions at law or in equity or in bankruptcy to enforce performance by LESSEE of the covenants and terms of this Lease and/or to recover damages for the breach thereof; /bullet/ terminate this Lease. /bullet/ whether or not this Lease be so terminated, and without notice to LESSEE, repossess the Equipment wherever found, with or without legal process, and for this purpose LESSOR and/or its agents may enter upon any premises under the control or jurisdiction of LESSEE or any agent of LESSEE without liability for suit, action or proceeding by LESSEE (any damages occasioned by such declarationrepossession being hereby expressly waived by LESSEE) and remove the Equipment therefrom; or /bullet/ at LESSOR'S sole option, LESSOR may perform for LESSEE and LESSEE will be responsible for cost of performance plus interest thereon. Notwithstanding the fact that any or all of the Equipment is returned to or repossessed by LESSOR, LESSEE shall remain liable for the entire amount of unpaid Monthly Lease Payment(s), plus all other unpaid sums or charges that accrue prior to the date of LESSEE'S default, together with all costs and expenses incurred by LESSOR as set forth herein, including its reasonable attorneys' fees, with accelerated payments being discounted to present value as of the date of default at an annual discount rate of six percent (6%). If LESSEE fails to redeliver any Equipment to LESSOR or LESSOR is unable for any reason to effect repossession of any Equipment, or LESSOR in its sole discretion does not repossess any of the Equipment, then, with respect to such Loan Amount Equipment, LESSEE shall be liable for, in addition the entire amount of unpaid Monthly Lease Payments, LESSOR'S estimated residual value, with both the accelerated payments and accrued interest residual value being discounted to present value as of the date of default at an annual factor of six percent (6%), plus all other unpaid sums of charges together with all costs and expenses incurred by, LESSOR including its reasonable attorneys' fees. LESSOR, at its option,may apply the Initial Payments against the LESSEE'S obligations under this Lease. Any repossession, resale or re-Lease of any Equipment by LESSOR shall thereupon become due not be a bar to the institution of litigation by LESSOR against LESSEE for damages for breach of this Lease, as hereinbefore provided, and payable immediately within five (5) business days from the Lender’s written requestcommencement of any obligation or the entry of judgment against LESSEE shall not be a bar of LESSOR'S rights to repossess any or all of the Equipment. To the extent permitted by applicable law, LESSEE hereby waives any rights now or hereafter conferred by stature of otherwise which may require LESSOR to sell, lease or otherwise use any Equipment in mitigation of LESSEE'S damages, as set forth in this Paragraph or which may otherwise limit or modify any of LESSOR'S rights or remedies under this Paragraph. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount that any court of competent jurisdiction determines that any provision of this Note Lease is invalid or unenforceable in whole or in part, such determination shall be increased to, and not prohibit LESSOR from establishing its damages sustained as a result of any breach of this Note shall bear interest at, a monthly rate equal Lease in any action or proceeding in which LESSOR seeks to one and a half percent (1.5%) recover such damages or to the maximum rate permitted by law (the "Default Rate") from the expiration return of the five (5) business day period until such unpaid Equipment. All remedies of LESSOR hereunder are cumulative and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lendermay, to the extent permitted by law, for all reasonable costs be exercised concurrently or separately, and expensesthe exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of LESSOR to exercise, including but not limited to reasonable attorneys’ fees, incurred by the Lender and no delay in collecting exercising any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon hereunder preclude. Damages occasioned by LESSOR'S taking possession of Equipment are hereby waived by LESSEE. All legal and equitable, actions between LESSEE and LESSOR can be brought in a court of competent jurisdiction at the Lender is intended to be exclusive said election and determination of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseLESSOR, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseLESSEE consents thereto.

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

Default Remedies. The occurrence of any Event of Default (aas defined in the Note Purchase Agreement) If or Grantor's failure to comply with any term or condition of the Loan Documents, including without limitation, this Deed of Trust and payments due under the Note Purchase Agreement or other obligations secured by this Deed of Trust, shall constitute an Event of Default. Upon the occurrence of an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, Beneficiary may declare all amounts owed under the Loan Amount of this Note Secured Obligations, and all accrued and unpaid interest thereon to be and other sums in respect thereof, immediately due and payablepayable after applicable notice as set forth herein and/or exercise its rights and remedies under the Loan Documents and applicable law including foreclosure of this Deed of Trust judicially or non judicially by the Trustee pursuant to the power of sale. In the event of any such Event of Default and upon written request of Beneficiary, Trustee shall sell the Property in accordance with the Deed of Trust Act of the state of Washington (RCW Chapter 61.24 as existing now or hereafter amended) and the Uniform Commercial Code of the state of Washington, where applicable, at public auction to the highest bidder. Any person except Trustee may bid at Trustee's sale. Trustee shall apply the proceeds of the sale as follows: (i) to the expenses of sale, including a reasonable Trustee's fee and attorneys' fee; (ii) to all the Secured Obligations (principal and interest) and all other indebtedness secured by this Deed of Trust or any other instrument, in such order and amounts as Beneficiary may elect; (iii) the surplus, if any, shall be distributed in accordance with said Deed of Trust Act. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the property which Grantor had or had the power to convey at the time of its execution of this Deed of Trust and such as it may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of the law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrances for value. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the state of Washington is not an exclusive remedy, and upon when not exercised Beneficiary may foreclose this Deed of Trust as a mortgage. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Grantor, Trustee or Beneficiary shall be a party, unless such declarationaction or proceeding is brought by Trustee. Beneficiary may proceed as to the Collateral which constitutes personal property in accordance with Beneficiary's rights and remedies in respect to the Property or sell the Personal Property Collateral separately and without regard to the remainder of the Property in accordance with Beneficiary's rights and remedies provided by the Washington Uniform Commercial Code as well as other rights and remedies available at law or in equity. Beneficiary's exercise of any of its rights and remedies shall not constitute a waiver or cure of a default. Beneficiary's failure to enforce any default shall not constitute a waiver of the default or any subsequent default. In the event of foreclosure, such Loan Amount and accrued interest the cost of the title premium for the trustee sale guarantee (or equivalent policy) shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestbe paid for by Grantor. In the event the Company fails Loan Documents are referred to an attorney for enforcement or preservation of Beneficiary's rights or remedies, whether or not suit is filed or any proceedings are commenced, Grantor shall pay all outstanding Amounts within this five Beneficiary's costs and expenses including Trustee's and attorneys' fees (5) business day periodincluding attorneys' fees for any appeal, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration bankruptcy proceeding or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsother proceeding), powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ accountants' fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any appraisal and inspection fees and cost of the Lender's rights hereundera title report. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 13.1 Prior to title passing and the completion of Closing, in the event of Seller's default hereunder, Buyer's sole remedies shall be that of (ai) If an Event specific performance without abatement of Default the Purchase Price or (other than an insolvency Event ii) termination of Default) has occurred this Agreement and is continuingreturn of the Deposit. In no event shall Buyer be entitled to damages of any kind or nature; 13.2 Prior to title passing and completion of Closing, with respect to any representations or warranties of Seller contained in this Agreement, Buyer's obligations hereunder are contingent upon such representations and/or warranties contained in this Agreement being true and correct as of the Lenderdate hereof and where the context indicates, as of the date of Closing, but recision of this Agreement and return of the Deposit, shall be Buyer's exclusive remedy for any breach of any representation and/or warranty by notice Seller. 13.3 Notwithstanding the foregoing, in the event of a willful or intentional breach of a covenant, obligation or warranty by Seller under this Agreement or if Seller makes a willful or intentional material misrepresentation in this Agreement, Buyer shall be entitled to terminate this Agreement and to the Companyreturn of the Deposit and Buyer's reasonably documented Transaction Costs sustained by Buyer in connection with this Agreement; and the foregoing shall be Buyer's sole remedies under this subparagraph. 13.4 Subsequent to title passing and completion of Closing, may declare Buyer shall have recourse against Seller for its reasonably documented actual damages, sustained solely for Seller's breach of representations and warranties which survive Closing, which breach is discovered by Buyer after Closing; the Loan Amount right to pursue said recourse shall expire and terminate, as to any right on which action has not then been initiated, at the expiration of the survival periods set forth herein. 13.5 Buyer recognizes that the Property will be removed by Seller from the market during the existence of this Note Agreement and that if this purchase and sale is not consummated because of Buyer's default Seller shall be entitled to compensation for such detriment. Seller and Buyer acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Seller and Buyer agree that if the purchase and sale contemplated in this Agreement is not consummated because of Buyer's default under this Agreement, Seller shall be entitled to retain the Deposit (whether or not same has theretofore been paid) as its sole and liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all accrued interest thereon rights which it may have to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestdamages or specific performance as a result of Buyer's default under this Agreement. 13.6 Buyer's Out-of-Pocket Costs. In the event of Seller's breach or default in accordance with Section 13.3 then, in any such event, upon termination by Buyer hereunder, in addition to receiving the Company fails immediate return of the Deposit, anything in the Agreement contained to pay all outstanding Amounts within the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and expenses associated with this five Agreement and Buyer's anticipated acquisition of the Property including, without limitation, Buyer's reasonable counsel fees and costs, title expenses, survey costs, financial and accounting due diligence, Buyer's structural inspection of the Property and Buyer's environmental assessment of the Property, and other costs and expenses associated with Buyer's due diligence, (5) business day periodcollectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the interest rate on costs and expenses that the unpaid and outstanding Loan Amount parties anticipate that Buyer will incur in anticipation of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the transaction. Seller's maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right reimbursement liability under this Section 13 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderexceed $15,000. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

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

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

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (ab), (c), (d), (e) If or (f) of Section 4.1, an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by Lender to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of twenty-two percent (1.522%) per annum or to the maximum rate permitted by under applicable law (the "“Default Rate") from the Interest”). In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of the five (5) business day any grace period until such unpaid enforce any and outstanding Loan Amount all of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note its rights and accrued Interest thereon will become immediately due remedies hereunder and payable without any declaration or any act on the part of any Lenderall other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to exercise this Section 4.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderconsequent thereon. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 8.1 Failure by any party to perform any material term or provision of this Agreement required to be performed by such party shall constitute an event of default (a) an “Event of Default”). For purposes of this Agreement, a party claiming another party is in default shall be referred to as the “Complaining Party”, and the party alleged to be in default shall be referred to as the “Party in Default.” 8.2 In the event that a Complaining Party desires to assert that an Event of Default has occurred hereunder, the Complaining Party shall give written notice of default to the Party in Default, specifying in reasonable detail the default complained of by the Complaining Party. Delay in giving such notice shall not constitute a waiver of any default. In the event of any Event of Default (whether or not material), the Party in Default shall use reasonable efforts to cure, correct or remedy the Event of Default claimed. Any failures or delays by a Complaining Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by a Complaining Party in asserting any of its rights and remedies shall not deprive the Complaining Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. If an Event of Default (other than occurs, prior to the Complaining Party exercising any remedies pursuant to the further provisions of this Section 8.2, the Complaining Party shall give the Party in Default written notice of such default and an insolvency opportunity to cure the default within the applicable time period set forth herein. 8.3 If the default is reasonably capable of being cured within 30 days, the Party in Default shall have such period to effect a cure prior to exercise of remedies by the Complaining Party. If the nature of the alleged default is such that it cannot practicably be cured within such 30 day period, the Party in Default shall have such additional time as is reasonably necessary to cure such Event of Default, provided that: (i) has occurred the cure is commenced within such 30 day period; (ii) the cure is diligently prosecuted to completion at all times thereafter; and is continuing(iii) at the earliest reasonably practicable date (in no event later than 30 days after the Party in Default’s receipt of the notice of default), the Lender, by Party in Default provides written notice to the CompanyComplaining Party that the cure cannot practicably be completed within such 30 day period. Subject to the foregoing, if the Party in Default fails to cure a material Event of Default in accordance with the foregoing, the Complaining Party, at its option, may declare the Loan Amount of terminate this Note and all accrued interest thereon Agreement, and/or institute legal proceedings pursuant to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestthis Agreement. In the event that the Company Party in Default fails to pay all outstanding Amounts cure a non-material Event of Default within this five (5) business day the applicable cure period, the interest rate on the unpaid Complaining Party shall have all of its rights and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration remedies with respect thereto as may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing available at law or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwisesubject to the express limitations on remedies set forth in this Agreement; provided that this Agreement shall not be terminated in respect to a non-material Event of Default. 8.4 Subject to notice of default and opportunity to cure under Section 8.3, and every such right or remedy shall be cumulative and shall be subject further to the limitation on remedies set forth in Section 8.5, in addition to every any other such right rights or remedies, any party to this Agreement may institute legal action to cure, correct or remedy contained any default of the other party, to enforce any covenants or agreements herein to be performed by the other party, to enjoin any threatened or attempted violation hereof, or to obtain any other remedies consistent with this Agreement. 8.5 The parties agree that the City shall have limited remedies for monetary damages (in an amount not to exceed the aggregate amount of permit or similar fees for which Developer is responsible in connection with the Improvements) and therein specific performance as specifically provided for in this Section 8.5. The City shall not have any right to compel specific performance with respect to the construction of the Improvements, or now any obligation herein to do so. Further, the City shall have no right to monetary damages as a result of Developer’s failure to construct, operate, lease, or hereafter existing at law, in equity, by statute derive revenue from the Improvements. In no event shall the City be entitled to consequential damages or otherwisepunitive damages for any breach of this Agreement. This Section 8.5 shall not be construed to relieve Developer from compliance with Section 4J above concerning establishment of appropriate bonds.

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

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

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

Default Remedies. (a) If In the event an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount occurs under Paragraph 20 of this Note Lease, LESSOR may exercise any one or more of the following remedies: a) reenter and all accrued interest thereon to be immediately due and payabletake possession of the Premises without termination of this Lease, and upon any such declarationuse its best efforts to ease the Premises to or enter into an agreement with another person for the account of LESSEE; b) terminate this Lease, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days exclude LESSEE from possession of the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased toPremises, and this Note shall bear interest at, a monthly rate equal use its best efforts to one and a half percent (1.5%lease the Premises to or enter into an agreement with another in accordance with applicable law; c) or to the maximum rate permitted by law (the "Default Rate") exclude LESSEE from the expiration possession of the five (5Premises, with or without terminating this Lease and operate the Premises itself; d) business day period until such unpaid and outstanding Loan Amount terminate the Lease, exclude LESSEE from possession of this Note is repaid in full. If an insolvency Event of Default has occurredthe Leased Premises, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration sell all or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender Premises at the best price obtainable (provided such sale is permitted by applicable law,) such sale to be on such terms and conditions as LESSOR, in its sole discretion, shall determine and apply the proceeds of such sale less any expenses thereof for the account of LESSEE. e) exercise any right remedies available to it under the Minnesota Uniform Commercial Code; f) take whatever action at law or in equity may appear necessary or appropriate to collect the Basic Rent and Additional Rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of LESSEE under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender Lease. g) in collecting any sums due on this Note or in otherwise enforcing exercising any of its remedies set forth in this Section, LESSOR may, whether or not the Lender's rights hereunderLease is then in effect, hold LESSEE liable for the difference between the payments and other costs for which LESSEE is responsible under this Lease. (ch) No right or remedy herein conferred upon the Lender or reserved to LESSOR is intended to be exclusive of any other right available remedy or remedy contained herein or existing at lawremedies, in equity, by statute or otherwise, and every but each such right or remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or thereafter existing at law or in equity by statute. No delay or omission to exercise any such right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle LESSOR to exercise any remedy contained reserved to it in this Provision, it shall not be necessary to give any notice, other than such notice as may be herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseexpressly required.

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

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

Default Remedies. (aA) If In addition to any other acts or omissions designated in this Lease as Events of Default, each of the following shall constitute an Event of Default by Tenant hereunder: (i) the failure to make any payment of Rent or any installment thereof or to pay any other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon sum required to be immediately due paid by Tenant under this Lease or under the terms of any other agreement between Landlord and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately Tenant within five (5) business days after written notice of delinquency (which written notice may be sent by email to the last known email address on file with Landlord); provided, however, that if Landlord has given Tenant two (2) such delinquency notices in any twelve (12)-month period during the Term, then ▇▇▇▇▇▇’s subsequent failure to pay any Rent or other charge when due shall constitute a default under this Lease without requirement of any notice or cure period; provided further, that any such notice given pursuant to this Section 22(A) shall be in addition to, and not in lieu of, any notice required under Applicable Law; (ii) the use or occupancy of the Premises for any purpose other than the Permitted Use or the conduct of any activity in the Premises which constitutes a violation of law; (iii) if the interest of Tenant or any part thereof under this Lease shall be levied on under execution or other legal process and said interest shall not have been cleared by said levy or execution within fifteen (15) days from the Lenderdate thereof; (iv) if any voluntary or involuntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by or against Tenant or any guarantor of the Lease or if a receiver shall be appointed for Tenant or any guarantor or any of the property of Tenant or guarantor; (v) if Tenant or any guarantor of the Lease shall make an assignment for the benefit of creditors or if Tenant shall admit in writing its inability to meet ▇▇▇▇▇▇’s debts as they mature; (vi) if any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, or mutually agreed to in writing by the parties; (vii) if Tenant shall fail to immediately discharge or bond over any lien placed upon the Premises in violation of this Lease; (viii) omitted; (ix) if Tenant shall abandon or vacate the Premises during the Term; (x) if Tenant shall fail to execute and deliver an estoppel certificate as required hereunder; or (xi) the failure to observe or perform any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and which Tenant has not corrected within thirty (30) days after written requestnotice thereof to Tenant; provided, however, that if said failure involves the creation of a condition which, in ▇▇▇▇▇▇▇▇’s reasonable judgment, is dangerous or hazardous, Tenant shall be required to cure same within forty-eight (48) hours. (B) Upon the occurrence of an Event of Default by Tenant, Landlord may, at its option, with or without notice or demand of any kind to Tenant or any other person, exercise any one or more of the following described remedies, in addition to all other rights and remedies provided at law, in equity or elsewhere herein, and such rights and remedies shall be cumulative and none shall exclude any other right allowed by law: (i) Landlord may terminate this Lease, repossess and re-let the Premises, in which case Landlord shall be entitled to recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting. For the purpose of determining present value, Landlord and Tenant agree that the interest rate shall be the rate applicable to the then-current yield on obligations of the U.S. Treasury having a maturity date on or about the Expiration Date. Should the fair market rental value of the Premises for the balance of the Term (after deduction of all anticipated expenses of reletting) exceed the value of the Rent to be paid by Tenant for the balance of the Term, Landlord shall have no obligation to pay to or otherwise credit Tenant for any such excess amount; (ii) Landlord may, without terminating the Lease, terminate Tenant’s right of possession, repossess the Premises including, without limitation, removing all or any part of Tenant’s personal property in the Premises and to place such personal property in storage or a public warehouse at the expense and risk of Tenant, and relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to decorate, repair, remodel or alter the Premises. Tenant shall pay to Landlord as damages a sum equal to all Rent under this Lease for the balance of the Term unless and until the Premises are relet. If the Premises are relet, Tenant shall be responsible for payment upon demand to Landlord of any deficiency between the Rent as relet and the Rent for the balance of this Lease, all costs and expenses of reletting, and all reasonable decoration, repairs, remodeling, alterations, additions and collection of the rent accruing therefrom. Tenant shall not be entitled to any rents received by Landlord in excess of the rent provided for in this Lease. No re-entry or taking possession of the Lease Premises by Landlord shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any breach, and in addition to the other remedies it may have, recover as damages (in addition to any other sums or damages for which Tenant may be liable to Landlord) a lump sum equal to the amount by which the present value of the excess Rent remaining to be paid by Tenant for the balance of the Term of the Lease exceeds the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting. In the event Landlord repossesses the Company fails to pay Premises as provided above, Landlord may remove all outstanding Amounts within this five persons and property from the Premises and store any such property at the cost of Tenant, without liability for damage; and (5iii) business day periodLandlord may, the interest rate on the unpaid and outstanding Loan Amount of this Note but shall not be increased obligated to, and this Note shall bear interest atwithout waiving or releasing Tenant from any obligations of Tenant hereunder, a monthly rate equal to one and a half percent (1.5%) make any payment or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until perform such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any other act on the Tenant’s part of any Lenderto be made or performed as provided in this Lease. Such declaration of acceleration may All sums so paid by ▇▇▇▇▇▇▇▇ and all necessary incidental costs shall be rescinded payable to Landlord as Additional Rent on demand and past defaults may be waived by the LenderTenant covenants to pay such sums. (bC) ▇▇▇▇▇▇ agrees that Landlord may file suit to recover any sums falling due under the terms of this Section 22 from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. (D) Tenant shall promptly pay upon notice, as Additional Rent, all reasonable costs, charges and expenses incurred by Landlord (including, without limitation, reasonable fees and out-of-pocket expenses of legal counsel, collection agents, and other third parties retained by Landlord) together with interest thereon at the rate set forth in Section 5 of this Lease, in collecting any amount due from Tenant, enforcing any obligation of Tenant hereunder, or preserving any rights or remedies of Landlord; and Tenant shall pay all reasonable attorneys’ fees and expenses arising out of any litigation, negotiation or transaction in which Tenant causes Landlord, without ▇▇▇▇▇▇▇▇’s fault, to become involved or concerned. (E) No course waiver of dealing or delay or any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on the part account of the Lender violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver by Landlord shall be valid unless in writing and shall not affect any provision other than the one specified in such written waiver and that provision only for the time and in the manner specifically stated in the waiver. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of Rent shall not waive or affect said notice, suit or judgment. Landlord shall not be required to serve Tenant with any notices or demands as a prerequisite to its exercise of any right of its rights or remedies under this Lease, other than those notices and demands specifically required under this Lease. Tenant expressly waives the service of any statutory demand or notice which is a prerequisite to Landlord’s commencement of eviction proceedings against Tenant, including the demands and notices specified in any federal, state or local laws and ordinances. (F) If Landlord elects to terminate this Lease pursuant to Section 22(B) above following Tenant's default, Landlord shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, use commercially reasonable efforts to mitigate its damages to the extent permitted required by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderApplicable Law. (cG) No right Upon any default by Landlord continuing beyond any applicable notice and cure period under this Lease, Tenant may exercise any of its rights provided at law or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. If a Default shall have occurred and be continuing, Grantor may from time to time in its discretion, without limitation and without notice except as otherwise provided for herein or by Applicable Law: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note Obligations hereunder and all accrued interest thereon other amounts owing under this Agreement to be immediately due and payable, presentment, demand, protest, notice of termination, notice of acceleration, notice of intent to accelerate and upon all other notices of any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or kind are hereby expressly waived by Grantee to the maximum rate fullest extent permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderapplicable law. (b) No course proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of dealing any covenant or delay agreement contained in this Agreement and the other Homeowner Assistance Documents or failure on any instrument pursuant to which the part Obligations to Grantor are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderGrantor. (c) exercise all rights granted under the Mortgage No right or remedy herein conferred upon the Lender Grantor is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or each remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein given hereunder or now or hereafter existing at law, law or in equity, equity or by statute or otherwiseany other provision of law; Grantee agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ notice to Grantee of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Grantor shall not be obligated to make any sale of property regardless of notice of sale having been given. Grantor may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

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

Default Remedies. 22.01 Each of the following shall constitute a default by Tenant under this Lease: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company if Tenant fails to pay any installment of rent and such failure continues for more than seven (7) days after delivery to Tenant of written notice from Landlord that such rent installment was not paid when due under this Lease; (b) if Tenant fails to timely comply with any or all outstanding Amounts of the other obligations specifically imposed on Tenant under this Lease and such failure continues for more than thirty (30) days after Landlord’s delivery to Tenant of written notice of such default; provided, however, that if the default cannot, by its nature, be cured within this five such thirty (530) business day period, Tenant shall not be deemed in default if and so long as it commences a cure of such default within the interest rate on initial thirty (30) day cure period, and thereafter diligently and continuously pursues such cure to completion; or (c) Tenant or any guarantor hereof shall file a petition in bankruptcy of insolvency or for reorganization or arrangement under the unpaid and outstanding Loan Amount bankruptcy laws of this Note the United States or under any insolvency act of any state, or shall voluntarily take advantage or any such law or act by answer or otherwise, or shall be increased todissolved or shall make an assignment for the benefit of creditors. (a) Landlord, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or in addition to the maximum rate permitted by law (remedies given in this Lease or under the "Default Rate") from the expiration law, may do any one or more of the five following if Tenant commits a default under Section 22.01: (5i) business day period until such unpaid terminate this Lease, in which case Tenant shall then surrender the Premises to Landlord; or (ii) enter and outstanding Loan Amount take possession of this Note is repaid the Premises in full. If an insolvency Event of Default has occurredaccordance with applicable law and remove Tenant, with or without having ended the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderLease. (b) No course In the event of dealing declaration of forfeiture pursuant to 22.02(a)(ii) above at or delay after the time of re-entry, Landlord may re-lease the Premises or failure on the part any portion(s) of the Lender to exercise any right Premises for a term or terms and at a rent which may be less than or exceed the balance of the Term of and the rent reserved under this Section shall operate as a waiver of Lease. In such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company event Tenant will pay to Landlord as liquidated damages for Tenant’s default any deficiency between the total rent reserved and the net amount, if any, of the rents collected on account of the lease or reimburse leases of the LenderPremises which otherwise would have constituted the balance of the term of this Lease. In computing such liquidated damages, there will be added to the extent permitted by lawdeficiency any expenses which Landlord may incur in connection with re-leasing, for all reasonable costs and such as legal expenses, including but not limited to reasonable attorneys’ fees, incurred brokerage fees and expenses, advertising and for keeping the Premises in good order or for preparing the Premises for re-leasing. Any such liquidated damages will be paid in monthly installments by Tenant on the Lender in collecting date which minimum net rental is due and any sums due on this Note or in otherwise enforcing suit brought to collect the deficiency for any month will not prejudice Landlord’s right to collect the deficiency for any subsequent month by a similar proceeding. In lieu of the Lender's rights hereunderforegoing computation of liquidated damages, Landlord may elect, at its sole option, to receive liquidated damages in one payment equal to any deficiency between the total rent reserved hereunder and the fair and reasonable rental of the premises, both discounted at ten percent (10%) per annum to present value at the time of declaration of forfeiture. (c) No right Landlord shall use its best efforts to mitigate its damages by making commercially reasonable efforts to relet the Premises on reasonable terms. Landlord may relet for a shorter or remedy herein conferred upon longer period of time than the Lender is intended Term and make any necessary repairs or alterations. Landlord may relet on any commercially reasonable terms including a reasonable amount of free rent. If Landlord relets for a period of time longer than the current Lease Term, then any special concessions given to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy the new tenant shall be cumulative and allocated throughout the entire reletting Term to not unduly reduce the amount of consideration received by Landlord during the remaining period of Tenant’s Term. 22.03 Landlord shall be in addition default of this Lease if it fails to every other perform any obligation of Landlord under this Lease and such right failure is not cured within forty-five (45) days after written notice thereof is given by Tenant to Landlord; however, if such failure cannot reasonably be cured within forty-five (45) days, Landlord shall not be in default of this Lease if Landlord commences to cure the failure within such forty-five (45) day period, diligently continues to cure the default, and completes the cure within an additional 90 days. If Landlord does not act with diligence to cure the default or remedy contained herein and therein such default remains uncured after the expiration of the Landlord’s cure period or now or hereafter existing at lawif, in equityan emergency situation where Tenant will suffer material harm if it does not act immediately to cure the default and provides Landlord with contemporaneous telephonic notice (followed by written notice to Landlord) of the nature of the emergency and the limited cure that Tenant plans to undertake (which cure shall be limited only to protect against material harm to Tenant), Tenant may cure the default at Landlord’s expense (to the extent that the costs and expenses of the cure are reasonable). If pursuant to the foregoing Tenant pays any reasonable sum in order to cure Landlord’s default, such reasonable sum shall be reimbursed, together with interest thereon at 10% per annum, by statute Landlord to Tenant upon forty-five (45) days’ written notice, which notice shall include all necessary supporting documentation, and Tenant shall not be entitled to offset any such amounts against minimum net rent or otherwiseany other amount due under this Lease.

Default Remedies. (a) Prior to the occurrence of a Default, all collections on the Collateral shall be distributed solely as set forth in the Security Agreement and the Collateral may be disposed of by the Initial Lender only as and to the extent set forth in the Security Agreement. If an Event of a Default (other than an insolvency Event of Default) has occurred shall occur and is be continuing, the LenderLender may, by notice to the Company, may declare the Loan Amount notwithstanding any other provision of this Note and all accrued interest thereon to be immediately due and payableAgreement or any Program Document, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from instruct the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased Collateral Agent to, and this Note shall bear interest atexercise any right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or agreement contained in the Program Documents or in the Notes or for an injunction against a monthly rate equal violation of any of the terms of the Program Documents or such Advance or in aid of any exercise of any power granted to one and a half percent (1.5%) such Lender or to the maximum rate permitted by law (Collateral Agent in the "Default Rate") from the expiration of the five (5) business day period until Program Documents or in such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredAdvance, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender proceed to exercise any right under this Section shall operate as a waiver enforce payment of such Advance or to enforce any other legal or equitable right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) . No right or remedy herein or in the Security Agreement conferred upon the Lender or the Collateral Agent is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and each and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. No course of dealing on the part of the Lender or the Collateral Agent, or any delay or failure on the part of the Lender or the Collateral Agent to exercise any right or power, shall operate as a waiver of such right or power or otherwise prejudice the rights, powers and remedies of the Lender or the Collateral Agent or of any other Lender or the Collateral Agent. No failure to insist upon strict compliance with any covenant, term, condition or other provision of the Program Documents or the Note shall constitute a waiver by the Lender or the Collateral Agent of any such covenant, term, condition or other provision or of any Default in connection therewith. To the extent effective under applicable law, the Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or that may hereafter exist that, but for this provision, might be applicable to any sale made under any judgment, order or decree of any court, or otherwise, based on the Advance or on any claim for interest and fees in respect of the Advance. If an Default shall occur, and be continuing, the Borrower will pay to the Lender or the Collateral Agent, to the extent not prohibited by applicable law and not paid in accordance with the Security Agreement, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection and of the taking of remedial actions and the maintenance of enforcement proceedings, including, without limitation, reasonable and necessary attorneys' fees and disbursements.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Investor may accelerate this Pre-Paid Purchase by written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (ab) If – (f) of Section 4.2, an Event of Default (other than an insolvency will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash at the Mandatory Default Amount. At any time following the occurrence of any Event of Default) has occurred and is continuing, the Lender, upon written notice given by notice Investor to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of fifteen percent (1.515%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). Notwithstanding the "foregoing, and for the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Investor need not provide, and accrued Interest thereon will become immediately due and payable without Company hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Lender Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to exercise this Section 4.3. No such rescission or annulment shall affect any subsequent Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate limit Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to a Purchase as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event any debit of Default (other than an insolvency Event your Current Account initiated by us is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount any obligation or provision of this Note and all accrued interest thereon to be immediately due and payableLease Agreement or any agreement with any of our Affiliates, and upon alliances or joint ventures, any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased toa default hereunder. Without limiting the foregoing, and this Note shall bear interest at, any default by you under the Merchant Agreement will be treated as a monthly rate equal to one and default under the Lease Agreement. Such a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") default would include a default resulting from the expiration early termination of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderMerchant Agreement. (b) No course Upon the occurrence of dealing any default, we may at our option, effective immediately without notice, either (1) terminate our future obligations under this Lease Agreement, repossess the FD Equipment and proceed in any lawful manner against you for collection of all charges that have accrued and are due and payable, or delay or failure on (2) accelerate and declare immediately due and payable all monthly lease charges for the part remainder of the Lender applicable lease period together with the fair market value of the FD Equipment (as determined by us), not as a penalty but as liquidated damages for our loss of the bargain. Upon any such default, we may proceed in any lawful manner to exercise obtain satisfaction of the amounts owed to us and, if applicable, our recovery of the FD Equipment, including entering onto your premises to recover the FD Equipment. In any right case, you shall also be responsible for our costs of collection, court costs and legal fees on a solicitor and client basis, as well as applicable shipping, repair and refurbishing costs of recovered FD Equipment. You agree that we shall be entitled to recover any amounts due to us under this Section Lease Agreement by debiting your Current Account or any other funds of yours that come into our possession or control, or within the possession or control of our Affiliates, alliances or joint ventures, or by setting off amounts that you owe to us against any amounts we may owe to you, in any case without notifying you prior to doing so. Any amounts payable by you pursuant to this Section11 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, be increased by an amount equal to the extent permitted by lawrate of all applicable federal, for all reasonable costs provincial and expenseslocal sales, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderuse and value-added taxes. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 13.1 Prior to title passing and the completion of Closing, in the event of Seller's default hereunder, Buyer's sole remedies shall be that of (ai) If an Event specific performance without abatement of Default the Purchase Price or (other than an insolvency Event ii) termination of Default) has occurred this Agreement and is continuingreturn of the Deposit. In no event shall Buyer be entitled to damages of any kind or nature; 13.2 Prior to title passing and completion of Closing, with respect to any representations or warranties of Seller contained in this Agreement, Buyer's obligations hereunder are contingent upon such representations and/or warranties contained in this Agreement being true and correct as of the Lenderdate hereof and where the context indicates, as of the date of Closing, but recision of this Agreement and return of the Deposit, shall be Buyer's exclusive remedy for any breach of any representation and/or warranty by notice Seller. 13.3 Notwithstanding the foregoing, in the event of a willful or intentional breach of a covenant, obligation or warranty by Seller under this Agreement or if Seller makes a willful or intentional material misrepresentation in this Agreement, Buyer shall be entitled to terminate this Agreement and to the Companyreturn of the Deposit and Buyer's reasonably documented Transaction Costs sustained by Buyer in connection with this Agreement; and the foregoing shall be Buyer's sole remedies under this subparagraph. 13.4 Subsequent to title passing and completion of Closing, may declare Buyer shall have recourse against Seller for its reasonably documented actual damages, sustained solely for Seller's breach of representations and warranties which survive Closing, which breach is discovered by Buyer after Closing; the Loan Amount right to pursue said recourse shall expire and terminate, as to any right on which action has not then been initiated, at the expiration of the survival periods set forth herein. 13.5 Buyer recognizes that the Property will be removed by Seller from the market during the existence of this Note Agreement and that if this purchase and sale is not consummated because of Buyer's default Seller shall be entitled to compensation for such detriment. Seller and Buyer acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Seller and Buyer agree that if the purchase and sale contemplated in this Agreement is not consummated because of Buyer's default under this Agreement, Seller shall be entitled to retain the Deposit (whether or not same has theretofore been paid) as its sole and liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all accrued interest thereon rights which it may have to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestdamages or specific performance as a result of Buyer's default under this Agreement. 13.6 Buyer's Out-of-Pocket Costs. In the event of Seller's breach or default in accordance with Section 13.3 then, in any such event, upon termination by Buyer hereunder, in addition to receiving the Company fails immediate return of the Deposit, anything in the Agreement contained to pay all outstanding Amounts within the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and expenses associated with this five Agreement and Buyer's anticipated acquisition of the Property including, without limitation, Buyer's reasonable counsel fees and costs, title expenses, survey costs, financial and accounting due diligence, Buyer's structural inspection of the Property and Buyer's environmental assessment of the Property, and other costs and expenses associated with Buyer's due diligence, (5) business day periodcollectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the interest rate on costs and expenses that the unpaid and outstanding Loan Amount parties anticipate that Buyer will incur in anticipation of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the transaction. Seller's maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right reimbursement liability under this Section 13 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderexceed $7,500. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If Upon the occurrence of an Event of Default (other than an insolvency Event of Actionable Default) has occurred and is continuing, the LenderMortgagee may, acting upon an Act of Secured Debtholders, foreclose this Instrument by notice judicial proceeding, and may invoke the power of sale and any other remedies permitted by applicable law or provided herein. Supplementing the definition of an Actionable Default, if the Mortgagor shall at any time deliver or cause to be delivered to the CompanyMortgagee without prior written consent of the Mortgagee a notice pursuant to 42 Pa. C.S. A. Section 8143 electing to limit the indebtedness secured by this Instrument, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note same shall be increased to, and this Note shall bear interest at, a monthly rate equal deemed to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If constitute an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesActionable Default. The Company will pay or reimburse the LenderMortgagor acknowledges that, to the extent permitted by applicable law, for upon the occurrence of an Actionable Default, the Mortgagee without prior judicial hearing may, acting upon an Act of Secured Debtholders, exercise the power of sale herein granted. The Mortgagor has the right to bring an action to assert the non-existence of a breach or any other defense of the Mortgagor to such sale. The Mortgagee shall be entitled to collect all reasonable costs and expensesexpenses incurred in pursuing such remedies, including including, but not limited to to, reasonable attorneys’ fees' fees and costs of documentary evidence, incurred by abstracts and title reports. If the Lender in collecting Property is sold pursuant to paragraph 23 of this Instrument, the Mortgagor or any sums due on this Note or in otherwise enforcing any person holding possession of the Lender's rights hereunder. (c) No right or remedy herein conferred Property through the Mortgagor shall immediately surrender possession of the Property to the purchaser at such sale upon the Lender purchaser's written demand. If possession is intended to be exclusive of any other right not surrendered upon the purchaser's written demand, the Mortgagor or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy person shall be cumulative a tenant at sufferance and shall may be in addition to every other such right removed by writ of possession or remedy contained herein by an action for forcible entry and therein or now or hereafter existing at law, in equity, by statute or otherwisedetainer.

Default Remedies. (a) Subject to Section 9.02(i), if an Event of Default shall have occurred and be continuing, including an Event of Default arising from the breach of a covenant, condition or other provision hereof, then upon five Business Days' prior written notice by the Lessor to the Lessee, in addition to all other rights, remedies or recourses available, the Lessor may either (A) terminate this Lease by issuing a Termination Notice or (B) terminate the Lessee's right to possession of the Property or any part thereof. (b) If the Lessor should elect to terminate this Lease as provided in clause (A) of Section 9.02(a), then this Lease and the estate hereby granted shall expire and terminate at midnight on the fifth Business Day (or such later date as may be specified therein) after the date of such notice, as fully and completely and with the same effect as if such date was the date herein fixed for the expiration of the Term and all rights of the Lessee shall terminate, but the Lessee shall remain liable as hereinafter provided. (c) Should the Lessor elect not to terminate this Lease, this Lease shall continue in effect and the Lessor may enforce all the Lessor's rights and remedies under this Lease including the right to recover the Fixed and Additional Rent as each becomes due under this Lease. For the purposes hereof, the following do not constitute a termination of this Lease: (i) Acts of maintenance or preservation of the Property or any part thereof or efforts to relet the Property or any part thereof, including termination of any sublease of the Property to a third party and removal of such subtenant from the Property; (ii) The appointment of a receiver upon initiative of the Lessor to protect the Lessor's interest under this Lease; and/or (iii) The exercise of any rights under Section 11.02. (d) If an Event of Default (other than an insolvency Event of Default) has shall have occurred and is be continuing, upon five Business Days' notice, the LenderLessor shall have (i) the right, whether or not this Lease shall have been terminated pursuant to Section 9.02(a), to re-enter and repossess the Property or any part thereof, as the Lessor may elect, by notice to summary proceedings, ejectment, any other legal action or in any other lawful manner the Company, may declare the Loan Amount of this Note and all accrued interest thereon Lessor determines to be immediately due necessary or desirable and payable, (ii) the right to remove all Persons and upon property therefrom. The Lessor shall be under no liability by reason of any such declarationre-entry, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.repossession or

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

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

Default Remedies. (a) If an Event during the term of Default this Charter: (i) Charterers shall make default for two Business Days in any payment in respect of Charter Hire due under the terms of this Charter. (ii) Charterers shall fail for a period of thirty (30) Business Days after written notice thereof has been given to Charterers by Owners to perform and observe any of the covenants, conditions, agreements or stipulations on the part of Charterers to be performed or observed contained herein (other than an sub-clause (a)(i) and (v) of this Clause). (iii) Charterers cease doing business as a going concern or generally cease to pay their debts as they become due or any proceedings under any bankruptcy or insolvency Event laws are instituted against Charterers or if a receiver or trustee is appointed for Charterers or for any of Defaulttheir assets or properties, and such proceeding is not dismissed, vacated or fully stayed within sixty (60) has occurred days. (iv) Charterers shall create or suffer to exist any mortgage, charge, pledge or other like encumbrance over the Vessel or any part thereof not created or caused by Owners or by persons claiming by, through or under Owners or shall have abandoned the Vessel. The foregoing provisions shall not apply to any notice of abandonment which Charterer’s may give to insurers under the provisions of Clause 12. (v) Charterers fail to comply with any of their obligations as to insurance contained in Clause 11. (vi) Charterers shall within thirty (30) days of any scheduled date of redelivery hereunder fail to provide adequate bail or security when required so to do in respect of any maritime lien, possessory lien or statutory right in rem which may be acquired over the Vessel not created or caused by Owners or by persons claiming by, through or under Owners in order to prevent the Vessel being arrested, impounded or seized or if any such lien, right or claim over the Vessel is exercised by the arrest, attachment, detention, impounding or seizure of the Vessel under any distress execution or other process, or any distress or execution is levied thereon, and is continuing, Charterers fail to use their best endeavors to procure the Lenderrelease of the Vessel therefrom within thirty (30) days of any scheduled date of redelivery hereunder. THEN AND IN ANY SUCH EVENT Owners may, by written notice to the CompanyCharterers, may declare the Loan Amount of this Note and all accrued interest thereon Charter to be immediately due in default and payableOwners may: (i) Upon written demand, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased cause Charterers at Charterers’ expense to, and this Note Charterers shall bear interest atpromptly, a monthly rate equal redeliver the Vessel or cause the Vessel to one be redelivered, with all reasonable dispatch to Owners and a half percent (1.5%) or to in the maximum rate permitted condition required by law (the "Default Rate") from terms of Clause 8 as if the Vessel were being redelivered at the expiration of the five Charter Period, and all obligations of Charterers under said Clause 8 shall apply to such redelivery, or (5ii) business day period until such unpaid Owners or their agent, at Owners’ option, without further notice, may, but shall be under no obligation to, retake the Vessel wherever found, whether upon the high seas or in any port, harbor, or other place and outstanding Loan Amount irrespective of this Note is repaid in full. If an insolvency Event of Default has occurredwhether Charterers, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration subcharterer or any act on the part of any Lender. Such declaration of acceleration other Person may be rescinded in possession of the Vessel, all without prior demand and past defaults without legal process, and for that purpose Owners or their agent may enter upon any dock, pier or other premises where the Vessel may be waived and may take possession thereof, without Owners or their agent incurring any liability by reason of such retaking, whether for the Lenderrestoration of damage to property caused by such retaking or otherwise. The exercise by Owners of their remedies under this subparagraph (a) shall be without prejudice, and in addition, to any of Owners’ other remedies referred to below. (b) No course Owners or their agent may sell the Vessel at public or private sale, with or without notice to Charterers, advertisement or publication, as Owners may determine, or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of dealing or delay or failure on what would have been the part Charter Period in the absence of the Lender to exercise any right under this Section shall operate as a waiver termination of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Charterers’ rights to the extent permitted Vessel) to others or keep the Vessel idle, all on such terms and conditions and at such place or places as Owners may determine and all free and clear of any rights of Charterers and of any claim of Charterers in admiralty, in equity, at law or by lawstatute, whether for all reasonable costs loss or damage or otherwise, and expenses, including but not limited without any duty to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderaccount to Charterers. (c) No right Charterers shall be liable for any and all Charter Hire payable under this Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by Owners by reason of the occurrence of any default or by reason of the exercise by Owners of any remedy hereunder, including, without limitation, all costs and expenses incurred by Owners in connection with any retaking of the Vessel and, upon the redelivery or retaking of the Vessel in accordance with this Clause 17, the placing of the Vessel in the condition and seaworthiness required by the terms of Clause 8 hereof and including interest on overdue Charter Hire. (d) Each and every right, power and remedy herein conferred upon the Lender is intended given to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy Owners shall be cumulative and shall be in addition to every other such right or right, power and remedy contained herein and therein given or now or hereafter existing at law, in equity, admiralty or by statute and each and every power and remedy whether herein given or otherwiseotherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by Owners, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission of Owners to exercise any right or power vested in it hereunder shall impair such right or power or be construed as a waiver of or as acquiescence in any default by Owners or be deemed a waiver of any right arising out of any future default or of any past default. In the event Owners at any time agree to waive any such right or power, such waiver shall be revocable by Owners at any time and the right or power shall henceforth be again exercisable as though there had been no such waiver unless the Event of Default has been cured. In the event Owners shall have proceeded to enforce any right or pursue any power under this Charter and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to Owners, then and in every such case Charterers and Owners shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Charter and all rights, remedies and powers of Owners shall continue as if no such proceedings had been taken. (e) The rights and powers of Owners and the obligations of Charterers under this Clause 17 shall be effective and enforceable regardless of the pendency of any proceeding which has or might have the effect of preventing Owners or Charterers from complying with the terms of this Charter. No express or implied waiver by Owners of any default shall in any way be, or be construed to be a waiver of any further or subsequent default.

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

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

Default Remedies. In the event, (a) If an Event all or any portion of Default the adjusted Monthly Rental is not paid at the time and place when and where due; (b) the Premises shall be deserted or vacated by Lessee; (c) Lessee shall fail to comply with any term, provision, condition, or covenant of this Lease, other than an insolvency Event the payment of Default) has occurred rent, or any of the Rules and is continuingRegulations now or hereafter established for the Building, the Lender, by and shall not cure such failure within ten days after notice to Lessee of such failure to comply; (d) a receiver is appointed for a substantial part of the Companyassets of Lessee; (e) the leasehold interest of Lessee herein is levied on under execution — in any such events, Lessor shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease: (1) Terminate this Lease, in which event Lessee shall immediately surrender the Premises to Lessor. If Lessee shall fail to surrender the Premises, Lessor may, without further notice and without prejudice to any other remedy Lessor may have for possession or arrearages in rent or damages for breach of contract, enter upon the Premises and take possession thereof. In the event of such termination, Lessor may, at its option, declare the Loan Amount entire amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon the Monthly Rental which would become due and payable immediately within five (5) business days from during the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration remainder of the five (5) business day period until such unpaid and outstanding Loan Amount of Lease Term had this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately Lease not been terminated to be due and payable without any declaration immediately, in which event, Lessee agrees to pay the same at once, together with all rents theretofore due, at the office of Lessor; provided, however, that such payments shall not constitute a penalty or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing forfeiture or delay or failure on the part liquidated damages, but shall merely constitute payment in advance of the Lender Monthly Rental for the remainder of the said Term. Upon making such payment, Lessee shall receive from Lessor all rents as and when actually received by Lessor from other tenants for the Premises during the period which would have constituted the Lease Term if the Lease had not been terminated; provided, however, that the monies to exercise any right which Lessee shall so become entitled shall in no event exceed the entire amount payable, and actually paid, by Lessee to Lessor under the preceding sentence of this Section shall operate as a waiver of such right or otherwise prejudice the Lendersubparagraph, less Lessor’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable actual costs and expenses, including but not limited reasonable attorney’s fees and court costs incurred as a result of such termination. (2) Enter the Premises as the agent of Lessee, by force if necessary, without being liable to reasonable attorneys’ feesprosecution or any claim for damages therefor, incurred and relet the Premises and receive the rent therefor, and Lessee shall pay the Lessor any deficiency that may arise by reason of such reletting on demand at any time and from time to time at the Lender in collecting any sums due on this Note or in otherwise enforcing office of Lessor. Pursuit of any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive foregoing remedies shall not preclude pursuit of any of the other right remedies herein provided or remedy contained herein any other remedies provided by law or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseequity under the laws of the State of Georgia.

Default Remedies. (a) If an Event 13.1 In the event that any of Default (other than an insolvency Event Seller's representations or warranties contained in this Agreement are materially or prejudicially untrue or if Seller shall have failed to have performed any of Default) has occurred the covenants and/or agreements contained in this Agreement which are to be performed by Seller, on or before the date set forth in this Agreement for the performance thereof, or if any of the conditions precedent to Buyer's obligation to consummate the transaction contemplated by this Agreement shall have failed to occur, Buyer may, at its option, rescind this Agreement by giving written notice of such rescission to Seller and is continuingSeller shall immediately thereafter return the Deposit, and thereupon, subject to the provisions of Section 13.3 below, the Lenderparties shall have no further liability to each other hereunder. In the alternative, but without limiting Buyer's right upon any default by notice Seller hereunder to receive the Companyprompt return of the Deposit, Buyer may declare the Loan Amount seek to enforce specific performance of this Note Agreement. 13.2 Buyer recognizes that the Property will be removed by Seller from the market during the existence of this Agreement and that if this purchase and sale is not consummated because of Buyer's default Seller shall be entitled to compensation for such detriment. Seller and Buyer acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Seller and Buyer agree that if the purchase and sale contemplated in this Agreement is not consummated because of Buyer's default under this Agreement, Seller shall be entitled to retain the Deposit as liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all accrued interest thereon rights which it may have to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestdamages or specific performance as a result of Buyer's default under this Agreement. 13.3 Buyer's Out-of-Pocket Costs. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of Seller's breach or default hereunder which results in Buyer's termination of this Note Agreement, or in the event that Seller shall be increased tofail to perform any term, covenant or agreement, or satisfy any condition herein stipulated (including, without limitation, a failure of title), then, in any such event, upon termination by Buyer hereunder, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer's actual, documented out-of-pocket costs and expenses associated with this Agreement and Buyer's anticipated acquisition of the Property including, without limitation, Buyer's reasonable counsel fees and costs, title expenses, survey costs, and this Note shall bear interest atother costs and expenses associated with Buyer's due diligence, a monthly rate equal to one including, without limitation, legal, financial and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration accounting due diligence, Buyer's structural inspection of the five Property and Buyer's environmental assessment of the Property (5) business day period until such unpaid collectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the costs and outstanding Loan Amount expenses that the parties anticipate that Buyer will incur in anticipation of this Note is repaid in fulltransaction. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right Seller's maximum reimbursement liability under this Section 13.3 shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderexceed Twenty Five Thousand ($25,000) Dollars. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 5.1. If the Guarantors default under the terms of the Guaranties and fail to cure such default within 30 days of receiving written notice of default from Company, the Company (a) If an Event will be entitled to direct the Escrow Agent to sell that amount of Default (other than an insolvency Event of Default) has occurred and is continuingPledged Shares, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Pledgor’s behalf, as necessary to repay the Tronco Loan Amount of this Note shall be increased toin full, and this Note shall bear interest at, a monthly rate equal subject to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration all applicable holding periods under Rule 144 of the five (5) business day period until such unpaid Securities Act of 1933 and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredrequired black-out periods, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course will be entitled to vote the Pledged Shares and receive and retain, as payment of dealing interest or delay or failure principal on the part Note, any and all dividends and any other distributions declared or paid upon the Pledged Shares during such period, until such time as the Guarantors cure such default, and (c) may also exercise all of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesremedies of a secured party under the Uniform Commercial Code in force in the State of Utah at the date of execution of this Agreement and any other applicable law. 5.2. Subject to Section 5.1, upon the occurrence of an event of default under the Guaranties, and during the continuation thereof, and at any time thereafter: 5.2.1. If notice to Pledgor is required by the Uniform Commercial Code of Utah of public or private sale of Pledged Shares, Company may give written notice to Pledgor five days prior to the date of public sale of the Pledged Shares or prior to the date after which private sale of the Pledged Shares. The Company will pay may apply the proceeds of any disposition of the Pledged Shares to satisfaction of the Indebtedness and the expenses of sale in any order of preference which Company, in its sole discretion, chooses. Pledgor shall remain liable for any deficiency. 5.2.2. Pledgor irrevocably makes, constitutes, and appoints the Company its true and lawful attorney for it and in its name, place, and stead to do any and every act and exercise any and every power that Pledgor might or reimburse could do or exercise to fully, effectually, and finally carry out and comply with all of the Lenderterms and provisions of this Agreement, to attend all meetings of the extent permitted by lawshareholders, for and then and there to vote in its name, stead, and behalf any and all reasonable costs of the Pledged Shares; and expensesto make, execute, and enter into, in its stead and behalf as a shareholder in the Company, any and all consents, certificates, or other documents, including but not limited those relating to reasonable attorneys’ feesa merger with other corporations, incurred by re-organizations, or other change in the Lender corporate structure. This proxy is coupled with an interest in collecting any sums due on this Note or in otherwise enforcing any of that the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawPledged Shares, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be and remain exclusive and irrevocable so long as any Guarantor remains indebted to the Company under the Guaranties, and shall be binding upon the Pledgor and its administrators, and assigns, as the case may be. The Company shall have full power of substitution hereunder, and any party designated by Company as its substitute shall be entitled to exercise all powers herein granted with respect to any and all shares of stock mentioned or referred to in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethe Agreement.

Default Remedies. Upon the failure of Mortgagor to pay or cause the applicable tenant thereof to pay any of the taxes, assessments, debts, liens or other charges as the same become due and payable, or to insure the Mortgaged Premises or deliver the certificates of insurance and copies of the policies of insurance as herein provided, or to perform Mortgagor's covenants and agreements herein, Mortgagee is hereby authorized, at its option, to insure the Mortgaged Premises, or any part thereof, and pay the costs of such insurance, and to pay such taxes, assessments, debts, liens or other charges herein described, or any part thereof, and to remedy ▇▇▇▇▇▇▇▇▇'s failure to perform hereunder and pay the costs associated therewith, and ▇▇▇▇▇▇▇▇▇ hereby agrees to refund on demand all sum or sums so paid, with interest thereon at the interest rate specified in the Note; and any such sum or sums so paid together with interest ▇▇▇▇▇▇▇ shall become a part of the indebtedness hereby secured; provided, however, that the retention of a lien hereunder for any sum so paid shall not be a waiver of subrogation or substitution which Mortgagee might otherwise have. In the event of the failure of Mortgagor within any applicable curative or grace period following any applicable written notice required from Mortgagee, if any, to pay any of the taxes, assessments, debts, liens or other charges herein described as the same become due and payable (asubject to Mortgagor's right to protest the same pursuant to the terms, provisions and limitations of the Loan Documents) If an Event or to keep the Mortgaged Premises insured in the manner and time herein provided, or the failure to deliver renewal policies in the manner and time herein provided, or if any installment of Default principal or interest is not paid at or within the time required by the terms of the Note, or in the case of the failure of the Mortgagor to comply with the terms, provisions and conditions of paragraph 4 hereof in the event of actual destruction, demolition, removal, condemnation or taking of all or any major part of the Mortgaged Premises, or the failure to timely comply with the covenants and warranties of or to timely do any of the things herein agreed to be done within thirty (30) days following written notice from Mortgagee (except for payment obligations under the Note for which the requisite written notice therein prescribed (including the limitations of the frequency thereof) and a fifteen (15) day curative period is established) or on the foreclosure of or default under any other than an insolvency Event mortgage or deed of Default) has occurred and is continuingtrust encumbering the Mortgaged Premises or any note instrument secured thereby, provided, that the foregoing shall not be deemed to constitute Mortgagee's consent to any other mortgage, or on the breach of any of the terms, provisions, covenants or warranties of the Note, the LenderLoan Documents or this Mortgage or any other instrument securing or evidencing the indebtedness hereby secured, then, in any of such events, all of such indebtedness secured hereby, including the outstanding loan evidenced by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be other obligations, without deduction, at the option of Mortgagee, without further or other notice, shall become immediately due and payable, and upon Mortgagee shall be empowered and entitled, at its option, to foreclose this Mortgage and shall be entitled to the possession of the Mortgaged Premises and the rents, lease payments, security deposits and profits and proceeds thereof, and shall be entitled to have a receiver appointed to take possession of the Mortgaged Premises. At the option of the Mortgagee, this Mortgage may be foreclosed by judicial proceedings, or by non-judicial foreclosure sale in accordance with applicable laws, and to sell and dispose of the Mortgaged Premises and all the right, title, and interest of Mortgagor therein, by sale at any place authorized by law as may be specified in the notice of such declarationsale to the highest bidder. If this Mortgage is foreclosed by non-judicial foreclosure sale pursuant to the power of sale, Mortgagee shall give notice of the foreclosure by publication once a week for 3 successive weeks. Such notice shall state the time, place and terms of each such Loan Amount sale by publication in some newspaper published in the county or counties in which the Mortgaged Premises are to be sold, or a substantial and accrued interest material part thereof, is located. At such foreclosure sale, Mortgagee may sell the Mortgaged Premises (or such part or parts thereof as Mortgagee may from time to time elect to sell) in front of the courthouse door of such county, at public outcry, to the highest bidder for cash. The sale shall thereupon become due be held between the hours of 11:00 a.m. and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate 4:00 p.m. on the unpaid and outstanding Loan Amount day designated for the exercise of this Note shall the power of sale hereunder. The Mortgaged Premises may be increased tosold as a whole or in separate parts, parcels, or tracts, including separate parts, parcels or tracts located in the same county, and this Note shall bear interest atin such manner and order as the Mortgagee in its sole discretion may elect. The exercise of the power of sale with respect to a separate part, a monthly rate equal parcel, or tract of the Mortgaged Premises in one county does not extinguish or otherwise affect the right to one and a half percent (1.5%) or exercise the power of sale with respect to the maximum rate permitted by law (the "Default Rate") from the expiration other parts, parcels, or tracts of the five (5) business day period until such unpaid Mortgaged Premises in that or another county to satisfy the obligation secured by the Mortgage, and outstanding Loan Amount the right and power of this Note is repaid in full. If an insolvency sale arising out of any Event of Default has occurredshall not be exhausted by one or more sales of the Mortgaged Property. At the foreclosure, Mortgagee shall be entitled to bid and to purchase the Loan Amount of this Note Mortgaged Premises and accrued Interest thereon will become immediately due and payable without any declaration shall be entitled to apply the indebtedness secured by the Mortgage, or any act portion thereof, in payment for the Mortgaged Premises. The Mortgagee shall be authorized to retain an attorney to represent it in such proceedings. Upon such sale, Mortgagee or the attorney conducting said sale are hereby authorized and empowered to make due conveyance to the purchaser or purchasers in the name of Mortgagor. The Mortgagor hereby irrevocably appoints Mortgagee to be the attorney in fact of the Mortgagor and in the name and on behalf of the part Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances, and notices which the Mortgagor ought to execute and deliver and do and perform any and all such acts and things which Mortgagor ought to do and perform under the covenants herein contained and generally to use the name of Mortgagor in the exercise of all or any Lenderof the powers hereby conferred on Mortgagee. Such declaration Upon any sale, whether under the power of acceleration may sale hereby given or otherwise, it shall not be rescinded and past defaults may be waived by necessary for Mortgagee or any public officer acting under execution or order of court to have physically present or constructively in its possession any of the Lender. (b) No course Mortgaged Premises. In case of dealing a foreclosure sale of all or delay or failure on the any part of the Lender Mortgaged Property and of the application of the proceeds of sale to exercise the payment of the indebtedness secured by the mortgage, Mortgagee shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid and to recover judgment for any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsportion thereof remaining unpaid, powers and remedieswith interest. The Company will pay or reimburse the Lender, remedies provided to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender Mortgagee in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and paragraph shall be in addition to every and not in lieu of any other such rights and remedies provided in this Mortgage, the Note, the Loan Agreement or any other Loan Document, by law or in equity, all of which rights and remedies may be exercised by Mortgagee independently, simultaneously or consecutively in any order without being deemed to have waived any right or remedy contained herein and therein previously or now or hereafter existing at law, in equity, by statute or otherwisenot yet exercised.

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

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of Should I default under this Note and all accrued interest thereon to be immediately due and payableNote, and upon any such declarationLender elects to accelerate payment of my Indebtedness, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay Lender may exercise all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid rights and outstanding Loan Amount remedies available to secured creditors generally under the Uniform Commercial Code, I agree to turn over and deliver the Collateral to Lender at my expense, at the time and at the location Lender may demand of this Note is repaid in fullme. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the LenderAlternatively, to the extent permitted by applicable law, Lender may enter any premises or other place where the Collateral may be located, and take possession of the Collateral, and all other property then located on or In the Collateral, provided that Lender Is able to do so without breach of the peace. To the extent permitted by applicable law, Lender may then sell the Collateral without warranty at public or private sale, and apply the sale proceeds to the satisfaction of my Indebtedness. Unless otherwise required by applicable law, Lender has no obligation to clean-up, repair, or prepare the Collateral for all sale. I -hereby agree that Lender may advertise and sell repossessed Collateral through www.usedtauckinventoryeem or other Internet websites through which equipment or motor vehicles similar to the Collateral Is sold and that such sale shall be deemed- a commercially reasonable costs and expensesdisposition of the Collateral. Any requirement that Lender notify me of the sale or other disposition of the Collateral will be satisfied if Lender sends me a written communication at least ten (10) days in advance of the date on which a public sale is scheduled, including but not limited or within ten (10) days in advance of the time after which a private sale or other disposition may take piece. Furthermore, to reasonable attorneys’ feesthe extent permitted by applicable law, incurred by the upon default Lender in collecting may cancel any sums due on insurance financed under this Note or in otherwise enforcing any of and apply the Lender's rights hereunderrefunded premium to my Indebtedness and I authorize Lender to notify anyone using equipment to pay Lender directly for my Indebtedness. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

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

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

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

Default Remedies. (a) If an The occurrence and continuation of any Event of Default (other than an insolvency under the Lease shall constitute a Security Agreement Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course Whenever a Security Agreement Event of dealing or delay or failure on Default shall have occurred and so long as its continues, Secured Party may exercise from time to time any rights and remedies, including the part right to immediate possession of the Lender Collateral, available to exercise it under the Lease, this Security Agreement or applicable law. Secured Party shall have the right to hold any right under property then in or upon the Facility (but excluding any property belonging to patients at the Facility) at the time of repossession not covered by this Section shall operate as Security Agreement until return is demanded in writing by Debtor. Debtor agrees, in case of the occurrence of a waiver Security Agreement Event of such right or otherwise prejudice Default that is continuing and upon the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lenderrequest of Secured Party, to assemble, at its expense, all of the extent permitted Collateral under its control at a convenient place acceptable to Secured Party and to pay all costs of Secured Party of collection of all the Liabilities, and enforcement of rights hereunder, including reasonable attorneys' fees and legal expenses, including participation in bankruptcy proceedings, and the expenses of locating the Collateral and the expenses of any repairs to any realty or other property to which any of the Collateral may be affixed or be a part. If the Collateral is disposed of at a public sale, the parties agree that a public sale with at least ten (10) business days prior notice to Debtor and notice to the public by one publication in a local newspaper is commercially reasonable. If any notification of intended disposition of any of the Collateral is required by law, for all reasonable costs such notification, if mailed, shall be deemed reasonably and expensesproperly given if sent at least ten (10) business days before such disposition, including but not limited by first class mail, postage prepaid, addressed to reasonable attorneys’ feesDebtor either at the address set forth in the notice section hereof, incurred by or at any other address of Debtor appearing on the Lender in collecting any sums due on this Note or in otherwise enforcing any records of the Lender's rights hereunderSecured Party. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawTO THE EXTENT PERMITTED BY LAW, in equityDEBTOR AGREES THAT SECURED PARTY SHALL, by statute or otherwiseUPON THE OCCURRENCE OF ANY SECURITY AGREEMENT EVENT OF DEFAULT, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at lawHAVE THE RIGHT TO PEACEFULLY RETAKE ANY OF THE COLLATERAL. DEBTOR WAIVES ANY RIGHT IT MAY HAVE, in equityIN SUCH INSTANCE, by statute or otherwiseTO A JUDICIAL HEARING PRIOR TO SUCH RETAKING.

Default Remedies. (a) If an Event Tenant shall be in default hereunder if: (i) Tenant shall fail to pay any undisputed Rent payment or other charges payable under this Lease by Tenant following thirty (30) days written notice from Landlord; (ii) Tenant shall fail to pay any Rent payment or other charges payable under this Lease by Tenant that was previously disputed but has since been determined by arbitration pursuant to Section 24(j) or mutual agreement between Landlord and Tenant to be owed to Landlord under this Lease, within fifteen (15) days of Default such arbitration award or following fifteen (15) days written notice of such mutual agreement; (iii) (x) two (2) or more disputed Rent payments or other than an insolvency Event of Defaultcharges payable under this Lease by Tenant are submitted to arbitration under Section 24(j) has occurred and is continuing, during the Lender, by notice to the Company, may declare the Loan Amount term of this Note Lease, (y) such disputed Rent payments or other charges payable under this Lease by Tenant are not deposited with a third party escrow agent reasonably acceptable to Landlord and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately Tenant within five (5) business days from following submission to arbitration and (z) the Lender’s arbitrator(s) finds in each case that the amount claimed by Landlord to be properly payable by Tenant to Landlord under this Lease is in fact properly payable to Landlord under this Lease; or (iv) (x) Landlord notifies Tenant in writing that Tenant is in material breach of one or more of its material covenants (other than payment covenants) under this Lease and such breach is not cured within thirty (30) days of receipt of such written request. In notice, (y) Landlord submits to arbitration under Section 24(j) such breach or breaches and requests termination as a remedy and (z) the event the Company fails arbitrator(s) determines (A) that Tenant has in fact materially breached one or more material covenants (other than payment covenants) under this Lease, (B) that such breach or breaches have not been cured and have caused significant harm to pay all outstanding Amounts within this five Landlord and (5C) business day period, the interest rate on the unpaid and outstanding Loan Amount that termination of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent Lease is an appropriate remedy (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration after considering other appropriate remedies short of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendertermination). (b) No course If Tenant is in default hereunder pursuant to Section 14(a) above, then Landlord shall have the right, in addition to all other rights and remedies available to it at law or in equity, to terminate this Lease upon written notice to Tenant (at least thirty (30) days written notice in the case of dealing or delay or failure a default under Section 14(a)(iii)) and, on the part date specified in such notice, this Lease and the term hereby demised and all rights of Tenant hereunder shall expire and terminate and Tenant shall thereupon quit and surrender possession of the Lender Premises to exercise Landlord (x) no later than six (6) months following such termination by Landlord in the event of a default under Section 14(a)(i) through (iii) and (y) no later than nine (9) months following such termination by Landlord in the event of a default under Section 14(a)(iv), in each case, in the condition required in this Lease, provided that Tenant shall remain bound by the terms and conditions of this Lease during the time Tenant retains possession of the Premises following a termination of this Lease, it being the intention of the parties hereto to create a conditional limitation upon the happening of a default. (c) In any right case in which (i) this Lease shall have been terminated in accordance with the express provisions of this Lease or the Master Agreement and (ii) Landlord shall have elected to recover any unpaid Rent or other charges payable under this Lease by Tenant and any portion of such sum shall remain unpaid, subject to any applicable advance notice or transition provisions set forth herein, in the TSA or in the Master Agreement, Landlord may, without further notice, enter upon and repossess the Premises, by summary proceedings, ejectment or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the Premises and may have, hold and enjoy the Premises and the rents and profits therefrom. Landlord may, in its own name, as agent for Tenant if this Lease has not been terminated, or on its own behalf if this Lease has been terminated, re-let the Premises or any part thereof for such term and on such terms (which may include concessions of free rent) as Landlord in its sole discretion may determine. Landlord may, in connection with any such re-letting, cause the Premises to be redecorated, altered, divided, consolidated with other space or otherwise changed or prepared for re-letting. No re-letting shall be deemed a surrender of the Premises. (d) Landlord shall be in default hereunder if Tenant notifies Landlord in writing that Landlord is in material breach of one or more of its material covenants (other than payment covenants) under this Lease and such breach is not cured within thirty (30) days of receipt of such written notice, (y) Tenant submits to arbitration under Section shall operate 24(j) such breach or breaches and requests termination as a waiver remedy and (z) the arbitrator(s) determines (A) that Landlord has in fact materially breached one or more material covenants (other than payment covenants) under this Lease, (B) that such breach or breaches have not been cured and have caused significant harm to Tenant and (C) that termination of such this Lease is an appropriate remedy (after considering other appropriate remedies short of termination). In the event of Landlord’s default hereunder, Tenant shall have the right to terminate this Lease in accordance with the provisions of this Section 14(d) upon written notice to Landlord. (e) If either party institutes a suit against the other party for violation of, or otherwise prejudice to enforce any covenant, term or condition of, this Lease, the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, prevailing party shall be entitled to the extent permitted by law, for reimbursement of all reasonable of its costs and expenses, including but not limited to including, without limitation, reasonable attorneys’ fees, incurred by except to the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (cextent that arbitration is required under Section 24(j) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at lawbelow, in equity, by statute or otherwise, and every such right or remedy which event fees shall be cumulative and shall be paid as determined in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisearbitration.

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

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

Default Remedies. (a) If an Event 13.1 Events of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, default for which Steelhead may declare the Loan Amount of terminate this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right Lease under this Section shall operate as 13 include, but are not limited to, failure to: conduct its operations hereunder in a waiver careful, skillful and workmanlike manner, conduct its operations hereunder in compliance with all applicable state and federal laws and regulations and permits; ascertain accurate boundary lines of such right any portion of the Premises before conducting operations thereon; secure all necessary permits, licenses and identification numbers and pay all fees, fines and penalties in connection therewith and fulfill all obligations in relation thereto or otherwise prejudice provide Steelhead with copies of the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, same: permit Steelhead access to the extent permitted by lawPremises; keep accurate records respecting it operations on the Premises; permit Steelhead to examine and survey operations of ▇▇▇▇▇▇▇▇▇▇: use recognized modern operational methods and practices, or expend reasonable and necessary funds for proper health and safety measure, development, reclamation drainage and pollution control; become and remain a subscriber or a qualified self-insured in good standing with the appropriate state Worker’s Compensation Fund; carry and maintain Employers Liability, general liability and automobile insurance as required hereunder; pay all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note taxes imposed or in assessed against it; otherwise enforcing comply with any of the Lender's terms or provisions of this Lease; or should ▇▇▇▇▇▇▇▇▇▇ sublease, assign, encumber or transfer its rights hereunderin the Premises or any rights of ▇▇▇▇▇▇▇▇▇▇ therein without the prior written consent of Steelhead or should ▇▇▇▇▇▇▇▇▇▇ file a petition in bankruptcy, make an assignment for the benefit of its creditors, consent to the appointment of a receiver, or be adjudicated bankrupt. (c) No right 13.2 If ▇▇▇▇▇▇▇▇▇▇ shall remain in default or remedy herein conferred upon the Lender is intended to be exclusive violation of any other such terms or conditions for thirty (30) days after receiving written notice thereof from Steelhead, then this Lease and all of the rights of ▇▇▇▇▇▇▇▇▇▇ hereunder shall, at the election of Steelhead, terminate and be forfeited. If this Lease is terminated pursuant to the provisions of hereof, ▇▇▇▇▇▇▇▇▇▇ shall remain liable to Steelhead for damages resulting from ▇▇▇▇▇▇▇▇▇▇’▇ breach, 13.3 Each right or and remedy contained herein or existing at law, provided for in equity, by statute or otherwise, and every such right or remedy this Lease shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein provided for in this Lease or now or hereafter existing at law, law or in equity, equity or by statute or otherwiseotherwise including, but not limited to suits for injunctive relief and specific performance. 13.4 The failure of Steelhead to insist in any particular instance upon strict performance of any terms or provisions of this Lease shall not be construed as a waiver or relinquishment as to the performance of any such term or provision in the future.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing: (i) In addition to all other remedies available to the Mortgagee at law or equity, the LenderMortgagee may proceed by suit to foreclose this Mortgage, to ▇▇▇ the Mortgagor for damages on account of or arising out of said continuing Event of Default or for specific performance of any provision contained herein, or to enforce any other appropriate legal or equitable right or remedy. The Mortgagee shall be entitled, as a matter of right, upon ▇▇▇▇ filed or other proper legal proceedings being commenced for the foreclosure of this Mortgage, to the appointment by any competent court or tribunal, without notice to the CompanyMortgagor or any other party, of a receiver of the rents, issues and profits of the Mortgaged Property, with power to lease and control the Mortgaged Property and with such other powers as may declare be deemed necessary. The Mortgagor hereby authorizes and empowers the Mortgagee or the auctioneer at any foreclosure sale had hereunder, for and in the name of the Mortgagor, to execute and deliver to the purchaser or purchasers of any of the Mortgaged Property sold at foreclosure good and sufficient deeds of conveyance or bills of sale thereto. All payments received by the Mortgagee as proceeds of the Mortgaged Property, or any part thereof, as well as any and all amounts realized by the Mortgagee in connection with the enforcement of any right or remedy under or with respect to this Mortgage, shall be applied by the Mortgagee as set forth in Section 16 of the Loan Amount Agreement. Several sales may be made under the provisions hereof without exhausting the right of this Note sale for any remaining part of the Indebtedness whether then matured or unmatured, the purpose hereof being to provide for a foreclosure and all accrued interest thereon sale of the Mortgaged Property for any matured part of the Indebtedness without exhausting any power of foreclosure and the power to be immediately due and payablesell the Mortgaged Property for any other part of the Indebtedness, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from whether matured at the Lender’s written requesttime or subsequently maturing. In the event any excess sales proceeds remain after payment of costs of enforcement and the Company fails matured Indebtedness such excess shall be applied as provided in the Loan Agreement. (ii) whether before or after institution of proceedings to pay all outstanding Amounts within foreclose the lien of this five (5) business day periodMortgage or before or after the sale thereunder, the interest rate on the unpaid and outstanding Loan Amount of this Note Mortgagee shall be increased toentitled, in its discretion, to do all or any of the following: (a) enter and take actual possession of the rents, the leases and other Mortgaged Property relating thereto or any part thereof personally, or by its agents or attorneys, and this Note shall bear interest atexclude the Mortgagor therefrom; (b) with or without process of law, a monthly rate equal to one enter upon and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration take and maintain possession of copies of all of the five documents, books, records, papers and accounts of the Mortgagor relating thereto, (5provided Mortgagor will be supplied with copies of such documents, books and records if Mortgagor so requests); (c) business day period until as attorney-in-fact or agent of the Mortgagor, or in its own name as mortgagee and under the powers herein granted, hold, operate, manage and control the rents, the leases and other Mortgaged Property relating thereto and conduct the business, if any, thereof either personally or by its agents, contractors or nominees, with full power to use such unpaid measures, legal or equitable, as in its discretion or in the discretion of its successors or assigns may be deemed proper or necessary to enforce the payment of the rents, the leases and outstanding Loan Amount other Mortgaged Property relating thereto (including actions for the recovery of this Note is repaid rent, actions in full. If forcible detainer and actions in distress of rent); (d) during the continuance of an insolvency Event of Default has occurredcancel or terminate any lease or sublease for any cause or on any ground which would entitle the Mortgagor to cancel the same; (e) elect to disaffirm any lease or sublease made subsequent hereto or subordinated to the lien hereof; (f) make all necessary or proper repairs, decorations, renewals, replacements, alterations, additions, betterments and improvements to the Mortgaged Property that, in its discretion, may seem appropriate; (g) insure and reinsure the Mortgaged Property for all risks incidental to the Mortgagee’s possession, operation and management thereof; and (h) receive all such rents and proceeds, and perform such other acts in connection with the management and operation of the Mortgaged Property, as the Mortgagee in its discretion may deem proper, the Loan Amount Mortgagor hereby granting the Mortgagee full power and authority to exercise each and every one of this Note the rights, privileges and accrued Interest thereon will become immediately due powers contained herein at any and payable all times after any Event of Default which is continuing without any declaration notice to the Mortgagor or any act other Person. The Mortgagee, in the exercise of the rights and powers conferred upon it hereby, shall have full power to use and apply the rents to the payment of or on account of the part following, in such order as it may determine: (xx) to the payment of the operating expenses of the Mortgaged Property, including the reasonable cost of management and leasing thereof (which shall include reasonable compensation to the Mortgagee and its agents or contractors, if management be delegated to agents or contractors, and it shall also include reasonable lease commissions and other reasonable compensation and expenses of seeking and procuring tenants and entering into leases), established claims for damages, if any, and premiums on insurance hereinabove authorized; (yy) to the payment of taxes, charges and special assessments, the costs of all repairs, decorating, renewals, replacements, alterations, additions, betterments and improvements of the Mortgaged Property, including the cost from time to time of installing, replacing or repairing the Mortgaged Property as reasonably necessary for its use or sale, and of placing the Mortgaged Property in such condition as will, in the judgment of the Mortgagee, make it readily rentable; and (zz) to the payment of any LenderIndebtedness. Such declaration The entering upon and taking possession of acceleration the Mortgaged Property, or any part thereof, and the collection of any rents and the application thereof as aforesaid shall not cure or waive any default theretofore or thereafter occurring or affect any notice or default hereunder or invalidate any act done pursuant to any such default or notice, and, notwithstanding continuance in possession of the Mortgaged Property or any part thereof by the Mortgagee or a receiver and the collection, receipt and application of the rents, the Mortgagee shall be entitled to exercise every right provided for in this Mortgage or by law or in equity upon or after the occurrence of an Event of Default which is continuing. Any of the actions referred to in this Section may be rescinded and past defaults may be waived taken by the Lender. (b) No course of dealing or delay or failure on Mortgagee without regard to the part adequacy of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice security for the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderIndebtedness. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. If a Default exists, Payee shall have, and may exercise at any time, any or all of the following remedies: (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, Payee may declare the Loan Amount (as liquidated damages and not a penalty) all or any portion of this Note and all accrued interest thereon each then unpaid Extended Payment (whether past due or scheduled to be immediately due paid), accrued Interest Charges and payableother amounts then outstanding under the EPA to be, and upon any such declarationExtended Payments, such Loan Amount Interest Charges and accrued interest other amounts shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodbe, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable in full without any declaration presentment, demand, protest or any act on the part other notice of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender.kind; (b) No course Payee may demand, and immediately upon such demand Customer shall pay to Payee, all reasonable costs and expenses incurred by Payee to collect amounts due Payee under the EPA, including reasonable attorneys’ fees and expenses; (c) Payee may terminate or cancel the EPA by written notice thereof to Customer; (d) (i) If SAP is the Payee, SAP may terminate the Software Support Agreement as set forth therein and may exercise any other remedy available to it under applicable law or in equity. Upon ▇▇▇▇▇'s instructions after a Default, ▇▇▇▇▇'s remedies shall be cumulative and non-exclusive, may be exercised concurrently or successively, and may be specifically enforced. Upon a Default, neither SAP nor Assignee shall be required to license, lease, transfer, or use any SAP Products, or take or not take any other action, in mitigation of dealing any damages resulting from such Default. All obligations of Customer hereunder shall survive any termination of the Agreement. ▇▇▇▇▇’s failure or delay or failure on the part of the Lender to exercise any right under this Section or remedy hereunder shall not operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderthereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. When any Event of Default described in subparagraphs (a) If an Event or (b) of Default (other than an insolvency Event of Default) Section 7.1 has occurred and is continuing, any holder of any Note may, and when any Event of Default described in subparagraphs (c) through (f) and (i) of Section 7.1 has happened and is continuing, the Lenderholder or holders of 35% or more of the principal amount of Notes at the time outstanding may exercise any right, power or remedy permitted to such holder or holders at law or in equity and shall have, in particular, without limiting the generality of the foregoing, the right, by notice in writing sent by registered or certified mail to the Company, may to declare the Loan Amount of this Note entire principal and all interest accrued interest thereon on all Notes to be immediately due and payablebe, and upon any such declaration, such Loan Amount and accrued interest all Notes shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodbecome, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately forthwith due and payable without any declaration presentment, demand, protest or other notice of any act kind, all of which are hereby expressly waived. When any Event of Default described in subparagraphs (g), (h) or (j) of Section 7.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes the entire principal and interest accrued on the Notes and to the extent permitted by law, an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the then applicable Make Whole Premium, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of any Lender. Such declaration holder of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or Notes nor any delay or failure on the part of the Lender any such holder to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s such holder's rights, powers and remedies. The Company will pay or reimburse the Lenderfurther agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holder's or holders' attorneys for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender services rendered in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderconnection therewith. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, ▇▇▇▇▇▇ may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash applying the Default Interest. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (ac), (d), (e), (f) If or (g) of Section 7, an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of such Trigger Event shall become immediately and automatically due and payable in cash applying the Default Interest, subject to any applicable cure period as set forth under this Section 8, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by ▇▇▇▇▇▇ to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of twenty-two percent (1.522%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). For the "avoidance of doubt, ▇▇▇▇▇▇ may continue making Conversions at any time following a Trigger Event or an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Lender need not provide, and accrued Interest thereon will become immediately due and payable without Borrower hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and Lender may immediately but subject to any applicable cure period as set forth under this Section 8, enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part ▇▇▇▇▇▇ at any time prior to payment hereunder and ▇▇▇▇▇▇ shall have all rights as a holder of the Lender to exercise Note until such time, if any, as ▇▇▇▇▇▇ receives full payment. No such rescission or annulment shall affect any subsequent Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate limit ▇▇▇▇▇▇’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to ▇▇▇▇▇▇▇▇’s failure to timely deliver Conversion Shares upon Conversion of the Note as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuingSuccessful Bidder defaults in making settlement, the Lender, by notice Deposit shall be forfeited and applied to the Companycosts and expenses of the Foreclosure Sale and then to the balance due under the Indebtedness, and the Property may either be resold at the risk and expense of Successful Bidder, or Trustee may accept the next highest available bid at the Foreclosure Sale. Successful Bidder shall be liable personally for any deficiency resulting from the resale of the Property at a lower price as well as for all costs, expenses, and attorneys' fees in connection with such resale. The forfeiture of the Deposit shall not limit any rights or remedies of Trustee with respect to any such default. Any delay or failure by Trustee to proceed to Settlement shall be excused if such delay or failure is caused by the occurrence of a "Force Majeure" (defined below). The term "Force Majeure" means war, strike, riot, crime, hurricane, flooding, earthquake, volcanic eruption or other circumstance or event beyond the reasonable control of Trustee, including, but not limited to, a bankruptcy or other proceeding involving the Owner, the Property, and/or any other present owner of the Property. If the validity of the sale is challenged by any party in interest, the Trustee, in its sole discretion, if it believes the challenge to have merit, may declare this Memorandum of Sale and the Loan Amount of this Note and all accrued interest thereon Foreclosure Sale to be immediately due void and payablereturn the Successful Bidder’s deposit. In such event, and upon the Successful Bidder will have no further remedy. In addition, if Trustee determines in good faith that a defect exists with respect to the Foreclosure Sale that renders the sale void or voidable (in either case, a "Sale Defect"), then Trustee may terminate this Agreement at any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requesttime prior to Settlement. In the event that Settlement does not occur because of a Force Majeure or because of a termination due to a Sale Defect, or because the Company fails to pay all outstanding Amounts within this five (5) business day periodTrustee otherwise cannot consummate the sale, the interest rate on the unpaid and outstanding Loan Amount of this Note then Successful Bidder shall be increased toentitled to a refund of the Deposit as its sole remedy, Trustee reserving the right to resell the Property by foreclosure. The Foreclosure Sale and this Note shall bear interest atMemorandum of Sale is contingent upon Trustee’s post-sale confirmation that any maker, a monthly rate equal to one and a half percent (1.5%) guarantor or obligor related to the maximum rate permitted Indebtedness secured by law (the "Default Rate") from Deed of Trust did not file for protection under the expiration U.S. Bankruptcy Code prior to the conclusion of the five (5) business day period until such unpaid and outstanding Loan Amount of Foreclosure Sale. Successful Bidder acknowledges that should this Note is repaid in full. If an insolvency Event of Default has have occurred, the Loan Amount Foreclosure Sale is subject to cancellation by Trustee in which case this Memorandum of this Note Sale and accrued Interest thereon will the Foreclosure Sale itself shall become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesvoid. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy deposit shall be cumulative and promptly refunded to Successful Bidder, after which the parties shall be in addition relieved of all further liability to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseeach other.

Default Remedies. Any breach or violation of any provisions of the Lease by Subtenant shall be deemed to be and shall constitute a default by Tenant under the Lease. In the event (a) If of any default by Tenant or Subtenant in the full performance and observance of any of their respective obligations under this Consent, which default shall not be cured within thirty (30) days after notice to the party in default (with a copy of such notice to the other party), or (b) any representation or warranty of Tenant or Subtenant made herein shall prove to be false or misleading in any material respect, then (i) such event may, at Landlord’s option, be deemed an Event of Default under the Lease and (other than an insolvency Event ii) Landlord may give written notice of Default) has occurred and is continuing, such default to the Lender, by party in violation (with a copy of such notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableother party), and if such violation shall not be discontinued or corrected within thirty (30) days after the giving of such notice, Landlord may, in addition to Landlord’s other remedies, revoke this Consent and Subtenant shall have no further rights with respect to the Subleased Premises. Subject to Landlord’s right to require Subtenant to attorn or enter into a direct lease under Paragraph 3 hereof, if Subtenant shall fail to vacate and surrender the Subleased Premises upon any such declarationthe expiration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five rejection or earlier termination (5whether voluntary or involuntary) business days from of the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodLease, the interest rate on the unpaid and outstanding Loan Amount of this Note Landlord shall be increased to, entitled to all of the rights and this Note shall bear interest at, remedies which are available to a monthly rate equal to one and landlord against a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from tenant holding over after the expiration of a term. Subtenant expressly waives for itself and for any person claiming through or under Subtenant, any rights which Subtenant or any such person may have under 11 U.S.C. §365(h), including, without limitation, any right to remain in possession of the five (5Premises under §365(h)(l)(A)(ii) business day period until such unpaid and outstanding Loan Amount any right of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately offset under §365(b)(1)(B) against any amounts due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderowing to Landlord. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. 12.1 In the event Seller breaches in any material respect a representation, warranty, covenant or obligation to be performed by Seller under this Agreement, and Seller fails to cure such breach within 5 business days after written notice thereof, then Purchaser’s sole and exclusive remedies shall be either (a) If to file an Event action to obtain specific performance of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice Seller’s obligation to close pursuant to the Company, may declare the Loan Amount terms of this Note Agreement upon payment to Seller of the full Purchase Price, less any reasonable costs (including reasonable attorneys’ fees and costs) actually incurred by Purchaser in connection with such action to enforce specific performance, or (b) to terminate this Agreement, in which event the entire Deposit shall be returned to Purchaser in accordance with Section 12.2 and Seller shall reimburse Purchaser for all accrued interest thereon of Purchaser’s reasonable and actual third party out-of-pocket expenses incurred in connection with this Agreement and Purchaser’s studies, inspection and investigation of the Property not to exceed $100,000.00. If Purchaser is pursuing the remedy of specific performance, Purchaser must commence any suit for specific performance within 30 days following the scheduled date of Settlement. In no event whatsoever shall Purchaser be immediately due entitled to any damages or other rights or remedies against Seller as a result of any default, breach or failure of Seller hereunder. 12.2 In the event that Purchaser terminates this Agreement pursuant to any provision hereof authorizing such termination, then, not less than 3 days and payableno more than 10 days after the date that Purchaser has given Escrow Agent and Seller written notice requesting a return of the Deposit to Purchaser and describing the reasons therefor, Escrow Agent shall deliver the Deposit to Purchaser and Seller in accordance with Section 2.2, and the parties shall have no further obligations hereunder except as otherwise expressly set forth in this Agreement. In the event of a dispute between Seller and Purchaser, Escrow Agent shall not disburse the Deposit until it has received joint written instructions from the Purchaser and Seller or an order from a court of competent jurisdiction directing the Escrow Agent to distribute the escrowed funds, in which event Escrow Agent shall be entitled to rely upon any such declarationdecision of such court. Seller and Purchaser hereby agree to jointly and severally indemnify, defend and hold the Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, the Escrow Agent (including reasonably attorneys’ fees, expenses and court costs) in connection with the escrow under this Agreement, except as a result of the Escrow Agent’s fraud, breach of fiduciary duty, negligence or willful misconduct. 12.3 The parties acknowledge that Seller should be entitled to compensation for any detriment suffered if Purchaser defaults in its obligations hereunder, but agree that it is extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such Loan Amount default. Consequently, if Purchaser breaches a representation, warranty, covenant or obligation to be performed by Purchaser under this Agreement in any material respect, and accrued interest Purchaser fails to cure such breach within 5 business days after Purchaser’s receipt of written notice thereof, then Seller shall thereupon become due be entitled to receive the Deposit as fixed, agreed, and payable immediately within five liquidated damages. Notwithstanding the foregoing, nothing in this Section shall be deemed to limit Purchaser’s Surviving Obligations. 12.4 In the event that Seller is entitled to the Deposit pursuant to this Agreement, then, not less than 3 days and no more than 10 days after the date that Seller has given Escrow Agent and Purchaser written notice requesting delivery of the Deposit to Seller and describing the reasons therefor, Escrow Agent shall deliver the Deposit to Seller, and the parties shall have no further obligations hereunder other than Purchaser’s Surviving Obligations. 12.5 Notwithstanding anything in this Agreement to the contrary, if Purchaser or any affiliate has or obtains knowledge that (5i) any representation or warranty made by Seller was untrue when made or is untrue (including the Express Representations and any information in the Existing Leases, Study Period Materials or other written information provided or made available to Purchaser (collectively, the “Specified Documents”)), (ii) any condition precedent to Purchaser’s obligations set forth in this Agreement cannot be satisfied, or (iii) Seller has defaulted on its obligations set forth in this Agreement, and notwithstanding such knowledge, Purchaser elects to consummate its purchase of the Property at Settlement, then: (x) Purchaser shall be deemed to have waived such representation, warranty, condition precedent or default, (y) the representation or warranty (including the Express Representations, as applicable) shall be deemed modified to conform them to the information that Purchaser has knowledge of or the information in the Specified Documents, as applicable, and (z) Seller shall have no liability to Purchaser or its successors and assigns in respect thereof. Purchaser shall promptly notify Seller in writing if Purchaser has or obtains knowledge of any condition specified in sub-clauses (i) through (iii) of this Section 12.5 above. 12.6 If any of the Express Representations should be false in any material respect as of the Closing Date, and Purchaser shall first have actual knowledge of same after the Closing Date, then Purchaser shall give Seller written notice of such false Express Representation prior to the expiration of the Survival Period and Seller shall have 10 business days from the Lender’s written requestdate of receipt of such notice to cure such breach. In the event the Company If Seller fails to pay all outstanding Amounts cure such breach within this five (5) such 10 business day period, and provided the interest rate on actual damages suffered by Purchaser due to such breach exceed $25,000.00, then Purchaser shall have the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal right to one and a half percent (1.5%) or bring an action against Seller prior to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without Survival Period for any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay alleged breach or failure on of a Express Representation of which Seller receive a Notice of Breach before the part expiration of the Lender Survival Period (subject to exercise any right under this extension as expressly provided in Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law7.6), for all reasonable costs and expenses, including but not limited the actual damages suffered by Purchaser due to reasonable attorneys’ fees, incurred by the Lender such false Express Representation. In no event shall Seller be liable to Purchaser pursuant to this Agreement in collecting any sums due on this Note or an aggregate amount in otherwise enforcing any excess of the Lender's rights hereunder$850,000.00. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, Seller breaches its obligation to convey the Lender, by notice Property to Buyer pursuant to the Company, may declare the Loan Amount applicable provisions of this Note Agreement and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately breach is not cured within five (5) business days of receiving written notice from the LenderBuyer, Buyer may at Buyer’s sole option either: (i) by written request. In the notice given to Seller and Escrow Agent terminate this Agreement, in which event the Company Deposit will be paid immediately by Escrow Agent to Buyer, subject to the Escrow Instructions, Seller will promptly reimburse Buyer for all of Buyer’s reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Property, Buyer’s Diligence or this transaction (provided, however, that the aggregate amount thereof shall not exceed $50,000), and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; or (ii) so long as Buyer files suit for same within sixty (60) days following the originally-scheduled Closing Date, seek specific performance against Seller, in which event the Closing Date will be automatically extended as necessary for Buyer to prosecute such action. If Buyer fails to pay all outstanding Amounts file suit for a specific performance action within this five such sixty (560) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note Buyer shall be increased todeemed to have elected to terminate this Agreement as provided in the foregoing clause (i). Notwithstanding the foregoing, if specific performance is made unavailable as a remedy to Buyer by Seller’s willful and this Note shall bear interest ataffirmative act, Buyer will be entitled to pursue a monthly rate equal to one suit for all of Buyer’s direct (but not indirect, punitive or consequential) damages incurred in connection with such willful and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration affirmative act of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderSeller. (b) No course If Buyer breaches its obligation to pay the Purchase Price and otherwise consummate the Closing and such breach is not cured within five (5) days of dealing receiving written notice from Seller, Seller may, as Seller’s sole and exclusive remedy for such breach, by written notice given to Buyer and Escrow Agent terminate this Agreement and receive the Deposit in accordance with Section 3(b) above as Seller’s agreed and total liquidated damages, it being acknowledged and agreed by the Parties that it would be difficult or delay or failure on impossible to determine Seller’s exact damages, and the part Deposit represents a reasonable estimate of those damages. Upon such termination by Seller, neither of the Lender to exercise Parties will have any right further liability or obligation under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsAgreement except for any Surviving Obligations. SELLER WAIVES ANY RIGHT TO SEEK ANY OTHER REMEDIES AGAINST BUYER, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderINCLUDING ANY EQUITABLE OR LEGAL REMEDIES. (c) No right The provisions of this Section 21 shall affect any post closing liabilities of Seller or remedy herein conferred upon the Lender is intended to be exclusive Buyer as expressly set forth in Section 19 of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Agreement.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred shall occur and is be continuing, the LenderLender may, by notice to or the Company, Lenders in respect of a majority in aggregate principal amount of the Advances outstanding may declare instruct the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased Collateral Agent to, and this exercise any right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or agreement contained in the Program Documents or in the Note shall bear interest at, or for an injunction against a monthly rate equal violation of any of the terms of the Program Documents or such Advance or in aid of any exercise of any power granted to one and a half percent (1.5%) such Lender or to the maximum rate permitted by law (Collateral Agent in the "Default Rate") from the expiration of the five (5) business day period until Program Documents or in such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredAdvance, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender proceed to exercise any right under this Section shall operate as a waiver enforce payment of such Advance or to enforce any other legal or equitable right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) . No right or remedy herein or in the Security Agreement conferred upon the Lender or the Collateral Agent is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and each and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. No course of dealing on the part of the Lender or the Collateral Agent, or any delay or failure on the part of the Lender or the Collateral Agent to exercise any right or power, shall operate as a waiver of such right or power or otherwise prejudice the rights, powers and remedies of the Lender or the Collateral Agent or of any other Lender or the Collateral Agent. No failure to insist upon strict compliance with any covenant, term, condition or other provision of the Program Documents or the Note shall constitute a waiver by the Lender or the Collateral Agent of any such covenant, term, condition or other provision or of any Default or Event of Default in connection therewith. To the extent effective under applicable law, the Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or that may hereafter exist that, but for this provision, might be applicable to any sale made under any judgment, order or decree of any court, or otherwise, based on the Advances or on any claim for interest and fees in respect of the Advances. If an Event of Default shall occur, and be continuing, the Borrower will pay to the Lender or the Collateral Agent, to the extent not prohibited by applicable law and not paid in accordance with the Security Agreement, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection and of the taking of remedial actions and the maintenance of enforcement proceedings, including, without limitation, reasonable and necessary attorneys' fees and disbursements.

Default Remedies. (a) If This Lease and the term of this Sublease are subject to the limitation that Subtenant shall be in default if, at any time during the Sublease Term, any one or more of the following events shall occur and not be cured prior to the expiration of the grace period (if any) herein provided (such uncured event being hereinafter referred to as an Event of Default (other than an insolvency “Event of Default”), as follows: (i) has occurred and is continuing, Subtenant shall fail to pay any installment of the Lender, by notice to Basic Rent or any Additional Rent or any other monetary amount due under this Sublease on or before the Company, may declare date on which the Loan Amount of this Note and all accrued interest thereon to be immediately same becomes due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within failure continues for five (5) business days (“Monetary Default Cure Period”) after notice thereof from Sublandlord to Subtenant; provided however, that if Sublandlord has given Subtenant two prior notices of default under this Section 11(a)(i) during any twelve month period, then with respect to the Lendernext default under this Section 11(a)(i), the Monetary Default Cure Period shall thereafter, for the remainder of such twelve month period, be three (3) days after notice from Sublandlord to Subtenant; or (ii) Subtenant shall sublease any or all of the Subleased Premises or enter into an assignment of this Sublease in violation of the requirements of this Sublease or the O▇▇▇▇▇▇▇▇; or (iii) Subtenant shall fail to maintain general liability insurance, or any other insurance required to be carried under this Sublease or the O▇▇▇▇▇▇▇▇; or (iv) Subtenant shall fail to perform or observe any other requirement, term, covenant or condition of this Sublease (including without limitation any provision of the O▇▇▇▇▇▇▇▇ incorporated herein) on the part of Subtenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Sublandlord to Subtenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Subtenant shall fail to commence to cure said default within such thirty (30) day period and/or fail to continuously prosecute the curing of the same to completion with due diligence; or (v) The estate hereby created shall be taken on execution or by other process of law; or (vi) Subtenant shall make an assignment or trust mortgage arrangement, so-called, of all or a substantial part of its property for the benefit of its creditors; or (vii) Subtenant shall judicially be declared bankrupt or insolvent according to law; or (viii) an Event of Bankruptcy (as defined in the O▇▇▇▇▇▇▇▇) occurs, or a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer is appointed to take charge of all or any substantial part of Subtenant’s written requestproperty by a court of competent jurisdiction and such appointment shall not be vacated within sixty (60) days; or (ix) any petition shall be filed against Subtenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (x) Subtenant shall file any petition in any court, whether or not pursuant to any statute of the United States or any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (xi) Subtenant (or its agents, employees, contractors or invitees) shall engage in any act or omission that (with or without the giving of notice or the passage of time) would constitute grounds for an Event of Default by Sublandlord under the O▇▇▇▇▇▇▇▇, and such act or omission is not cured by Subtenant within the grace period (if any is provided) given to Sublandlord under the O▇▇▇▇▇▇▇▇, less ten (10) days. (b) Upon the happening of any one or more of the aforementioned Events of Default, and without limiting any other right or remedy that may be available at law or in equity, Sublandlord shall have, and may exercise, any or all of the rights provided under the O▇▇▇▇▇▇▇▇, including without limitation Article 19 thereof. In All of Subtenant’s obligations to pay any sum of money due and owing to Sublandlord (including without limitation Basic Rent, Additional Rent and Subtenant Surcharges) under this Sublease will survive the event the Company expiration or sooner termination of this Sublease. (c) If Subtenant fails to pay all outstanding Amounts within make any payment or perform any other obligation of Subtenant under this five (5) business day periodSublease, then Sublandlord has the interest rate on right, but not the unpaid and outstanding Loan Amount of this Note shall be increased toobligation, and without waiving or releasing Subtenant from any obligations of Subtenant under this Note Sublease, to make such payment or perform such other obligation of Subtenant in such manner and to such extent as Sublandlord deems necessary, and in exercising any such right, to pay any commercially reasonable incidental costs and expenses, employ attorneys, and incur and pay reasonable attorneys’ fees. Subtenant shall bear pay to Sublandlord upon demand as additional rent all sums so paid by Sublandlord and all incidental costs and expenses of Sublandlord in connection therewith, together with interest at, a monthly thereon at an annual rate equal to one and a half the rate two percent (1.52%) above the base rate or to prime rate then published as such in the Wall Street Journal, or, if less, the maximum rate permitted by law (law. Such interest is payable with respect to the "Default Rate") from period commencing on the date such expenditures are made by Sublandlord and ending on the date such amounts are repaid by Subtenant. The provisions of this Section 12 shall survive the expiration of or the five (5) business day period until such unpaid and outstanding Loan Amount sooner termination of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderSublease. (bd) No course of dealing or delay or failure on the part of the Lender to exercise any right If Sublandlord is in default under this Section shall operate Sublease and, as a waiver consequence, Subtenant recovers a monetary judgment against Sublandlord, the judgment shall be satisfied only out of such right Sublandlord’s then equity interest as lessee under the O▇▇▇▇▇▇▇▇. No individual partner, director, officer, shareholder, employee, advisor or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay agent of Sublandlord or reimburse the Lender, Subtenant shall be personally liable in any manner or to the any extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note under or in otherwise enforcing connection with such party’s obligation or liability under this Sublease. In no event shall Sublandlord, or any of the Lender's rights hereunderdirectors, officers, shareholders, employees, advisors or agents of Sublandlord, ever be responsible for (i) any indirect, punitive or consequential/special damages, or (ii) any damages in the nature of interruption or loss of business. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default exists, (other than a) (i) the holder of any Series A Note then outstanding, with respect to an insolvency Event of DefaultDefault under Section 11.1(a) has occurred or (ii) hereof the holder or holders of at least 25% in aggregate unpaid principal amount of the Series A Notes then outstanding, with respect to any Event of Default under Section 11.1 (b) or (c) hereof, may exercise any right, power or remedy permitted to it or any of them by law (it being intended by the parties hereto that no remedy is to be exclusive and that each remedy is continuingto be cumulative), and shall have, in particular, without limiting the generality of the foregoing, the Lenderright, by notice to the CompanyAEGON, may to declare the Loan entire Repayment Amount of this and all interest accrued on such Series A Note to be, and such principal amount and accrued interest shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (b) in the case of an Event of Default under Section 11.1(d) or (e) hereof, the entire Repayment Amount of and all accrued interest thereon to be immediately and premium on the Series A At any time after the Repayment Amount of and interest accrued on any Series A Note is declared due and payable, and upon before a judgment or decree for payment of the money due has been obtained, the holders of at least a majority in aggregate unpaid principal amount of Series A Notes then outstanding, by written notice to AEGON, may rescind and annul such declaration and its consequences if (i) all sums payable under the Series A Notes (except any principal amount or interest on the Series A Notes which has become payable solely by reason of such declaration) shall have been duly paid and (ii) all Events of Default, other than nonpayment of amounts which have become due solely by such declaration, have been cured or waived as provided in Section 12.2 hereof. No such Loan Amount rescission and accrued interest annulment shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency affect any subsequent Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any or declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsright, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right power or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseconsequent thereon.

Default Remedies. In the event (a) If any payment required by this Note is not paid within five (5) days after Maker's receipt of written notice that such payment is past due: (b) of an Event of Default (as defined in the Pledge Agreement) under the Pledge Agreement, or the occurrence of a default under any other than an insolvency Event of Default) has occurred promissory note made by Maker to Lender or any other agreement between Maker and is continuingLender (collectively, the Lender"'Other Notes"); (c) of the occurrence of a material default under any other agreement between Maker and any third party which default is not cured within the applicable cure period therefor (collectively, by notice to the Company"Other Agreements”); or (d) Maker files a petition in voluntary bankruptcy or reorganization or is adjudicated bankrupt or has a trustee appointed in an involuntary proceeding for dissolution or reorganization or makes an assignment for the benefit of creditors (a "Bankruptcy Event"); thereafter, Lender may declare cause the Loan Amount of this Note Principal Amount, or such lesser amount that may be then outstanding, and all accrued interest thereon to be immediately and all other amounts past due and payablehereunder, and upon any such declaration, such Loan Amount the entire principal amount that may be then outstanding and accrued interest shall thereupon thereon and all other amounts then due under all Other Notes, to at once become due and payable immediately within five (5“Acceleration”) business days from upon L▇▇▇▇▇'s delivery to Maker of written notice of Lenders election of Acceleration. Such notice of Acceleration shall describe, as applicable, (x) all past due amounts hereunder, including all accrued Interest thereon, and other amounts then due and payable hereunder; and (y) the Lender’s written request. In relevant event of default hereunder or under the event Pledge Agreement, Other Note or Other Agreement or the Company fails relevant Bankruptcy Event, Lender or the holder hereof may, in addition to pay all outstanding Amounts within the rights and remedies described above, pursue each and every other right, remedy, or power available to it under this five (5) business day periodNote, the interest rate on Pledge Agreement and/or available to it at law or in equity. Upon the unpaid and outstanding Loan Amount occurrence of this Note shall be increased toa default hereunder, and this Note shall bear interest at, under the Pledge Agreement or a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredBankruptcy Event, the Loan Amount of this Note Principal Amount, or such lesser amount that may be then outstanding, and accrued Interest thereon will become immediately and all other amounts past due and payable without any declaration or any act on hereunder shall accrue interest at the part rate of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lendereighteen percent (18%) per annum. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. A. The Qualifying Grantee shall be in default of this Agreement for any of the reasons specified in Sec. 8 of the Rules, and if the Qualifying Grantee fails to cause to be built and sold Affordable Housing units in accordance with this Agreement. Events of default include but are not limited to the following: (a1) If the Qualifying Grantee assigns an Event of Default Affordable Housing lot without the Town’s prior written consent; (2) the Qualifying Grantee sells an Affordable Housing unit to anyone other than an insolvency Event Eligible Buyer; (3) the Qualified Buyer fails to preserve the long-term affordability of Default) has occurred and the property that is continuing, the Lender, by notice to the Company, may declare the Loan Amount subject of this Note and all accrued interest thereon agreement; or (4) the Qualifying Grantee fails to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from comply with the Lender’s written requestAffordable Housing Development Schedule. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodof default, the interest rate on Town shall provide the unpaid Qualifying Grantee written notice of default and outstanding Loan Amount the Qualifying Grantee shall thereafter have thirty (30) days or such additional time as the Town specifies in its notice to cure. B. The Qualifying Grantee agrees that, in the event of the Qualifying Grantee’s uncured default under this Note Agreement, the Town will have no practical means of measuring its damages or other adequate remedy at law. Therefore, in the event of an uncured default, the Town shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or entitled to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and following remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equityany combination, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every any other remedies that may be available to it: i. For each Affordable Housing unit that is not constructed and sold in accordance with this agreement, the Qualifying Grantee shall be deemed to have selected cash payment as an alternative means of compliance. For each such right unit, the Qualifying Grantee shall pay the Town the applicable Maximum Target Home Price of the Affordable Housing unit that would have otherwise been constructed under this Agreement. ii. The Town shall be entitled to injunctive relief to require the Qualifying Grantee to specifically perform this Agreement. iii. For each Affordable Housing unit that is not constructed and sold to an Eligible Buyer, the Qualifying Grantee shall pay whatever fees and costs may have been waived under this Agreement. iv. The Town may refuse to grant any further development approvals required for the Project or remedy contained herein and therein related future phases until the Qualifying Grantee performs this Agreement or now or hereafter existing at lawmakes all required remedial payments. C. If the Town substantially prevails in a judicial action to enforce this Agreement, in equity, by statute or otherwisethe Town shall be entitled to its reasonable attorney’s fees.

Default Remedies. (aA) The occurrence of one or more of the following events shall constitute a material default and breach of this Lease by Tenant ("Event of Default"): (1) Failure by Tenant to make payment of any Rent, Additional Rent, or any other payment required to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) days after written notice from Landlord (which notice shall not be required to be given more than two (2) times in a calendar year); (2) The making by Tenant (or any guarantor) of any assignment or arrangement for the benefit of creditors; (3) The filing by Tenant (or any guarantor) of a petition in bankruptcy or for any other relief under Title 11 of the United States Code ("Bankruptcy Code"), or the insolvency laws of any state, or any other applicable statute ("Insolvency Laws"); (4) The levying of an attachment, execution of other judicial seizure upon the Tenant's property in or interest under this Lease, which is not satisfied or released or the enforcement thereof superseded by an appropriate proceeding within sixty (60) days thereafter; (5) The filing of an involuntary petition in bankruptcy or for reorganization or arrangement under the Bankruptcy Code or Insolvency Laws against Tenant (or any guarantor) and such involuntary petition is not withdrawn, dismissed, or discharged within sixty (60) days from the filing thereof. (6) The appointment of a receiver or trustee to take possession of the property of Tenant (or any guarantor) or of Tenant's (or any guarantor's) business or assets and the order or decree appointing such receiver or trustee shall have remained in force undischarged for thirty (30) days after the entry of such order or decree; (7) The vacating or abandonment of the Premises, provided a vacation of the Premises shall not constitute an Event of Default so long as Landlord receives thirty (30) days prior written notice of such vacation, Tenant continues to keep the Premises safe and secure, to pay all Rent and other amounts due under this Lease and to maintain the Premises as required hereunder; (8) The failure by Tenant to furnish to Landlord any statement required herein within ten (10) days after its due date; (9) The failure by Tenant to maintain any insurance required herein; (10) An assignment, subletting, pledge mortgage, or other transfer of this Lease or the Premises by Tenant, or any transfer of any interest in the Tenant in violation of Section 12 of this Lease; (11) The failure by Tenant to perform or observe any other term, covenant, agreement or condition to be performed or kept by the Tenant under the terms, conditions, or provisions of this Lease within ten (10) days of written notice from Landlord of Tenant's failure to perform or observe such obligation; provided that, for any failure which is not willful and which cannot reasonably be cured within said ten (10) day period, the cure period therefore shall be extended for such time as is reasonably necessary to effect a cure of such failure (but in no event beyond sixty (60) days after delivery of notice of such failure), on the conditions that Tenant immediately commences and diligently pursues such cure to completion, and that, promptly upon determining that the aforesaid ten (10) day cure period is inadequate, Tenant shall deliver notice to Landlord of the steps being taken to cure such default and the amount of time reasonably estimated by Tenant to effect such cure; and provided further that no notice under this Section 22 shall be required to be given for any default set forth elsewhere in this Lease pursuant to which no notice or a different form or time for notice is provided. Notwithstanding anything herein contained, the occurrence of any violation of the conditions, covenants, duties and/or obligations of Tenant herein contained, or any failure or neglect by Tenant to observe or perform any of said conditions, covenants duties or obligations, which (A) by its nature cannot be cured (or cannot be cured within the aforesaid sixty (60) day period), (B) constitutes a hazard to the health and/or safety of any occupant of or visitor to the Property (C) has caused the insurer of any policy of insurance on the Property to issue a notice of cancellation of such policy or (D) subjects Landlord to the risk of civil or criminal liability, fine, penalty or prosecution, as reasonably determined by Landlord, then the occurrence of such violation, failure or neglect shall, without demand or notice or cure period, be deemed an Event of Default; and (12) An occurrence of any of the foregoing Events of Default with respect to any guarantor of this Lease, or if any guarantor fails to perform or observe any term, covenant or condition of its guaranty of this Lease. (B) If an Event of Default shall have occurred, Landlord shall have (in addition to all other than an insolvency rights and remedies provided by law or otherwise provided by this Lease) the right, at the option of the Landlord, then or at any time thereafter while such Event of DefaultDefault shall continue, to elect any one or more of the following: (1) has occurred To continue this Lease in full force and is continuingeffect (so long as Landlord does not terminate this Lease), and Landlord shall have the right to collect Rent, Additional Rent and other charges when due for the remainder of the Lease Term; and/or (2) To cure such default or defaults at its own expense and without prejudice to any other remedies which it might otherwise have; and any payment made or expenses incurred by Landlord in curing such default with interest thereon at the Default Rate (as hereinafter defined) to be and become Additional Rent to be paid by Tenant with the next installment of Rent falling due thereafter; and/or (3) To re-enter the Premises, without notice, and dispossess Tenant and anyone claiming through or under Tenant by summary proceedings or otherwise, and remove their effects, and take complete possession of the Premises and either (a) declare this Lease terminated and the Lease Term ended, or (b) elect to continue this Lease in full force and effect, but with the right at any time thereafter to declare this Lease terminated and the Lease Term ended. In such re-entry, Landlord may, with or without process of law, remove all persons from the Premises, and Tenant hereby covenants in such event, for itself and all others occupying the Premises under Tenant, to peacefully yield up and surrender the Premises to Landlord. If Landlord elects to terminate this Lease and/or elects to terminate Tenant's right of possession, every obligation of Landlord contained in this Lease shall cease without prejudice to Tenant's Liability for all Rent, Additional Rent, and other sums owed by Tenant herein. Should Landlord declare this Lease terminated and the Lease Term ended (pursuant to Section 22(B)(3)(a) above), the LenderLandlord shall be entitled to recover from Tenant the Rent, Additional Rent, and all other sums due and owing by notice Tenant to the Companydate of termination, may declare plus the Loan Amount costs of curing all Tenant's defaults existing at or prior to the date of termination, plus the costs of recovering possession of the Premises, plus the costs of reletting the Premises including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs, plus other actual or consequential damages suffered or incurred by Landlord due to all Events of Default (including without limitation, late fees or other charges incurred by Landlord under any mortgage), plus the deficiency, if any, between Tenant's Rent and Additional Rent for the balance of the Lease Term and the rent obtained by Landlord under another lease for the Premises for the balance of the Lease Term remaining under this Note Lease on the date of termination. Should Landlord elect to continue this Lease (pursuant to Section 22(B)(3)(b) above), Landlord shall be entitled to recover from Tenant the Rent, Additional Rent and all other sums due and owing by Tenant up to the date of dispossession, plus the costs of curing all Events of Default existing at or prior to the date of dispossession, plus the Rent, Additional Rent and all other sums owed by Tenant on a continuing basis as said amounts accrue to the end of the Lease Term, less the rental which Landlord receives during such period, if any, from others to whom the Premises may be relet, plus the cost of recovering possession of the Premises, plus the costs of reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees and costs. Any suit brought by Landlord to enforce collection of such deficiency for any one month shall not prejudice Landlord's right to enforce the collection of any deficiency for any subsequent month in subsequent separate actions, or Landlord may defer initiating any such suit until after the expiration of the Lease Term ( in which event such deferral shall not be construed as a waiver of Landlord's rights as set forth herein and Landlord's cause of action shall be deemed not to have accrued interest thereon until the expiration of the Lease Term), and it being further understood that if Landlord elects to bring suits from time to time prior to reletting the Premises, Landlord shall be entitled to its full damages through the date of the award of damages without regard to any rent, additional rent or other sums that are or may be projected to be immediately due and payable, and received by Landlord upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from a subsequent reletting of the Lender’s written requestPremises. In the event that Landlord relets the Company fails Premises together with other premises or for a term extending beyond the scheduled expiration of the Lease Term, it is understood that Tenant will not be entitled to pay apply against Landlord's damages any rent, additional rent or other sums generated or projected to be generated by either such other premises or the period extending beyond the scheduled expiration of the Lease Term. Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In lieu of the amounts recoverable by Landlord pursuant to the two immediately preceding paragraphs but in addition to other remedies and amounts otherwise recoverable by Landlord in this Lease, Landlord may, at its sole election, (i) terminate this Lease, (ii) collect all outstanding Amounts within this five Rent, Additional Rent, and other sums due and owing by Tenant up to the date of termination, and (5iii) business day periodaccelerate and collect Rent, Additional Rent and all other sums required to be paid by Tenant through the interest rate on remainder of the unpaid and outstanding Loan Amount of this Note Lease Term ("Accelerate Rent"), which Accelerated Rent shall be increased to, and this Note shall bear discounted to present value using an interest at, a monthly rate equal to one and a half five percent (1.55.0%) per annum ("Present Value Accelerated Rent"). Landlord shall use commercially reasonable efforts to relet and rent the Premises with or without advertising for the remainder of the Lease Term, or for such longer or shorter period as Landlord shall deem advisable. In the event Landlord is successful in reletting the Premises for any part of the remainder of the Lease Term, and provided Tenant has paid to Landlord all sums required to be paid by Tenant pursuant to this paragraph, Landlord shall forward to Tenant the rent associated with such reletting ("Reletting Rent") as and when the Reletting Rent is collected by Landlord. Notwithstanding the previous sentence, Landlord shall forward to Tenant any Reletting Rent only (i) after Landlord has first been reimbursed from the Reletting Rent for any and all costs associated with such reletting including, but not limited to repairs to the Premises, costs to prepare and refinish the Premises for reletting, leasing commissions, rental concessions, and legal fees; and (ii) until the earlier of (a) the last day of the Lease Term, or (b) the point in time Tenant has been reimbursed, in the aggregate, an amount equivalent to the Present Value Accelerated Rent actually paid to Landlord pursuant to this paragraph. In no event shall Landlord be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the Premises or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until collect any rent due upon such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderreletting. (bC) No course Tenant, on its own behalf and on behalf of dealing all persons claiming through or delay or failure on the part of the Lender to exercise under Tenant, including all creditors, does hereby specifically waive and surrender any right under this Section shall operate and all rights and privileges, so far as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent is permitted by law, for which Tenant and all reasonable costs and expensessuch persons might otherwise have under any present or future law (1) to the service of any notice to quit or of Landlord's intention to re-enter or to institute legal proceedings, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in which notice may otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended be required to be exclusive given, (2) to redeem the Premises, (3) to re-enter or repossess the Premises, (4) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any other right court or remedy contained herein judge, or existing at lawany re-entry by Landlord, in equity, by statute or otherwise, and every such right any expiration or remedy termination shall be cumulative and shall be by operation of law or pursuant to the provisions of this Lease, or (5) which exempts property from liability for debt or for distress for rent. Tenant hereby consents to the exercise of personal jurisdiction over it by any federal or local court in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, the jurisdiction in equity, by statute or otherwisewhich the Premises is located.

Default Remedies. (a) If an Event The occurrence of Default one or more of the following events shall constitute a default of this Lease by Tenant: (1) The abandonment of the premises by Tenant or absence of Tenant from premises for thirty (30) days or longer while failing to comply with any provision of this Lease. (2) The failure by Tenant to make any payment of rent or other payment required to be made by Tenant under this Lease when due. (3) The failure by Tenant to observe or perform any provision of this Lease other than an insolvency Event the payment of Defaultmoney where such failure continues for a period of thirty (30) has occurred days after written notice thereof from Landlord to Tenant. This notice shall be in lieu of, and is continuingnot in addition to, any notice required under Arizona law. (i) The making by Tenant of any general assignment for the Lender, benefit of creditors; (ii) the filing by notice or against Tenant of a petition under the United States Bankruptcy Code unless dismissed within thirty (30) days; (iii) the appointment of a receiver or trustee to take possession of substantially all of Tenant's assets located at the Company, may declare the Loan Amount premises or of this Note and Lease where possession is not restored to Tenant within thirty (30) days; (iv) the attachment, execution or other judicial seizure of substantially all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate of Tenant's assets located on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent premises where such seizure is not discharged within thirty (1.5%30) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderdays. (b) No course In the event of dealing any default by Tenant as defined above. Landlord may exercise one or delay more of the following remedies in addition to any remedy provided for at law or failure equity: (1) With or without notice or process of law and using such force as Landlord may deem reasonably necessary under the circumstances, and without terminating this Lease or relieving Tenant of any obligation hereunder, Landlord may re-enter and take possession of the premises and of all property located therein. Under no circumstances shall Landlord be liable in damages or otherwise by reason of the exercise by Landlord of any such re-entry or eviction, or by reason of the exercise by Landlord of any other remedy provided in this subparagraph (b). (2) In the event that Landlord recovers possession of the premises without termination of this Lease, Tenant shall pay to Landlord all sums due under this Lease on the part dates due as if Tenant remained in possession of the Lender premises. (3) Landlord may recover from Tenant, and Tenant shall pay upon demand, all expenses incurred in recovering possession of the premises, repairing and altering the premises for reletting, and attempting to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice relet the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensespremises, including but not limited to reasonable attorneys’ commissions and attorney fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No The remedies described in subparagraph (b) are cumulative and in addition to any remedy at law or in equity. The filing of an action by Landlord against Tenant requesting under one or more remedies shall not be deemed an election of that remedy or remedies to the exclusion of all others. (d) Landlord shall be under no obligation to observe or perform any duty imposed by this Lease which accrues after the date of any default by Tenant. (e) The failure or delay of Landlord in exercising any right or remedy herein conferred upon the Lender is intended to shall not be exclusive construed as a waiver of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, of any default by statute or otherwiseTenant.

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

Default Remedies. (a) If If, at any time on or before the time of an Event of Default applicable Closing on the applicable Closing Date, Seller fails or refuses to perform its obligations hereunder as and when provided in this Contract, as applicable, and such failure is not cured within ten (other than an insolvency Event of Default10) has occurred days from notice by Buyer to Seller, then and is continuing, the Lender, in any such case Buyer may (A) by written notice furnished to Seller and to the CompanyEscrow Agent, may declare the Loan Amount of terminate this Note and all accrued interest thereon to be immediately due and payableContract, and upon any in such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails Escrow Agent shall promptly return the Deposit (or remaining balance thereof if applicable) to Buyer, Seller shall pay the expenses of the Escrow Agent (including all outstanding Amounts within this five (5title charges) business day period, through the interest rate on the unpaid date of such termination and outstanding Loan Amount Buyer may seek monetary damages for all actual out of this Note shall be increased to, pocket costs and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or expenses incurred by Buyer prior to the maximum rate permitted by law date of Seller’s failure or refusal to perform its obligations under this Contract, or (the "Default Rate"B) from the expiration enforce specific performance of the five (5) business day period until such unpaid and outstanding Loan Amount of Seller’s obligations under this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderContract. (b) No course If a Closing does not occur because of dealing or delay or failure on the part of the Lender to exercise any right a default by Buyer under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseAgreement, and every if such right default is not cured within ten (10) days from notice by Seller to Buyer, then: (i) this Agreement shall terminate; (ii) the Deposit (or remedy remaining balance thereof if applicable) shall be cumulative paid to and retained by Seller as liquidated damages; and (iii) Seller and Buyer shall be in addition have no further obligations to every other such right or remedy contained herein and therein or now or hereafter existing at laweach other. BUYER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, in equityTHAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING SHOULD FAIL TO OCCUR AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND BUYER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, by statute or otherwiseAT LAW AND IN EQUITY, FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Default Remedies. (a) If an Upon the occurrence and during the continuance of any Event of Default (other than an insolvency Event of Default) has occurred and is continuingspecified in Section 7.1(a)-(m), the Lender, by notice to the Company, Lender at its option may declare the Loan Amount of Note (principal, interest and other amounts) and any other amounts owed to Lender under this Note and all Agreement, including without limitation any accrued interest thereon to be immediately due and payablebut unpaid Commitment Fee, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without notice or demand of any declaration or kind. Upon the occurrence of any act Event of Default specified in Section 7.1(n)-(o), the Note (principal, interest and other amounts) and any other amounts owed to Lender under this Agreement, including without limitation any accrued but unpaid Commitment Fee, shall be immediately and automatically due and payable without action of any kind on the part of any Lender. Such declaration Upon the occurrence and during the continuance of acceleration any Event of Default, any obligation of Lender to make any Loan shall immediately and automatically terminate without action of any kind on the part of Lender, and Lender may be rescinded exercise any rights and past defaults may be waived by remedies under this Agreement, the LenderNote, any related document or instrument, and at law or in equity. (b) Lender may, by written notice to Borrower, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Lender and Borrower shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No course of dealing or failure to exercise, and no delay or failure in exercising, on the part of Lender of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the Lender to exercise of any right under this Section shall operate as a waiver of such right other right, power or otherwise prejudice the Lender’s rights, powers and remediesprivilege. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs rights and expenses, including but remedies of Lender herein provided are cumulative and not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right rights or remedy contained herein or existing at remedies provided by law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (ac), (d), (e), (f) If or (g) of Section 4.1, an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by Lender to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of twenty-two percent (1.522%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). For the "avoidance of doubt, Lender may continue making Redemption Conversions at any time following a Trigger Event or Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Lender need not provide, and accrued Interest thereon will become immediately due and payable without Borrower hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to exercise this Section 4.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate as a waiver of such right or otherwise prejudice the limit Lender’s rightsright to pursue any other remedies available to it at law or in equity including, powers and remedies. The Company will pay or reimburse without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Lender, Note as required pursuant to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms hereof. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event Upon the happening of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act default on the part of Lessee, Lessor, at any Lender. Such declaration time thereafter, and prior to the curing of acceleration such default, may: (i) with or without notice or demand declare the term hereof ended and re-enter the leased premises or any part thereof (with or without process of law) and expel or remove therefrom Lessee and all parties occupying the same or any of them, using such force as may be rescinded necessary to do so, and past again repossess and enjoy the same without prejudice to any remedies that Lessor might otherwise have by reason of such default; or (ii) re-enter the leased premises at its option, without declaring the lease term ended, and relet the whole or any part thereof for the account of Lessee on such terms and conditions and at such rent as may then prevail for comparable property, collecting such rent and applying it on the amount due from Lessee hereunder and on the expense of reletting and on any other damage or expense so sustained by Lessor, or on any such item or items, recovering from Lessee the difference between the proceeds of such reletting and the amount of the rentals reserved hereunder, which sum Lessee agrees to pay upon demand. Should Lessor terminate this lease by reason of any such default by Lessee, Lessor may thereupon recover from Lessee the worth, at the time of such termination, of the excess, if any, of the amount of rent and charges equivalent to rent reserved herein for the balance of the term over the then reasonable rental value of the leased premises for the same period. Lessor will not, by any re-entry or other act, be deemed to have terminated this lease, or the liability of Lessee for the total rent hereunder or any installment thereof then due or thereafter accruing or for damages, unless Lessor notifies Lessee in writing that Lessor has so elected to terminate the lease. In addition to the foregoing remedies, Lessor may rectify any defaults may of Lessee and add to the rent to be waived paid hereunder, and to any installment or installments thereof thereafter becoming due. If any installment of rent or any other payment is not paid promptly when due it will bear interest at 18% per annum from the date on which it becomes due until paid, but this provision is not intended to relieve Lessee from any default in the making of any payment at the time and in the manner herein specified. The foregoing interest, expenses and damages will be recoverable from Lessee by the Lender. (b) No course exercise of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesLessor's remedies hereinabove set forth. The Company remedies of Lessor specified herein will pay or reimburse the Lender, be cumulative as to each default to the extent permitted allowed by law. Upon the happening of any such event of default by Lessor, Lessee, at any time thereafter, and prior to the curing of such default, may: (i) declare the term hereof ended; (ii) ▇▇▇ ▇▇▇▇▇▇ for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note damages; (iii) ▇▇▇ ▇▇▇▇▇▇ for specific performance; or in otherwise enforcing (iv) exercise any of the Lender's rights hereunder. (c) No right or remedy remedies as may be allowed by law or equity. The remedies of Lessee specified herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall will be cumulative and shall be in addition as to every other such right or remedy contained herein and therein or now or hereafter existing at each default to the extent allowed by law, in equity, by statute or otherwise.

Default Remedies. A. Lessee shall be in default hereunder if (ai) If an Event Lessee fails to pay in full when due the Base Rent, as adjusted from time to time as herein provided, any Additional Rent hereunder, or any other sums payable under this Lease; (ii) Lessee fails to observe and perform any of Default (other than an insolvency Event of Default) has occurred and is continuingthe terms, the Lender, by notice to the Company, may declare the Loan Amount covenants and/or conditions of this Note Lease not contemplated by clauses (i) or (iii) of this sentence and such default shall continue for more than ten ( l 0) days after written notice from Lessor to Lessee; or (iii) the Premises shall be abandoned, deserted or vacated at any time during the Term of this Lease. The Premises and trade fixtures, equipment and furniture situated thereon shall be conclusively deemed abandoned by ▇▇▇▇▇▇ upon fifteen (15) consecutive days absence from the Premises by Lessee or its agents (unless such absence results from fire or other casualty) together with the failure to pay all accrued interest thereon rent due hereunder. In such event Lessor may enter the Premises and may remove all remaining trade fixtures and equipment at ▇▇▇▇▇▇'s expense. All such property shall, at Lessor's option, become the property of Lessor, or said property may be placed in storage at Lessee's cost and expense, or sold or otherwise disposed of, in which event the proceeds of such sale or other disposition shall belong to Lessor. Default shall also occur if at any time during the Term there shall be immediately due and payablefiled by or against Lessee or its permitted successors, and upon or assigns, then in possession of the Premises, in any such declarationcourt pursuant to any statute either of the United States or of any state or foreign jurisdiction, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five a petition ( l) in bankruptcy, (2) alleging insolvency, (3) for reorganization, (4) for the appointment of a receiver, or (5) business days from for an arrangement under the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodBankruptcy Acts or Codes, the interest rate on the unpaid and outstanding Loan Amount or if a similar type of this Note proceeding shall be increased tofiled and said proceeding is not set aside, vacated, discharged or bonded within thirty (30) days after the institution of same, then Lessor may terminate ▇▇▇▇▇▇'s rights under this Lease by notice in writing to Lessee, and this Note thereupon Lessee shall bear interest atimmediately quit and surrender the Premises to Lessor, a monthly rate equal but Lessee shall continue to one be liable for the payment of Rent and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any other sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

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

Default Remedies. If Lessee defaults in the payment of rent when due, or in the performance of any agreement, covenant or condition of this Lease, or abandons or vacates the demised premises prior to the end of the term of the Lease, then Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default or breach: (a) If an Event accelerate the rent for the term which would remain hereunder but for the default of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableLessee, and upon terminate Lessee’s right to possession of the demised premises by any such declarationlawful means, such Loan Amount in which case this Lease shall terminate and accrued interest Lessee shall thereupon become due and payable immediately within five (5) business days from surrender possession of the Lender’s written requestdemised premises to Lessor. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodsuch event, the interest rate on the unpaid and outstanding Loan Amount of this Note Lessor shall be increased toentitled to recover from Lessee all damages incurred by Lessor by reason of Lessee’s default, and this Note shall bear interest atincluding, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to to, the cost of recovering possession of the demised premises, expenses of reletting, reasonable attorneys’ fees, incurred by any real estate commission actually paid, and any unpaid rent for the Lender in collecting any sums due on this Note or in otherwise enforcing any balance of the Lender's current term less the amount of rental actually received by Lessor; (b) maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the demised premises. In such event, Lessor shall be entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder.; (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of pursue any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing available to Lessor under the law. In the event of assignment for the benefit of his creditors or the adjudication of Lessee in bankruptcy, either as a result of voluntary or involuntary petition, at lawthe Lessor’s option the term of this Lease shall terminate, in equityand this Lease shall thereupon be cancelled and become of no further force and effect. Lessee hereby waives and renounces any and all homestead and exemption rights he may now have or hereafter acquire as against payment of rent hereunder, by statute or otherwiseany other obligation or damage that may accrue under the terms of this Lease.

Default Remedies. (a) If an Event A. Either party may terminate this Agreement upon the other party's failure to comply with any term or condition of Default (other than an insolvency Event this Agreement, as long as the terminating party is not in default of Default) has occurred and is continuingany term or condition of this Agreement at the time of termination. To effect termination, the Lenderterminating party shall provide the defaulting party with a written "Notice of Termination" stating its intent to terminate and describing all terms and conditions with which the defaulting party has failed to comply. If the defaulting party has not remedied its default within thirty (30) days after receiving the Notice of Termination, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest Agreement shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestautomatically terminate. In addition, the event initiation, either by Proposer or against Proposer, of proceedings in bankruptcy, or other proceedings for relief under any law for the Company fails relief of debtors, or Proposer becoming insolvent, admitting in writing its inability to pay all outstanding Amounts within its debts as they mature or making an assignment for the benefit of creditors shall constitute a default by Proposer entitling the District to terminate this five (5) business day periodAgreement as set forth above. The parties agree that this Agreement is an executory contract. If, after termination by the District, it is determined that the Proposer was not in default, or that the default was excusable, the interest rate on rights and obligations of the unpaid and outstanding Loan Amount of this Note parties shall be increased to, the same as if the termination had been issued for the convenience of the District. The rights and remedies in this Note shall bear interest at, a monthly rate equal provision are in addition to one any other rights and a half percent (1.5%) or to the maximum rate permitted remedies provided by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of or this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be Agreement. B. Unless specifically waived by the LenderDistrict, the Proposer’s failure to timely comply with any obligation in this Agreement shall be deemed a breach of this Agreement and the expenses and costs incurred by the District, including attorney fees and costs and attorney fees and costs on appeal, due to said breach shall be borne by the Proposer. Additionally, the District shall not be limited by the above but may avail itself of any and all remedies under Florida law for any breach of this Agreement. (b) No course C. A waiver, at any time, by the District of dealing Proposer's breach of, or delay or failure on the part default in, any of the Lender terms, provisions and obligations of this Agreement will not be construed to exercise any right under this Section shall operate as be a waiver of such right any other terms, provisions, and obligations hereof or otherwise prejudice the Lender’s rights, powers and remediesa waiver of any breach or default other than specifically waived. The Company District's failure at any time to compel a fulfillment of any one or more of the terms, provisions or obligations under this Agreement will pay or reimburse the Lender, not be construed to the extent permitted by law, for all reasonable costs and expenses, including but not limited be a waiver of District's right thereafter to reasonable attorneys’ fees, incurred enforce any such right. No waiver by the Lender District will be deemed to have been made unless expressed in collecting any sums due on this Note or in otherwise enforcing any of writing and signed by the Lender's rights hereunderDistrict. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. There shall be an "event of default" hereunder and the Landlord may immediately terminate this Lease if: (a1) If an Event Tenant shall fail to pay any installment of Default Rent on the date due, and if such failure continues for a period of ten (10) days after written notice of such failure from Landlord; (2) Tenant shall fail to perform any of the terms, covenants, conditions and provisions of this Lease on Tenant's part to be performed (other than an insolvency Event the covenants for the payment of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableRent), and upon any such declarationbreach or noncompliance continues for a period of fifteen (15) days after written notice from Landlord, or if such Loan Amount and accrued interest shall thereupon become due and payable immediately breach or noncompliance cannot reasonably be cured within five such fifteen (515) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, Tenant does not in good faith commence to cure such breach or noncompliance within such fifteen (15) day period or does not diligently pursue the interest rate on same to completion; or (3) Tenant is adjudicated a bankrupt, makes a general assignment for the unpaid benefit of its creditors, or invokes the benefit of any insolvency act, or if a permanent receiver or trustee in bankruptcy is appointed for ▇▇▇▇▇▇'s property and outstanding Loan Amount such appointment is not vacated within thirty (30) days. If an event of default described in this Note Section shall occur, then at Landlord’s option to be increased toexercised by written notice to Tenant, and this Note Lease shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to terminate as completely as if the maximum rate permitted by law (date specified in such notice were the "Default Rate") from date herein fixed for the expiration of the five (5) business day period until such unpaid Term by lapse of time, and outstanding Loan Amount of this Note is repaid in full▇▇▇▇▇▇ shall then quit and surrender the Premises to Landlord. If an insolvency Event this Lease so terminates, it shall be lawful for Landlord, at its option, without formal demand or notice of Default has occurredany kind, to re-enter the Premises by summary dispossess proceedings, or by any other lawful means, and to remove Tenant therefrom without being liable for any damage therefore. notwithstanding such termination, as provided in this Section, and such reentry by Landlord, or if Landlord dispossesses Tenant by summary proceedings, or otherwise, the Loan Amount obligations of this Note Tenant shall survive and accrued Interest thereon will become immediately due Tenant shall remain liable for all of its obligations hereunder for the balance of the Term, and payable without any declaration shall reimburse Landlord for all such actual costs and expenses as Landlord may sustain or incur for attorneys', architects' and accountants' fees and disbursements, brokerage, and/or putting the Premises in good order, and for preparing the same for re-rental (including contributions to the cost of tenant alterations and installations and so-called "work-letter" expenses in connection therewith); and Landlord may re-let the Premises, or any act part or parts thereof, either in the name of Landlord, or otherwise, as agent for Tenant, on such conditions and for such term or terms as Landlord may deem advisable, if Landlord so elects, which terms may at Landlord's option be less than or exceed the unexpired period which would otherwise have constituted the remainder of the Term, and may grant rent concessions and other credits to the tenants (including credits or allowances to accommodate to the cost of tenant-installations and improvements and so-called "work-letter" commitments in connection therewith), and may charge a greater or lesser rental than that reserved in this Lease; and Tenant or the legal representatives of Tenant shall pay to the Landlord, as liquidated and agreed current damages for the failure of Tenant to observe and perform this Lease, and ▇▇▇▇▇▇'s undertakings and obligations hereunder, any deficiency between the Rent hereby reserved and/or covenanted to be paid, including all other charges required to be paid by Tenant hereunder, and the net amounts, if any, of the rents collected on account of such re-lettings of the Premises for each month of the period which would otherwise have constituted the unexpired Term, if this Lease had remained in effect. The failure or refusal of Landlord to re-let the Premises, or any part or parts thereof, shall not release or affect Tenant's liability for Rent and/or damages. In computing such current damages (the “deficiency”) there shall be added all such actual costs and expenses as Landlord may sustain or incur in connection with re-letting, such as attorneys', architects' and accountants' fees and disbursements, brokerage commissions, advertising expenses, and the cost to keep and maintain the Premises in good order and repair, and to prepare the same for re-letting, including contributions to the cost of tenant alterations and installations, and "work- letter" expenses in connection therewith, if any. Tenant shall pay such deficiency to Landlord monthly, in advance, on the part of days on which the Rent would have been payable under this Lease if this Lease were still in effect, and Landlord shall be entitled to recover from Tenant each monthly deficiency as the same shall arise or accrue. At any Lender. Such declaration of acceleration may time after any such expiration or termination, whether or not Landlord shall have collected any monthly deficiencies, as aforesaid, Landlord shall be rescinded entitled to recover from Tenant, and past defaults may be waived by Tenant shall pay to Landlord, on demand as and for liquidated and agreed final damages for ▇▇▇▇▇▇'s default, an amount equal to the Lender. (b) No course of dealing or delay or failure on the part then present worth of the Lender to exercise any right excess of the Rent and other charges reserved under this Section shall operate as a waiver Lease from the date of such right expiration or termination for what would have been the then- unexpired Term if the same had remained in effect. Landlord, in putting the Premises in good order or preparing the same for re-rental may, at Landlord's option, make such alterations, repairs, replacements, and/or decorations in the Premises as Landlord, in Landlord's sole judgment, considers advisable and necessary for the purpose of re-letting the Premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable or responsible for any failure to re-let the Premises, or any part thereof, or, if the Premises are re-let, for failure to collect any rent due upon any such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of the total rental collected over the sums otherwise prejudice the Lender’s rightspayable by Tenant to Landlord hereunder. Tenant hereby waives, powers and remedies. The Company will pay or reimburse the Lender, to the extent so far as permitted by law, the service of any notice of intention to enter or re- enter provided for in any statute, or the institution of legal proceedings to that end; and Tenant, for itself, and for and on behalf of any and all reasonable costs and expensespersons claiming through or under Tenant (including, including but not limited to, any creditors of Tenant, any subtenant, any assignee for the benefit of creditors of either, or, to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or fullest extent now or hereafter existing at permitted by law, any receiver or trustee of Tenant or any subtenant, or of the assets of either) also waives any and all rights of redemption or re-entry or repossession or to redeem or restore the operation of this Lease if ▇▇▇▇▇▇ is dispossessed by a judgment or by a warrant or order of any court or judge, or case of entry, re-entry, or repossession by Landlord, or in equitycase of any expiration or termination of this Lease. Landlord and Tenant also, so far as permitted by law, hereby waive and will waive any and all right to a trial by jury if summary dispossess proceedings are instituted by Landlord, and in any action, proceeding or counterclaim brought by either Landlord or Tenant against the other on any matters whatsoever arising out of, or in any way connected with this Lease, including, but not limited to, the relationship of Landlord and Tenant, ▇▇▇▇▇▇'s use or occupancy of the Premises, or any claim of injury or damage. The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease, are not restricted to their technical legal meanings. Tenant waives any legal requirement for notice of intention to re-enter and any right of redemption otherwise available to Tenant, whether by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, Lender may demand immediate repayment of all outstanding Advances (including any PIK Amount), together with any unpaid accrued interest and fees, and may, subject to Applicable Law, in whole or in part, without further notice to Borrower (i) determine Borrower to be in default (however described) under any and all Contracts, (ii) terminate, accelerate, liquidate or close out any Loan, Commitment and/or Contract, or take any action or step that will entitle Lender to do any of the foregoing, (iii) net, set off and/or recoup any and all of the Obligations of Lender to Borrower arising under any Contract or under Applicable Law (whether matured or unmatured, fixed or contingent, liquidated or unliquidated) against any and all Obligations of Borrower to Lender, by notice to the Company, may declare the Loan Amount of this Note (iv) exercise any and all accrued interest thereon to be immediately due and payablerights remedies under any Contract or other agreement or Applicable Law, and upon (v) take any such declarationother action permitted under any Contract, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the by law or in equity to protect, preserve or enforce Lender’s written request. In the event the Company fails to pay all outstanding Amounts within rights under this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in fullAgreement. If an insolvency Event of Default has occurredoccurred and while such is continuing, Borrower shall be liable for interest on any sum not paid when due for the Loan Amount of this Note period beginning on its due date and accrued Interest thereon will become immediately due and payable without any declaration or any act ending on the part date of any Lenderits receipt by L▇▇▇▇▇, both before and after judgment, if obtained. Such declaration of acceleration may interest shall be rescinded and past defaults may be waived by calculated from time to time at the Lender. (b) No course of dealing or delay or failure on the part of the Lender rate per annum ordinarily charged to exercise any right Borrower plus 2% per annum. All interest payable under this Section 9, if not paid when due, shall operate as be added to the overdue sum at the close of a waiver of such right or otherwise prejudice the Lender’s rights, powers Lender charge period and remediesshall itself bear interest accordingly. The Company will pay or reimburse provisions of this Section 9 are exclusively for the Lender, benefit and protection of L▇▇▇▇▇ and B▇▇▇▇▇▇▇ agrees that L▇▇▇▇▇ has no obligation to the extent Borrower to take any action permitted by law, for all reasonable costs and expenses, including but not limited this Section 9. B▇▇▇▇▇▇▇ explicitly waives any rights to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note challenge or in otherwise enforcing any of the Lender's dispute L▇▇▇▇▇’s rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. The occurrence of any of the following events or circumstances shall constitute a “Default” hereunder: (ai) If an Event of Default (any Credit Party shall have failed to pay when due any principal payable pursuant to any Note or any other than an insolvency Event of Default) has occurred and is continuingObligation payable pursuant to this Agreement or any other Financing Document, in each case when the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to same becomes or shall be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become declared due and payable immediately within five (5whether at stated maturity, by acceleration or otherwise), or (ii) business days from the Lender’s written request. In the event the Company fails any Credit Party shall have failed to pay all outstanding Amounts within when due any interest payable pursuant to any Note or any other Obligation payable pursuant to this five (5) business day periodAgreement or any other Financing Document, in each case when the interest rate on the unpaid and outstanding Loan Amount of this Note same becomes or shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately declared due and payable without any declaration (whether at stated maturity, by acceleration or any act otherwise), which failure (in the case of clause (ii)) shall have continued unremedied for at least three Business Days after the date on the part of any Lender. Such declaration of acceleration may which such payment is required to be rescinded and past defaults may be waived by the Lender.made, (b) No course other than with respect to payments under the Financing Documents: (i) the Borrower or any Restricted Subsidiary shall default (as principal, guarantor or other surety) in the payment of dealing any principal of, interest on, or delay premium, guaranty fees or failure on other fees payable with respect to any credit-enhancement for, any Indebtedness or Contingent Obligation, which Indebtedness or Contingent Obligation is for a principal amount of at least $10,000,000 in the part aggregate (or its equivalent in any other currency) (“Material Obligations”), and such default shall have continued for more than any applicable period of grace, (ii) any other event shall occur or condition shall exist in respect of any Material Obligation that results in (or permits the applicable creditor to cause) the acceleration of the Lender Borrower’s or any Restricted Subsidiary’s obligation to exercise pay all or any right under this Section shall operate as a waiver portion of such right Material Obligations or (iii) any Material Obligation shall be required to be redeemed, purchased or defeased (or similarly satisfied) before its otherwise prejudice scheduled payment date (or an offer to redeem, purchase or defease (or similarly satisfy) such Material Obligations shall be required to be made), in each case before the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder.scheduled payment date, (c) No right any representation or warranty made by or on behalf of any Credit Party or any Credit Party Affiliate in this Agreement, any other Financing Document or any notice or other certificate, document, Financial Statement or other statement delivered pursuant hereto or thereto shall have been untrue or incorrect in any respect when made or deemed made, (d) any Credit Party shall have failed to observe or perform any term or covenant set forth in Section 6.1(a), (g), (h),(i), (j), (l) or (p) or in Section 6.2, (e) except as specifically provided in clauses(a), (b) and (d), any Credit Party shall have failed to observe or perform any other agreement, covenant or provision contained in this Agreement, any other Financing Document or any document delivered pursuant hereto or thereto, and such failure (unless not capable of remedy herein conferred upon in the Lender reasonable opinion of the Required Lenders) shall have continued unremedied for at least 30 days after the earlier of: (i) such Credit Party’s receipt of written notice of the occurrence thereof or (ii) the date on which such Credit Party shall (or should) have obtained knowledge of such failure), (f) any Governmental Approval required: (i) to enable any Credit Party lawfully to enter into and perform its obligations under the Financing Documents to which it is intended a party, (ii) to enable any Credit Party to operate its business, (iii) to enable any Financing Party to exercise any of the rights expressed to be exclusive granted to it in the Financing Documents and/or (iv) to ensure the legality, validity, enforceability and/or admissibility in evidence in México and/or New York of any of the Financing Documents shall not be obtained or shall cease to be in full force and effect in any respect, (i) any Transaction Document at any time and for any reason terminates or otherwise ceases to be in full force and effect (other right than any scheduled expiration thereof), or remedy contained herein any Transaction Document is declared to be void, or existing any Person shall issue a notice of termination under any Material Document; provided that the termination of any Material Document or other failure of any such document to remain in full force and effect (or any such issuance of a notice thereof) shall not constitute a Default unless such event, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change; or (ii) any Credit Party or any other Person repudiates, or contests the validity or enforceability of, any Transaction Document to which it is a party, (h) any Expropriation Event shall occur, (i) with respect to the Borrower or any Restricted Subsidiary, either: (i) it shall commence a voluntary case, proceeding or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of payments, concurso mercantil or relief of debtors seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or other similar official of it or for any part of its Property, (ii) an involuntary case, proceeding or other action of a nature referred to in clause (i) shall be commenced against it that shall: (A) result in the entry of an order for relief of any such adjudication or appointment or (B) not have been discharged within 60 days from the commencement thereof, (iii) an involuntary case, proceeding or other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar process (excluding precautionary attachment) against any substantial part of its Property that shall result in the entry of an order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, (iv) there shall be commenced against it any extra-judicial liquidation proceedings under any Applicable Law of any jurisdiction, which proceedings could reasonably be expected to result in its liquidation, (v) it shall admit in writing its inability to pay its debts as they become due, (vi) it shall make a general assignment for the benefit of its creditors or (vii) it shall take any corporate (or similar) action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the foregoing acts, (j) any court, other Governmental Authority or arbitrator shall enter against the Borrower or any Restricted Subsidiary: (i) a final non-payment judgment, decree or order that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Change or (ii) a final judgment, decree or order for the payment of money in an amount that, when aggregated with the amount of all other unsatisfied final judgments, decrees or orders against the Borrower and the Restricted Subsidiaries (collectively), exceeds $10,000,000 (or its equivalent in any other currency), and (in case of both clause (i) and (ii)) either: (A) such judgment, decree or order is not stayed or discharged within 45 days after entry thereof or (B) there shall be any period of at lawleast 45 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect, (k) a Change of Control shall occur, (l) the ownership or possession of Capital Stock of any Credit Party by any Person shall contravene the Foreign Investment Law, (m) the government of México, the SCT, the COFETEL or any other Governmental Authority shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew a Material Concession or any other material Governmental Approval, (ii) issue an administrative resolution to revoke, terminate, materially suspend, materially and adversely modify, withdraw or fail to renew a Material Concession or any other material Governmental Approval or (iii) issue any other rule or decree resulting in the revocation, the termination, any suspension that is not partial, temporary and non-material, any material and adverse modification or the withdrawal of a Material Concession or any other material Governmental Approval; provided that, without limiting the generality of the foregoing, the issuance by the SCT of any or several administrative notices, sanctions or actions pursuant to Article 38 of the Federal Telecommunications Law relating to any event described in paragraphs I, V, VI and VII thereof shall not constitute a Default under clauses (i), (ii) or (iii) unless and until any such notice, action or sanction results in any of the events described in such clauses, (n) any change in or the withdrawal or modification of any Applicable Law occurs, including the imposition of applicable foreign exchange control regulations, that, individually or in the aggregate, in equitythe reasonable opinion of the Required Lenders has resulted in, by statute or otherwisecould reasonably be expected to result in, a Material Adverse Change, (o) the Obligations shall cease to rank at least pari passu with the present and every such right future senior unsecured and unsubordinated Indebtedness and Contingent Obligations of any Credit Party, or (p) there shall occur any governmental action: (i) asserting a general moratorium or remedy shall be cumulative and shall be (ii) changing or restricting the currency (or the conversion thereof) in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisewhich any Credit Party may pay its obligations.

Default Remedies. (a) If an Event The following events shall be deemed to be events of Default default by Licensee under this Agreement: (other than an insolvency Event i) Licensee shall fail to pay any sum of Defaultmoney due hereunder and such failure shall continue for a period of twenty (20) has occurred and is continuing, days after the Lender, by notice due date thereof; (ii) Licensee shall fail to the Company, may declare the Loan Amount comply with any provision of this Note Agreement not requiring the payment of money, all of which terms, provisions and all accrued interest thereon to covenants shall be immediately due and payabledeemed material, and upon such failure shall continue for a period of thirty (30) days after written notice of such default is delivered to Licensee; (iii) Licensee shall become insolvent or unable to pay its debts as they become due, or Licensee notifies the City that it anticipates either condition; (iv) Licensee takes any action to, or notifies the City that Licensee intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any State thereof; or a petition shall be filed against Licensee under any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five statute; or (5v) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note A receiver or trustee shall be increased toappointed for Licensee’s license interest hereunder or for all or a substantial part of the assets of Licensee, and this Note shall bear interest at, a monthly rate equal to one and a half percent such receiver or trustee is not dismissed within sixty (1.5%60) or to the maximum rate permitted by law (the "Default Rate") from the expiration days of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderappointment. (b) No course Upon the occurrence of dealing any event or delay events of default by Licensee, whether enumerated in this paragraph 11 or failure not, the City shall have the option to pursue any remedies available to it at law or in equity without any additional notices to Licensee. The City’s remedies shall include, but not be limited to, the following: (i) termination of this Agreement, in which event Licensee shall immediately surrender the Premises to the City; (ii) entry into or upon the Premises to do whatever Licensee is obligated to do under the terms of this License, in which event Licensee shall reimburse the City on demand for any expenses which the part of the Lender to exercise any right City may incur in effecting compliance with Licensee’s obligations under this Section shall operate as a waiver License, but without rendering the City liable for any damages resulting to Licensee or the Facilities from such action; and (iii) pursuit of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, all other remedies available to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note City at law or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwiseincluding, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at lawwithout limitation, in equity, by statute or otherwiseinjunctive relief of all varieties.

Default Remedies. (a) A. If an Event Tenant defaults in fulfilling any of Default (the covenants of this Lease, other than an insolvency Event the covenants for the payment of Defaultrent, or in making any other payment herein provided, or if the leased premises become vacant or deserted, or if the leased premises are damaged by reason of negligence or carelessness of Tenant, its agents, employees, or invitees, then, in any one or more of such events, upon Landlord serving a written ten (10) has occurred and is continuing, business days’ notice upon Tenant specifying the Lender, by notice to the Company, may declare the Loan Amount nature of this Note and all accrued interest thereon to be immediately due and payablesaid default, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five the expiration of said ten (510) business days from days, if Tenant shall have failed to comply with or remedy such default, or if the Lender’s written request. In said default or omission complained of shall be of such a nature that the event the Company fails to pay all outstanding Amounts same cannot be completely cured or remedied within this five said ten (510) business day period, the interest rate on the unpaid and outstanding Loan Amount if Tenant shall not have diligently commenced curing such default within such ten (10) business day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, Landlord may serve a written three (3) day notice of cancellation of this Note shall be increased toLease upon Tenant, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from upon the expiration of said three (3) days, this Lease and the term hereunder shall end and expire as fully and completely as if the date of expiration of such three (3) day period were the date herein definitely fixed for the end and expiration of this Lease and the term thereof, and Tenant shall then quit and surrender the leased premises to Landlord, but Tenant shall remain liable as hereinafter provided. B. If the notice provided for in paragraph A hereof shall have been given, and the term shall expire as aforesaid; or (1) if Tenant shall fail to make any payment of the rent reserved herein or in making any other payment herein provided within fifteen (15) days of the date due on three (3) or more occasions during any lease year; or (2) if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the leased premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant; or (3) if Tenant shall become bankrupt or insolvent, or file any debtor proceedings or take or have taken against Tenant 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 of or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, or if Tenant makes an assignment for the benefit of creditors then, and in any of such events, Landlord may, upon five (5) business day period until such unpaid days written notice to Tenant, have the option to terminate this Lease, re-enter the leased premises either by force or otherwise, and outstanding Loan Amount dispossess Tenant and the legal representative of Tenant or other occupant of the leased premises, by summary proceedings or otherwise, and remove their effects and hold the leased premises as if this Lease had not been made, but Tenant shall remain liable hereunder as hereinafter provided, and Tenant hereby waives any required notice to quit. If Tenant shall make default hereunder prior to a date fixed as the commencement of any renewal or extension of this Note is repaid in full. If an insolvency Event of Default has occurredLease, Landlord may cancel and terminate such renewal or extension agreement by written notice, but Tenant shall remain liable as hereinafter provided. C. In the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part case of any Lender. Such declaration such default, re-entry, expiration, and/or dispossess by summary proceedings or otherwise, (a) the fixed rent and all other payments shall become due thereupon and be paid to the time of acceleration such re-entry, dispossess, and/or expiration, together with such expenses as Landlord may be rescinded and past defaults may be waived by incur for legal expenses, attorney’s fees, brokerage, and/or putting the Lender. leased premises in good order, or for preparing the same for re-rental; (b) No course Landlord may relet the leased premises or any part or parts thereof, either in the name of dealing Landlord or delay otherwise, for a term or failure on terms, which may, at Landlord’s option, be less than or exceed the part period which would otherwise have constituted the balance of the Lender term of this Lease, and may grant concessions or free rent; and\or (c) Tenant or the legal representative of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to exercise observe and perform said Tenant’s covenants herein contained, any right under deficiency between rent and additional rents hereby reserved and/or covenants to be paid and the net amount, if any, of the rents collected or to be collected on account of the lease or leases of the leased premises for each month of the period which would otherwise have constituted the balance of the term of this Section Lease. Landlord shall operate as a waiver use commercially reasonable efforts to relet the leased premises; provided, however, the failure of Landlord to relet the leased premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such right or otherwise prejudice the Lender’s rightsdamages, powers and remedies. The Company will pay or reimburse the Lender, there shall be added to the extent permitted by lawsaid deficiency such expenses as Landlord may incur in connection with reletting, for all reasonable costs and such as legal expenses, including but not limited to reasonable attorneys’ fees, incurred brokerage, and expenses for keeping the leased premises in good order or for preparing the same for reletting. Any such damages shall be paid in monthly installments by Tenant on the Lender rent days specified in collecting this Lease, and any sums due on this Note suit brought to collect the amount of the deficiency for any month or months shall not prejudice in any way the right of Landlord to collect the deficiency for any subsequent month or months by a similar proceeding. In lieu thereof, Landlord may immediately accelerate such deficiency for the entire balance of the term. Landlord at Landlord’s option, may make such alterations, repairs, replacements, and/or decorations in the leased premises as Landlord in Landlord’s sole judgment considers advisable and necessary for the purpose of reletting the leased premises; and the making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to relet the leased premises, or in otherwise enforcing the event that the leased premises are relet, for failure to collect the rent thereof under such reletting. Any such action may be an action for the full amount of all rents and damages suffered or to be suffered by Landlord. In the event of a breach or threatened breach by Tenant of any of the Lender's rights hereunder. (c) No covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or remedy in equity as if re-entry, summary proceedings, and other remedies were not herein conferred upon the Lender is intended to be exclusive provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other right remedy in law or remedy contained herein or existing at law, in equity. The foregoing remedies and rights of Landlord are cumulative. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant’s being evicted or dispossessed for any cause, or in the event of Landlord’s obtaining possession of the leased premises by statute or otherwisereason of the violation by Tenant of the covenants and conditions of this Lease, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, ▇▇▇▇▇▇ may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (ab) If – (f) of Section 5.1, an Event of Default (other than will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an insolvency Event of Default) has occurred and is continuing. At any time following the occurrence of any Event of Default, the Lenderupon written notice given by ▇▇▇▇▇▇ to Borrower, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate accrue on the unpaid and outstanding Loan Amount Outstanding Balance beginning on the date the applicable Event of this Note shall be increased to, and this Note shall bear Default occurred at an interest at, a monthly rate equal to one and a half the lesser of twenty-two percent (1.522%) per annum or to the maximum rate permitted by under applicable law (“Default Interest”). For the "avoidance of doubt, ▇▇▇▇▇▇ may continue making Conversions at any time following an Event of Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note time as the Outstanding Balance is repaid paid in full. If an insolvency Event of Default has occurredIn connection with acceleration described herein, the Loan Amount of this Note Lender need not provide, and accrued Interest thereon will become immediately due and payable without Borrower hereby waives, any declaration presentment, demand, protest or any act on the part other notice of any Lenderkind, and ▇▇▇▇▇▇ may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration of acceleration may be rescinded and past defaults may be waived annulled by the Lender. (b) No course of dealing or delay or failure on the part ▇▇▇▇▇▇ at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender to exercise receives full payment. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right under this Section consequent thereon. Nothing herein shall operate as a waiver of such limit ▇▇▇▇▇▇’s right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited pursue any other remedies available to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note it at law or in otherwise enforcing any equity including, without limitation, a decree of the Lender's rights hereunderspecific performance and/or injunctive relief. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. If we shall fail to pay, when due, any amount payable hereunder and you are unable to extend a Revolving Loan (as defined in the Credit Agreement) in cash, in accordance with the terms and restrictions of the Credit Agreement, to satisfy such payment obligation or with respect to any other Liabilities or to perform any other obligation to you, or if we or any of our property shall become subject to an order of any court or any other legal process or restraint or to any adverse claim that you shall deem material, or if you shall feel insecure for any reason whatsoever, such event shall constitute a Default hereunder. Upon Default you may, at your sole discretion and without notice to us, exercise any or all rights and remedies available to you hereunder, under any other agreement or instrument evidencing or relating to any of the Liabilities or Collateral, or under applicable law. Without limiting the foregoing, upon Default you may, to the fullest extent permitted by applicable law, without presentment, demand, notice of intent to accelerate, notice of acceleration, notice of dishonor or other notice, protest, advertisement, hearing or process of law of any kind, (a) If an Event enter upon any premises where any of Default the Collateral may be located and take possession of and remove such Collateral, (other than an insolvency Event b) sell any or all of Defaultthe Collateral, free of all rights and claims of the undersigned therein and thereto, at any public or private sale or broker's board, (c) has occurred bid for and is continuingpurchase any or all private sale or broker's board, (c) bid for any purchase any or all of the LenderCollateral at any such sale or broker's board, by notice (d) apply any of the Collateral to the Company, may declare payment of expenses in connection with the Loan Amount Collateral and the enforcement of this Note Agreement, including reasonable attorneys' fees and all accrued interest thereon to be immediately due and payablelegal expenses, and upon apply any balance thereof toward the payment of such declarationof the Liabilities, and in such order of application, as you may elect. If any notification by you of intended disposition of any of the Collateral is required by law, such Loan Amount notification, if mailed, shall be deemed reasonably and accrued interest shall thereupon become due and payable immediately within properly given if mailed at least five (5) business days from the Lender’s written request. In the event the Company fails before such disposition, postage prepaid, addressed to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid us in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderaccordance with paragraph 15 hereof. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event during the term of Default this Charter: (i) The Charterer shall make default for two Business Days in any payment in respect of Charter Hire, Additional Charter Hire or other amounts due under the terms of this Charter. (ii) The Charterer shall fail for a period of thirty (30) Business Days after written notice thereof has been given to the Charterer by the Owner to perform and observe any of the covenants, conditions, agreements or stipulations on the part of the Charterer to be performed or observed contained herein (other than an sub-clause (a)(i) and (v) of this Clause). (iii) The Charterer ceases doing business as a going concern or generally ceases to pay its debts as they become due or any proceedings under any bankruptcy or insolvency Event laws are instituted against the Charterer or if a receiver or trustee is appointed for the Charterer or for any of Defaultits assets or properties, and such proceeding is not dismissed, vacated or fully stayed within sixty (60) has occurred days. (iv) The Charterer shall create or suffer to exist any mortgage, charge, pledge or other like encumbrance over the Vessel or any part thereof not created or caused by the Owner or by persons claiming by, through or under the Owner or shall have abandoned the Vessel. The foregoing provisions shall not apply to any notice of abandonment which the Charterer may give to insurers under the provisions of Clause 12. (v) The Charterer fails to comply with any of its obligations as to insurance contained in Clause 11. (vi) The Charterer shall within thirty (30) days of any scheduled date of redelivery hereunder fail to provide adequate bail or security when required so to do in respect of any maritime lien, possessory lien or statutory right in rem which may be acquired over the Vessel not created or caused by the Owner or by persons claiming by, through or under the Owner in order to prevent the Vessel being arrested, impounded or seized or if any such lien, right or claim over the Vessel is exercised by the arrest, attachment, detention, impounding or seizure of the Vessel under any distress execution or other process, or any distress or execution is levied thereon, and is continuing, the LenderCharterer fails to use its best endeavors to procure the release of the Vessel therefrom within thirty (30) days of any scheduled date of redelivery hereunder. THEN AND IN ANY SUCH EVENT the Owner may, by written notice to the CompanyCharterer, may declare the Loan Amount of this Note and all accrued interest thereon Charter to be immediately due in default and payablethe Owner may: (i) Upon written demand, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from cause the Lender’s written request. In Charterer at the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased Charterer's expense to, and this Note the Charterer shall bear interest atpromptly, a monthly rate equal redeliver the Vessel or cause the Vessel to one and a half percent (1.5%) or be redelivered, with all reasonable dispatch to the maximum rate permitted Owner and in the condition required by law (the "Default Rate") from terms of Clause 8 as if the Vessel were being redelivered at the expiration of the five Charter Period, and all obligations of the Charterer under said Clause 8 shall apply to such redelivery, or (5ii) business day period until such unpaid the Owner or its agent, at the Owner's option, without further notice, may, but shall be under no obligation to, retake the Vessel wherever found, whether upon the high seas or in any port, harbor, or other place and outstanding Loan Amount irrespective of this Note is repaid in full. If an insolvency Event of Default has occurredwhether the Charterer, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration subcharterer or any act on the part of any Lender. Such declaration of acceleration other Person may be rescinded in possession of the Vessel, all without prior demand and past defaults without legal process, and for that purpose the Owner or its agent may enter upon any dock, pier or other premises where the Vessel may be waived and may take possession thereof, without the Owner or its agent incurring any liability by reason of such retaking, whether for the restoration of damage to property caused by such retaking or otherwise. The exercise by the LenderOwner of its remedies under this subclause (a) shall be without prejudice, and in addition, to any of the Owner's other remedies referred to below. (b) No course The Owner or its agent may sell the Vessel at public or private sale, with or without notice to the Charterer, advertisement or publication, as the Owner may determine, or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of dealing or delay or failure on what would have been the part Charter Period in the absence of the Lender to exercise any right under this Section shall operate as a waiver termination of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, Charterer's rights to the extent permitted by lawVessel) to others or keep the Vessel idle, for all reasonable costs on such terms and expenses, including but not limited to reasonable attorneys’ fees, incurred by conditions and at such place or places as the Lender in collecting Owner may determine and all free and clear of any sums due on this Note or in otherwise enforcing any rights of the Lender's rights hereunderCharterer and of any claim of the Charterer in admiralty, in equity, at law or by statute, whether for loss or damage or otherwise, and without any duty to account to the Charterer. (c) No right The Charterer shall be liable for any and all Charter Hire and Additional Charter Hire payable under this Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by the Owner by reason of the occurrence of any default or by reason of the exercise by the Owner of any remedy hereunder, including, without limitation, all costs and expenses incurred by the Owner in connection with any retaking of the Vessel and, upon the redelivery or retaking of the Vessel in accordance with this Clause 17, the placing of the Vessel in the condition and seaworthiness required by the terms of Clause 8 hereof and including interest on overdue Charter Hire and Additional Charter Hire. (d) Each and every right, power and remedy herein conferred upon given to the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy Owner shall be cumulative and shall be in addition to every other such right or right, power and remedy contained herein and therein given or now or hereafter existing at law, in equity, admiralty or by statute and each and every power and remedy whether herein given or otherwiseotherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Owner, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy. No delay or omission of the Owner to exercise any right or power vested in it hereunder shall impair such right or power or be construed as a waiver of or as acquiescence in any default by the Owner or be deemed a waiver of any right arising out of any future default or of any past default. In the event the Owner at any time agrees to waive any such right or power, such waiver shall be revocable by the Owner at any time and the right or power shall henceforth be again exercisable as though there had been no such waiver unless the Event of Default has been cured. In the event the Owner shall have proceeded to enforce any right or pursue any power under this Charter and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Owner, then and in every such case the Charterer and the Owner shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Charter and all rights, remedies and powers of the Owner shall continue as if no such proceedings had been taken. (e) The rights and powers of the Owner and the obligations of the Charterer under this Clause 17 shall be effective and enforceable regardless of the pendency of any proceeding which has or might have the effect of preventing the Owner or the Charterer from complying with the terms of this Charter. No express or implied waiver by the Owner of any default shall in any way be, or be construed to be a waiver of any further or subsequent default.

Default Remedies. The occurrence of any of the following events or circumstances shall constitute a “Default” hereunder: (ai) If an Event of Default (any Credit Party shall have failed to pay when due any principal payable pursuant to any Note or any other than an insolvency Event of Default) has occurred and is continuingObligation payable pursuant to this Agreement or any other Financing Document, in each case when the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to same becomes or shall be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become declared due and payable immediately within five (5whether at stated maturity, by acceleration or otherwise), or (ii) business days from the Lender’s written request. In the event the Company fails any Credit Party shall have failed to pay all outstanding Amounts within when due any interest payable pursuant to any Note or any other Obligation payable pursuant to this five (5) business day periodAgreement or any other Financing Document, in each case when the interest rate on the unpaid and outstanding Loan Amount of this Note same becomes or shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately declared due and payable without any declaration (whether at stated maturity, by acceleration or any act otherwise), which failure (in the case of clause (ii)) shall have continued unremedied for at least three Business Days after the date on the part of any Lender. Such declaration of acceleration may which such payment is required to be rescinded and past defaults may be waived by the Lender.made, (b) No course other than with respect to payments under the Financing Documents: (i) the Borrower or any Restricted Subsidiary shall default (as principal, guarantor or other surety) in the payment of dealing any principal of, interest on, or delay premium, guaranty fees or failure on other fees payable with respect to any credit-enhancement for, any Indebtedness or Contingent Obligation, which Indebtedness or Contingent Obligation is for a principal amount of at least $10,000,000 in the part aggregate (or its equivalent in any other currency) (“Material Obligations”), and such default shall have continued for more than any applicable period of grace, (ii) any other event shall occur or condition shall exist in respect of any Material Obligation that results in (or permits the applicable creditor to cause) the acceleration of the Lender Borrower’s or any Restricted Subsidiary’s obligation to exercise pay all or any right under this Section shall operate as a waiver portion of such right Material Obligations or (iii) any Material Obligation shall be required to be redeemed, purchased or defeased (or similarly satisfied) before its otherwise prejudice scheduled payment date (or an offer to redeem, purchase or defease (or similarly satisfy) such Material Obligations shall be required to be made), in each case before the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder.scheduled payment date, (c) No right any representation or warranty made by or on behalf of any Credit Party or any Credit Party Affiliate in this Agreement, any other Financing Document or any notice or other certificate, document, Financial Statement or other statement delivered pursuant hereto or thereto shall have been untrue or incorrect in any respect when made or deemed made, (d) any Credit Party shall have failed to observe or perform any term or covenant set forth in Section 6.1(a), (g), (h),(i),(j), (l) or (p) or in Section 6.2, (e) except as specifically provided in clauses (a), (b) and (d), any Credit Party shall have failed to observe or perform any other agreement, covenant or provision contained in this Agreement, any other Financing Document or any document delivered pursuant hereto or thereto, and such failure (unless not capable of remedy herein conferred upon in the Lender reasonable opinion of the Required Lenders) shall have continued unremedied for at least 30 days after the earlier of: (i) such Credit Party’s receipt of written notice of the occurrence thereof or (ii) the date on which such Credit Party shall (or should) have obtained knowledge of such failure), (f) any Governmental Approval required: (i) to enable any Credit Party lawfully to enter into and perform its obligations under the Financing Documents to which it is intended a party, (ii) to enable any Credit Party to operate its business, (iii) to enable any Financing Party to exercise any of the rights expressed to be exclusive granted to it in the Financing Documents and/or (iv) to ensure the legality, validity, enforceability and/or admissibility in evidence in México and/or New York of any of the Financing Documents shall not be obtained or shall cease to be in full force and effect in any respect, (i) any Transaction Document at any time and for any reason terminates or otherwise ceases to be in full force and effect (other right than any scheduled expiration thereof), or remedy contained herein any Transaction Document is declared to be void, or existing any Person shall issue a notice of termination under any Material Document; provided that the termination of any Material Document or other failure of any such document to remain in full force and effect (or any such issuance of a notice thereof) shall not constitute a Default unless such event, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Change; or (ii) any Credit Party or any other Person repudiates, or contests the validity or enforceability of, any Transaction Document to which it is a party, (h) any Expropriation Event shall occur, (i) with respect to the Borrower or any Restricted Subsidiary, either: (i) it shall commence a voluntary case, proceeding or other action: (A) under any Applicable Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, suspension of payments, concurso mercantil or relief of debtors seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or other similar official of it or for any part of its Property, (ii) an involuntary case, proceeding or other action of a nature referred to in clause (i) shall be commenced against it that shall: (A) result in the entry of an order for relief of any such adjudication or appointment or (B) not have been discharged within 60 days from the commencement thereof, (iii) an involuntary case, proceeding or other action shall be commenced against it that seeks issuance of a warrant of attachment, execution, distraint or similar process (excluding precautionary attachment) against any substantial part of its Property that shall result in the entry of an order for any such relief and shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, (iv) there shall be commenced against it any extra-judicial liquidation proceedings under any Applicable Law of any jurisdiction, which proceedings could reasonably be expected to result in its liquidation, (v) it shall admit in writing its inability to pay its debts as they become due, (vi) it shall make a general assignment for the benefit of its creditors or (vii) it shall take any corporate (or similar) action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the foregoing acts, (j) any court, other Governmental Authority or arbitrator shall enter against the Borrower or any Restricted Subsidiary: (i) a final non-payment judgment, decree or order that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Change or (ii) a final judgment, decree or order for the payment of money in an amount that, when aggregated with the amount of all other unsatisfied final judgments, decrees or orders against the Borrower and the Restricted Subsidiaries (collectively), exceeds $10,000,000 (or its equivalent in any other currency), and (in case of both clause (i) and (ii)) either: (A) such judgment, decree or order is not stayed or discharged within 45 days after entry thereof or (B) there shall be any period of at lawleast 45 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect, (k) a Change of Control shall occur, (l) the ownership or possession of Capital Stock of any Credit Party by any Person shall contravene the Foreign Investment Law, (m) the government of México, the SCT, the COFETEL or any other Governmental Authority shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew a Material Concession or any other material Governmental Approval, (ii) issue an administrative resolution to revoke, terminate, materially suspend, materially and adversely modify, withdraw or fail to renew a Material Concession or any other material Governmental Approval or (iii) issue any other rule or decree resulting in the revocation, the termination, any suspension that is not partial, temporary and non-material, any material and adverse modification or the withdrawal of a Material Concession or any other material Governmental Approval; provided that, without limiting the generality of the foregoing, the issuance by the SCT of any or several administrative notices, sanctions or actions pursuant to Article 38 of the Federal Telecommunications Law relating to any event described in paragraphs I, V, VI and VII thereof shall not constitute a Default under clauses (i), (ii) or (iii) unless and until any such notice, action or sanction results in any of the events described in such clauses, (n) any change in or the withdrawal or modification of any Applicable Law occurs, including the imposition of applicable foreign exchange control regulations, that, individually or in the aggregate, in equitythe reasonable opinion of the Required Lenders has resulted in, by statute or otherwisecould reasonably be expected to result in, a Material Adverse Change, (o) the Obligations shall cease to rank at least pari passu with the present and every such right future senior unsecured and unsubordinated Indebtedness and Contingent Obligations of any Credit Party, or (p) there shall occur any governmental action: (i) asserting a general moratorium or remedy shall be cumulative and shall be (ii) changing or restricting the currency (or the conversion thereof) in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisewhich any Credit Party may pay its obligations.

Default Remedies. (a) If an Event the Sublessee defaults in the observance or performance of Default (any of the Sublessee's covenants, agreements or obligations hereunder wherein the default can be cured by the expenditure of money, either the Sublessor or Landlord may, but without obligations and without limiting any other than an insolvency Event remedies which they may have by reason of Default) has occurred and is continuingsuch default, cure the Lenderdefault, by notice charge the cost thereof to the CompanySublessee and the Sublessee shall pay the same forthwith upon demand, may declare the Loan Amount of this Note and all accrued together with interest thereon to be immediately due and payable, and upon any at the highest permissible rate of interest allowed under the usury statutes of the State of Minnesota or in case no such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (of interest is provided, at the "Default Rate") from the expiration rate of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender12% per annum. (b) No course of dealing or delay or failure on If the part Sublessee shall default as defined in Article 26 of the Lender Prime Lease, in the payment of any installment of rent or in the observance or performance of any of the Sublessee's covenants, agreements or obligations hereunder, or if any proceeding is commenced by or against the Sublessee for the purpose of subjecting the assets of the Sublessee to exercise any law relating to bankruptcy or insolvency or for an appointment of a receiver of Sublessee or of any of Sublessee's assets, of if Sublessee makes a general assignment of Sublessee's assets for the benefit of creditors, then, in any such event, the Sublessor may, without process, re-enter immediately into the Sublet Area and remove all persons and property therefrom, and at its option, nullify and cancel this Sublease with respect to all future rights or the Sublessee and have, regain, repossess and enjoy the Sublet Area, anything herein to the contrary notwithstanding. Sublessee hereby expressly waives the service of any notice in writing of intention to re-enter as aforesaid, and also all right under this Section shall operate as a waiver of restoration to possession of the Sublet Area after re-entry or after judgment for possession thereof. In the case of any such termination, the Sublessee will indemnify the Sublessor against all loss of rents and other damages, which it may incur by reason of such right or otherwise prejudice termination during the Lender’s rightsresidue of the term of this Sublease, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for also against all reasonable costs attorney's fees and expenses, including but not limited to reasonable attorneys’ fees, expenses incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderterms of this Sublease. (c) No right Neither Sublessee's interest in this Sublease, nor any interest herein of Sublessee nor any estate hereby created in Sublessee shall pass to any trustee or remedy herein conferred upon receiver or assignee for the Lender is intended to be exclusive benefit of creditors or otherwise by operation of law. In the event Sublessee shall become bankrupt or insolvent, or make a transfer in fraud of creditors, or make an assignment for the benefit of creditors, or take or have taken against Sublessee, or any proceeding of any kind under the provision of the Federal Bankruptcy Code or under any other right federal or remedy contained state insolvency, bankruptcy, reorganization or similar act or if a receiver or trustee is appointed for a substantial portion of Sublessee's assets, this Sublease shall immediately terminate and be of no further force or effect whatsoever, without the necessity for any further action by Sublessor, except that Sublessee shall not be relieved of obligations which have accrued prior to the date of such termination. Upon such termination, the provisions herein relating to the expiration or existing at lawearlier termination of this Sublease shall control and Sublessee shall immediately surrender the Sublet Area in the condition required by the provisions of this Sublease. Additionally, in equity, by statute or otherwise, and every such right or remedy Sublessor shall be cumulative and shall entitled to all relief, including recovery of damages from Sublessee, which may from time to time be in addition to every permitted, or recoverable, under the Federal Bankruptcy Code or any other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseapplicable laws.

Default Remedies. Section 12.1. Each of the following shall be deemed an event of default (an "Event of Default") and a breach of this Lease by Tenant: (a) If the Fixed Rent which is due and payable shall not be paid by Tenant for a period of five (5) business days after Landlord has provided written notice of such failure. (b) If Tenant shall fail to pay any Additional Rent required to be paid by Tenant hereunder which is due and payable for a period of ten (10) business days after Landlord has provided written notice of such failure. (c) If Tenant shall Default in the performance or observance of any of the other agreements, conditions, covenants or terms herein contained, then if such Default shall continue for twenty (20) Business Days after written notice by Landlord to Tenant (or if such Default is of such a nature that it cannot be completely remedied within said twenty (20) Business Day period, then if Tenant does not agree in writing within such twenty (20) Business Day period to cure the same, commence and thereafter diligently prosecute the cure and complete the cure within a reasonable period of time under the circumstances after such original written notice of default by Landlord to Tenant). (d) If Tenant abandons the Property. (e) If Tenant shall Transfer all or any of its interest in this Lease without complying with the provisions of this Lease applicable thereto. (f) If (i) Tenant or Guarantor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Tenant and/or Guarantor, as the case may be, or seeking to adjudicate Tenant and/or Guarantor a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to Tenant or Tenant's debts, or Guarantor or Guarantor or Guarantor's debts or (B) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of Tenant's property and/or Guarantor's property; or (ii) Tenant or Guarantor shall make a general assignment for the benefit of Tenant's creditors or Guarantor's creditors, as the case may be; or (iii) there shall be commenced against Tenant and/or Guarantor any case, proceeding or other action of a nature referred to in clause (i) above or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of Tenant's property, or of Guarantor's property, as the case may be, which case, proceeding or other action (A) results in the entry of an order for relief or (B) remains un-dismissed, un-discharged or un-bonded for a period of sixty (60) days; or (iv) Tenant or Guarantor shall take any action consenting to or approving of any of the acts set forth in clause (i) or (ii) above; or (v) Tenant shall generally not, or shall be unable to, pay Tenant's debts as they become due or shall admit in writing Tenant's inability to pay Tenant's debts; or (vi) Guarantor shall generally not, or shall be unable to, pay Guarantor's debts as they become due or shall admit in writing Guarantor's inability to pay Guarantor's debts . (g) If Tenant shall cease to exist as a valid legal entity in accordance with the laws of any state of the United States, then if Tenant does not completely remedy such default immediately. (h) If Guarantor shall default in any obligation, covenant or representation set forth in the Guaranty and such default remains uncured after any required notice and applicable grace period. (i) If Tenant shall cause any default under the Ground Sublease which is not cured at least ten (10) days prior to the expiration of any applicable cure period provided for in the Ground Sublease. Section 12.2. If an Event of Default shall occur, Landlord may elect to declare all Rent for the remainder of the Term (as same may be extended as provided herein) due and payable and, if Landlord shall make such an election, the present value of the Rent shall be due and payable five (5) days after written notice by Landlord to Tenant of such election. The aforesaid present value shall be determined by discounting each monthly installment of Rent for the remainder of the Term from the date such installment would have been due and payable to the date of Landlord's election to accelerate, by a rate of one (1%) percent per annum less than the interest rate paid under a United States Treasury Bond of comparable duration. Landlord also may elect to proceed by appropriate judicial proceedings, either at law or in equity, to enforce performance or observance by Tenant of the applicable provisions of this Lease and/or to recover damages for breach thereof. (a) If an Event of Default (other than an insolvency Event of Defaulti) has occurred described in Sections 12.1(c), (e) or (h) hereof shall occur and is continuingLandlord, the Lenderat any time thereafter, by at its option, gives written notice to Tenant stating that this Lease shall terminate on the Companydate specified in such written notice, may declare the Loan Amount of this Note and all accrued interest thereon to which date shall be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within not less than five (5) business days from after the Lender’s giving of such written request. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodnotice, the interest rate and if, on the unpaid and outstanding Loan Amount date specified in such notice, Tenant shall have failed to cure the default which was the basis for the Event of this Note shall be increased toDefault, and this Note shall bear interest ator (ii) described in Sections 12.1 (a), a monthly rate equal to one and a half percent (1.5%b), (d), (f), (g) or to (i) hereof shall occur, then all rights of Tenant under this Lease shall terminate and Tenant immediately shall quit and surrender the maximum rate permitted by law (the "Default Rate") Property, which termination shall not relieve Tenant from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration liability then or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderthereafter accruing hereunder. (b) No course If an Event of dealing Default described in Sections 12.1(a) or delay (b) hereof shall occur, or failure on this Lease shall be terminated as provided in Section 12.2 hereof, Landlord, without notice, and with or without court proceedings, (i) may re-enter and repossess the Property, or (ii) may dispossess Tenant by summary proceedings or otherwise, which re-entry and repossession by Landlord shall not relieve Tenant from any liability then or thereafter accruing hereunder. Section 12.4. If this Lease shall be terminated as provided in Section 12.2 hereof and/or Tenant shall be dispossessed by summary proceedings or otherwise as provided in Section 12.3 (b) hereof: (a) Tenant shall pay to Landlord all Rent payable under this Lease by Tenant to Landlord to the date upon which this Lease shall have been terminated or to the date of re-entry upon the Property by Landlord, as the case may be. (b) Landlord may repair and alter the Property in such manner as Landlord may deem necessary or advisable without relieving Tenant of any liability under this Lease or otherwise affecting any such liability, and/or let or relet the Property or any parts thereof for the whole or any part of the Lender remainder of the Term or for a longer period, in Landlord's name or as agent of Tenant, and out of any rent and other sums collected or received as a result of such reletting Landlord shall: (i) first, pay to exercise itself the cost and expense of terminating this Lease, re-entering, retaking, repossessing, repairing and/or altering the Property, or any right part thereof, and the cost and expense of removing all persons and property therefrom, including in such costs, brokerage commissions, advertising costs, legal expenses and attorneys' fees and disbursements, (ii) second, pay to itself the cost and expense sustained in securing any new tenants and other occupants, including in such costs, brokerage commissions, advertising costs, legal expenses and attorneys' fees and disbursements and other expenses of, preparing the Property for reletting, and, if Landlord shall maintain and operate the Property, the cost and expense of operating and maintaining the Property, and (iii) third, pay to itself any balance remaining on account of the liability of Tenant to Landlord. Landlord in no way shall be responsible or liable for any failure to relet the Property or any part thereof, or for any failure to collect any rent due on any such reletting, and no such failure to relet or to collect rent shall operate to relieve Tenant of any liability under this Lease or to otherwise affect any such liability; (c) Tenant shall be liable for and shall pay to Landlord, as damages, any deficiency ("Deficiency"), between the Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Term and the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Section 12.4(b) hereof for any part of such period, first deducting from the rents collected under any such reletting all of the payments to Landlord described in Section 12.4(b) hereof; any such Deficiency shall be paid in installments by Tenant on the days specified in this Lease for payment of installments of Rent and Landlord shall be entitled to recover from Tenant each Deficiency installment as the same shall arise, and no suit to collect the amount of the Deficiency for any installment period shall prejudice Landlord's right to collect the Deficiency for any subsequent installment period by a similar proceeding; and (d) whether or not Landlord shall have collected any Deficiency installments as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies, as and for liquidated and agreed final damages (it being agreed that it would be impracticable or extremely difficult to fix the actual damage), a sum equal to the amount by which the Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Property for the same period, both discounted to present worth at a rate equal to one percent less than the then applicable rate of United States Treasury Bonds having terms to maturity most closely matching the unexpired portion of the Term, less the aggregate amount of Deficiencies theretofore collected by Landlord pursuant to the provisions of Section 12.4(c) hereof for the same period; it being agreed that before presentation of proof of such liquidated damages to any court, commission or tribunal, if the Property, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Property so relet during the term of the reletting. Section 12.5. No termination of this Lease pursuant to Section 12.2 hereof, and no taking possession of and/or reletting the Property, or any part thereof, pursuant to Sections 12.3(b) and 12.4(b) hereof, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, repossession or reletting. Section 12.6. To the extent not prohibited by law, Tenant hereby knowingly and voluntarily waives and releases all rights (legal and equitable) now or hereafter conferred by statute or otherwise which would have the effect of limiting or modifying any of the provisions of this Article 12. Tenant shall execute, acknowledge and deliver any instruments which Landlord may request, whether before or after the occurrence of an Event of Default, evidencing such waiver or release. Section 12.7. The Rent payable by Tenant hereunder and each and every installment thereof, and all costs, actual and customary attorneys' fees and disbursements and other expenses which may be incurred by Landlord in enforcing the provisions of this Lease on account of any delinquency of Tenant in carrying out the provisions of this Lease shall be and are hereby declared to constitute a valid lien upon the interest of Tenant in this Lease and in the Property. Section 12.8. Suit or suits for the recovery of damages, or for a sum equal to any installment or installments of Rent payable hereunder or any Deficiencies or other sums payable by Tenant to Landlord pursuant to this Article 12, may be brought by Landlord from time to time at Landlord's election, and nothing herein contained shall be deemed to require Landlord to await the date whereon this Lease or the Term would have expired by limitation had there been no Event of Default by Tenant and termination. Section 12.9. Nothing contained in this Article 12 shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding an amount equal to the maximum allowed by a statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount shall be greater than, equal to or less than the amount of the damages referred to in any of the preceding Sections of this Article 12. Section 12.10. No receipt of moneys by Landlord from Tenant after termination of this Lease, or after the giving of any notice of the termination of this Lease shall reinstate, continue or extend the Term or affect any of the right of Landlord to enforce the payment of Rent payable by Tenant hereunder or thereafter falling due, or operate as a waiver of the right of Landlord to recover possession of the Property by proper remedy, except as herein otherwise expressly provided or as provided by applicable law, it being agreed that after the service of notice to terminate this Lease or the commencement of any suit or summary proceedings, or after a final order or judgment for the possession of the Property, Landlord may demand, receive and collect any monies due or thereafter falling due without in any manner affecting such notice, proceedings, order, suit or judgment, all such monies collected being deemed payments on account of Tenant's liability hereunder. Section 12.11. Except as otherwise expressly provided herein or as prohibited by applicable law, Tenant hereby expressly knowingly and voluntarily waives the service of any notice of intention to re-enter provided for in any statute, or of the institution of legal proceedings to that end, and Tenant, for and on behalf of itself and all persons claiming through or under Tenant, also knowingly and voluntarily waives any and all right of redemption provided by any law or statute now in force or hereafter enacted or otherwise, or re-entry or repossession or to restore the operation of this Lease in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge or in case of re-entry or repossession by Landlord or in case of any expiration or termination of this Lease, and Landlord and Tenant waive and shall waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Property, or any claim of injury or damage. Section 12.12. No failure by Landlord to insist upon the strict performance of any covenant, agreement, term or condition of this Lease or to exercise any right or otherwise prejudice remedy consequent upon a breach thereof, and no acceptance of full or partial Rent during the Lender’s rightscontinuance of any such breach, powers shall constitute waiver of any such breach or of such covenant, agreement, term or condition. No covenant, agreement, term or condition of this Lease to be performed or complied with by Tenant, and remediesno breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. The Company will pay No waiver of any breach shall affect or reimburse alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach hereof. Section 12.13. In the Lenderevent of the occurrence of any Event of Default, Landlord shall be entitled to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing a decree compelling performance of any of the Lender's provisions hereof, and shall have the right to invoke any rights hereunder. (c) No right and remedies allowed at law or remedy herein conferred upon the Lender is intended to be exclusive of any other right in equity or remedy contained herein or existing at law, in equity, by statute or otherwiseotherwise as though re-entry, summary proceedings, and every such right or remedy shall be cumulative and shall be other remedies were not provided for in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Lease. Section 12.14. Tenan

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

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

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event of any such default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the Company fails exercise of a right or remedy which Landlord may have by reason of such default or breach: a. Terminate Tenant's right to pay 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 outstanding Amounts within this five damages incurred by Landlord by reason of Tenant's default or otherwise allowed by law, including, but not limited to, (5i) business day periodthe cost of recovering possession of the Premises, (ii) expenses of reletting, including necessary renovation and alteration of the interest rate on Premises, reasonable attorney's fees, any real estate commission actually paid, (iii) the worth at the time of the award of the unpaid rent which had been earned at the time of termination; (iv) the worth at the time of the award by the court having jurisdiction thereof of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds that portion of rental loss which Tenant proves could have been reasonably avoided, (v) the worth at the time of award by the court having jurisdiction thereof 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 for the same period that Tenant proves could be reasonably avoided, and outstanding Loan Amount (vi) that portion of the leasing commission paid by Landlord and applicable to the unexpired term of this Note shall be increased to, and this Note Lease. Unpaid installments of rent or other sums shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration date due at the rate of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderfifteen percent per annum. (b) No course b. Maintain Tenant's right to 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 dealing or delay or failure on Landlord's rights and remedies under the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expensesLease, including but not limited the right to reasonable attorneys’ fees, incurred by recover the Lender in collecting any sums rent as it becomes due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of c. Pursue any other right remedy or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or damages now or hereafter existing at law, in equity, by statute available to Landlord under the laws or otherwisejudicial decision of California.

Default Remedies. If (a) If an Event default be made in the payment of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, rent or any additional charge payable hereunder by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payableTenant, and upon any such declaration, such Loan Amount and accrued interest default shall thereupon become due and payable immediately within continue for (i) five (5) days after written notice of default, or (b) default be made in any of the other covenants or conditions herein contained on the part of Tenant and such default shall continue for thirty (30) days after written notice thereof shall have been given to Tenant, (except that such 30-day period shall be automatically extended for an additional period of time reasonably necessary to cure such default, if such default cannot be cured within such first 30-day period and provided Tenant commences the process of curing such default within said first 30-day period and continuously and diligently pursues such cure to completion), or (c) Tenant shall become insolvent or bankrupt or make an assignment for the benefit of creditors, or (d) a receiver or trustee of Tenant’s property shall be appointed and such receiver or trustee, as the case may be, shall not be discharged within sixty (60) days after such appointment, or (e) there shall be a change of control of Tenant other than as permitted under Section 16.6, hereof, and Tenant shall not have cured such default within ten (10) business days from after receipt of written notice of default, then in any such case, Landlord may, without further notice to Tenant, notice being hereby waived, terminate Tenant’s tenancy and recover possession of and reenter the LenderPremises without accepting a surrender of the Premises or affecting Tenant’s written requestliability for past rent and other charges due or future rent and other charges to accrue hereunder. In the event of any such default, Landlord shall be entitled to recover from Tenant, in addition to rent and other charges equivalent to rent, all other damages sustained by Landlord on account of the Company fails to pay all outstanding Amounts within breach of this five (5) business day periodLease, including, but not limited to, the interest rate on costs, expenses and attorney fees incurred by Landlord in enforcing the unpaid terms and outstanding Loan Amount of this Note shall be increased to, provisions hereof and this Note shall bear interest at, a monthly rate equal to one in reentering and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration recovering possession of the five Premises and for the cost of repairs, alterations and brokerage and attorney fees connected with the re-letting of the Premises; but excluding consequential or incidental damages other than out-of-pocket expenses incurred by Landlord and delineated herein. As an alternative, at the election of Landlord, Landlord shall have the right to accept a surrender of the Premises (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurredwithout the need for any affirmative act or acquiescence by Tenant), the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration further rights or any act obligations on the part of Landlord or Tenant (other than Tenant’s obligation for rent and other charges due and owing through the date of acceptance of surrender), so that Landlord may re-let the Premises without any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure right on the part of Tenant to any credit or payment resulting from any re-letting of the Lender Premises. Alternatively, at the option of the Landlord, if Tenant’s tenancy is so terminated, Landlord may recover forthwith against Tenant as damages for loss of the bargain and not as a penalty an aggregate sum, which at the time of such termination of Tenant’s tenancy, represents the amount of the excess, if any, of the value of the whole balance of base rental, charges and all other sums payable hereunder for the entire balance of the term of this Lease herein reserved or agreed to exercise any right be paid by Tenant, over the then current fair market rental value of the Premises (including “triple net” charges), such difference to be discounted to net present value at the rate of eight percent (8%) per annum. In case of a default under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsLease, powers and remedies. The Company will pay or reimburse the LenderLandlord may, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every terminating Tenant’s tenancy and/or accepting a surrender, or in lieu thereof, pursue such other remedy or combination of remedies and recover such right or remedy contained herein and therein or now or hereafter existing other damages for breach of tenancy and/or contract as available at law, in equity, by statute law or otherwise.

Default Remedies. (a) The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Security Agreement: (i) The failure of the Borrower to pay any amount due under this Security Agreement as and when due and payable (whether by acceleration, declaration, extension or otherwise), which failure is not cured within five (5) days after the earlier to occur of (a) receipt of written notice thereof by the Borrower; or (b) the Borrower’s actual knowledge thereof. (ii) The failure of the Borrower to perform, observe or comply with any of the non-monetary covenants provided under this Security Agreement which failure is not cured within five (5) days after the earlier to occur of (a) receipt of written notice thereof by the Borrower; or (b) the Borrower’s actual knowledge thereof. (iii) If any representation or warranty made herein or if any information contained in any financial statement, application, schedule, report or any other document given by the Borrower in connection with the Borrower’s Letter of Credit Obligations or the Borrower’s Bond Obligations is not in all material respects true and accurate or if the Borrower omitted to state any material fact or any fact necessary to make such information not misleading. (iv) The occurrence of an Event of Default under any of the other Letter of Credit Documents or the Bond Documents (as such Event of Default is defined in the respective Letter of Credit Documents or Bond Documents) or any other agreement now or hereinafter evidencing or securing any Obligations. (b) If an Event of Default hereunder has occurred and is continuing: (i) in addition to all other than remedies available under this Security Agreement, the other Letter of Credit Documents or the Bond Documents, at law (including, without limitation, as a secured party under the Uniform Commercial Code) or in equity, the Secured Party shall have the right, subject to the Letter of Credit Documents or the Bond Documents, forthwith to enter upon the Facility (or any other place where any component of any Collateral is located at such time) without charge, and take possession of all or any portion of the Collateral, and, subject to the Letter of Credit Documents or the Bond Documents, to sell, re-let or otherwise dispossess itself of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions as the Secured Party in its sole discretion may deem appropriate. The Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any time shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Secured Party shall receive the rents, issues and profits from any such sale, re-let or disposition, to make repairs and to apply such rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured. With regard to any sale of the Collateral: The Secured Party shall give the Borrower ten (10) days’ written notice (which the Borrower agrees is reasonable notice within the meaning of the Uniform Commercial Code as in effect in the state or states in which the Collateral is located) of the Secured Party’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an insolvency entirety or in separate parcels, as the Secured Party may (in its sole and absolute discretion) determine. The Secured Party shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the sale price is paid in full by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section, the Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Party from the Borrower as a credit against the purchase price, and the Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such, property without further accountability to the Borrower therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Party shall be free to carry out such sale pursuant to such agreement, and the Borrower shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Party shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose the Lien created by this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver; and (ii) the Secured Party, shall, as a matter of right, but subject to applicable Legal Requirements, be entitled to the appointment of a receiver for the Collateral, and the Borrower hereby consents to such appointment, consents to the entry of a decree, and waives notice of any application therefor. (c) If an Event of Default) Default hereunder has occurred and is continuing, the LenderSecured Party may proceed by an action at law, by notice suit in equity or other appropriate proceeding, but subject to applicable Legal Requirements and the CompanyLetter of Credit Documents or the Bond Documents, may declare to protect and enforce its rights, whether for the Loan Amount foreclosure of the Lien of this Note and all accrued interest thereon to be immediately due and payableSecurity Agreement, and upon or for the specific performance of any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from agreement contained herein or for an injunction against the Lender’s written requestviolation of any of the terms hereof. In the event the Company fails to pay all outstanding Amounts within this five (5) business day periodaddition, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration Secured Party may be rescinded and past defaults may be waived by the Lenderproceed under Section 12 hereof. (bd) No course of dealing or delay or failure on The Secured Party, as attorney-in-fact pursuant to Section 4(a)(i) hereof may, in the part name and stead of the Lender to exercise Borrower, make and execute all conveyances, assignments and transfers of any right under Collateral sold in accordance with this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remediesSecurity Agreement. The Company will pay Borrower shall, if so reasonably requested by the Secured Party, ratify and confirm any sale or reimburse the Lender, sales by executing and delivering to the extent permitted by lawSecured Party, for or to such purchaser or purchasers, all such instruments as may, in the reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any judgment of the Lender's rights hereunderSecured Party, be advisable for such purpose. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. In the event LESSEE and or its guarantors (ai) If fails to make any Monthly Lease Payment when due; (ii) breaches any covenant, representation or warranty contained in this Lease; (iii) makes an Event assignment for the benefit of Default creditors or a petition for relief under any bankruptcy or insolvency law is filed by or against LESSEE; (iv) is in default under any other than an insolvency Event Lease, note or obligation including any other lease, or obligation with lessor or any of Defaultits affiliates; (v) has occurred and is continuingmisrepresents or falsely warrants the financial information given in connection with this Lease; (vi) makes a Bulk Sale or change in the majority ownership interest of LESSEE; (vii) ceases to operate as a going concern, then LESSOR shall have the right to exercise any one or more of the following cumulative remedies: a. without notice, the Lender, by notice to entire amount of the Company, may declare the Loan Amount of this Note Monthly Lease Payments remaining and all other amounts which have accrued interest thereon hereunder to be paid over the balance of the Lease term, together with all other obligations as herein set forth, shall become immediately due and payable; b. proceed to appropriate court action or actions at law or in equity or in bankruptcy to enforce performance by LESSEE of the covenants and terms of this Lease and/or to recover damages for the breach thereof; c. terminate this Lease and/or any or all leases or other obligations with Lessor or any of its affiliates upon written notice to LESSEE; d. whether or not this lease be so terminated, and without notice to LESSEE, repossess the Equipment wherever found, with or without legal process, and for this purpose LESSOR and/or its agents may enter upon any premises or under the control or jurisdiction of LESSEE any agent of LESSEE without liability for suit, action or proceeding by LESSEE (any damages occasioned by such declarationrepossession being hereby expressly waived by LESSEE) and remove the Equipment therefrom; or e. at LESSOR'S sole option, LESSOR may perform for LESSEE and LESSEE will be responsible for cost of performance plus interest thereon. If this Lease or any other obligation with Lessor or any of it's affiliates is deemed at any time to be one intended as security, Lessee agrees that the Equipment shall secure, in addition to the indebtedness herein, all other indebtedness at any time owing by Lessee to Lessor. Notwithstanding the fact that any or all of the Equipment is returned to or repossessed by LESSOR, LESSEE shall remain liable for the entire amount of unpaid Monthly Lease Payment(s), plus all other unpaid sums or charges that accrue prior to the date of LESSEE'S default, together with all costs and expenses incurred by LESSOR as set forth herein, including its reasonable attorneys' fees, with accelerated payments being discounted to present value as of the date of default at an annual discount rate of six percent (6%). If LESSEE fails to redeliver any Equipment to LESSOR, or LESSOR is unable for any reason to effect repossession of any Equipment, or LESSOR in its sole discretion does not repossess any of the Equipment, then, with respect to such Loan Amount Equipment, LESSEE shall be liable for, in addition to the entire amount of unpaid Monthly Lease Payments, LESSOR'S estimated residual value, with both the accelerated payments and accrued interest residual value being discounted to present value as of the date of default at an annual factor of six percent (6%), plus all other unpaid sums or charges together with all costs and expenses incurred by LESSOR, including its reasonable attorneys' fees. LESSOR, at its option, may apply the Initial Payments against the LESSEE'S obligations under this Lease. Any repossession, resale or re-lease of any Equipment by LESSOR shall thereupon become due not be a bar to the institution of litigation by LESSOR against LESSEE for damages for breach of this Lease, as hereinbefore provided, and payable immediately within five the commencement of any litigation or the entry of judgement against LESSEE shall not be a bar of LESSOR'S rights to repossess any or all of the Equipment. To the extent permitted by applicable law, the LESSEE waives any and all rights and remedies conferred upon a LESSEE by UCC Sections 2A-508 through 2A-522, including (5without limitation) business days the LESSEE'S rights to (a) cancel or repudiate the LEASE, (b) reject or revoke acceptance of the leased Equipment, (c) recover damages from the Lender’s written requestLESSOR for breach of warranty or for any other reason, (d) claim a security interest in any rejected Equipment in the LESSEE'S possession or control, (e) deduct from rental payments all or any part of any claimed damages resulting from the LESSOR'S default under the LEASE, (f) accept partial delivery of the leased Equipment, (g) "cover" by making any purchase or lease of other Equipment in substitution for Equipment due from the LESSOR, (h) recover from the LESSOR any general, special, incidental or consequential damages, for any reason whatsoever, and (i) specific performance, replevin or the like for any of the leased Equipment. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount that any court of competent jurisdiction determines that any provision of this Note Lease is invalid or unenforceable in whole or in part, such determination shall be increased to, and not prohibit LESSOR from establishing its damages sustained as a result of any breach of this Note shall bear interest at, a monthly rate equal Lease in any action or proceeding in which LESSOR seeks to one and a half percent (1.5%) recover such damages or to the maximum rate permitted by law (the "Default Rate") from the expiration return of the five (5) business day period until such unpaid Equipment. All remedies of LESSOR hereunder are cumulative and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lendermay, to the extent permitted by law, for all reasonable costs be exercised concurrently or separately, and expensesthe exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of LESSOR to exercise, including but not limited to reasonable attorneys’ fees, incurred by the Lender and no delay in collecting exercising any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by LESSOR of any right or remedy hereunder preclude any other or further exercise thereof or the Lender is intended to be exclusive exercise of any other right or remedy contained herein remedy. Damages occasioned by LESSOR'S taking possession of Equipment are hereby waived by LESSEE. LESSEE waives any right to select or existing contest venue and agrees that all legal and equitable actions between LESSEE and LESSOR can be brought in a court of competent jurisdiction at law, in equity, by statute or otherwisethe said election and determination of LESSOR, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseLESSEE consents thereto.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred and is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written request. In the event the Company sale is not closed because of Seller's inability, failure or refusal to perform any of Seller's obligations herein, and if Seller fails to pay all outstanding Amounts cure any default within ten (10) days after Seller’s receipt of written notice of such default from Purchaser, then Purchaser may elect to either terminate this five Agreement, in which event Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no further rights or obligations hereunder except for any provisions of this Agreement surviving termination, or to seek specific performance of Seller’s obligations under this Agreement, Purchaser specifically acknowledging that the remedy at law for damages is excluded and Purchaser hereby specifically waives any right to ▇▇▇ for damages. Purchaser agrees that if the sale is not closed because of Purchaser's inability, failure or refusal to perform any of Purchaser's obligations herein, and if Purchaser fails to cure any default within ten (510) business day perioddays after Purchaser’s receipt of written notice of such default from Seller, Seller may elect to terminate this Contract in which event the ▇▇▇▇▇▇▇ Money shall be paid to Seller as liquidated damages and Seller's sole and exclusive remedy for such default, the interest rate on parties hereby acknowledging that the unpaid actual damages of Seller would be difficult if not impossible to ascertain and outstanding Loan Amount the amount of the ▇▇▇▇▇▇▇ Money constitutes a reasonable estimate of such damages. Notwithstanding anything in this Note Agreement to the contrary, in the event that the transaction contemplated by the Agreement does not close for any reason whatsoever, Broker shall not be entitled to receive any commission with respect to the purchase and sale of the Property, and in such event neither Seller nor Purchaser shall be increased to, and this Note shall bear interest at, a monthly rate equal obligated to one and a half percent (1.5%) or pay any commission to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the LenderBroker. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event Seller breaches this Agreement (including without limitation a breach of Default (other than an insolvency Event any representation or warranty of DefaultSeller or the failure of Seller to satisfy any condition precedent to Closing that is within Seller’s control) has occurred and such breach is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately not cured within five (5) business days of receiving written notice from the LenderBuyer, Buyer may at Buyer’s sole option either: (i) by written request. In the notice given to Seller and Escrow Agent terminate this Agreement, in which event the Company fails Deposits will be paid immediately by Escrow Agent to pay Buyer, Seller will promptly reimburse Buyer for all outstanding Amounts within of Buyer’s reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Property, Buyer’s Diligence or this five (5) business day periodtransaction, the interest rate on the unpaid in an amount not to exceed $25,000.00 and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration neither of the five Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; or (5ii) business day period until seek specific performance against Seller, in which event the Closing Date will be automatically extended as necessary for Buyer to prosecute such unpaid action. Notwithstanding the foregoing, if specific performance is made unavailable as a remedy to Buyer by Seller’s affirmative acts or intentional omissions, Buyer will be entitled to pursue all rights and outstanding Loan Amount of this Note is repaid remedies available at law or in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lenderequity. (b) No course If Buyer breaches this Agreement (including without limitation a breach of dealing any representation or delay warranty of Buyer) and such breach is not cured within five (5) days of receiving written notice from Seller, Seller may, as Seller’s sole and exclusive remedy for such breach, by written notice given to Buyer and Escrow Agent terminate this Agreement and receive the Deposits in accordance with Section 3(b) above as Seller’s agreed and total liquidated damages, it being acknowledged and agreed by the Parties that it would be difficult or failure on impossible to determine Seller’s exact damages, and the part Deposits represent a reasonable estimate of those damages. Upon such termination by Seller, neither of the Lender to exercise Parties will have any right further liability or obligation under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsAgreement except for any Surviving Obligations. SELLER WAIVES ANY RIGHT TO SEEK ANY OTHER REMEDIES AGAINST BUYER, powers and remediesINCLUDING ANY EQUITABLE OR LEGAL REMEDIES. The Company will pay or reimburse the LenderNOTWITHSTANDING THE FOREGOING, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderNOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT ANY INDEMNITY OBLIGATIONS OF BUYER UNDER THIS AGREEMENT WHICH ARE INTENDED TO SURVIVE ANY TERMINATION OF THIS AGREEMENT OR CLOSING. (c) No right The provisions of this Section 21 shall not limit any rights or remedy herein conferred upon remedies either Party may have after Closing with respect to those provisions of this Agreement that survive Closing (including for any misrepresentation or breach of warranty) or under the Lender is intended to be exclusive of Transfer Documents or any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition documents entered into pursuant to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Agreement.

Default Remedies. (a) If The occurrence of any of the following events shall be deemed a breach of this Lease, namely: if Tenant shall make an Event assignment for the benefit of Default (creditors; or if an involuntary petition is filed against Tenant under any bankruptcy law or under any other than an insolvency Event law for the relief of Default) has occurred debtors and is continuingnot dismissed within sixty (60) days after filing; or if a receiver be appointed for the property of Tenant and is not discharged or removed within sixty (60) days; or if any department of any government or any officer thereof shall take possession of the business or property of Tenant. Upon any such occurrence, the LenderLandlord, at its option, may terminate this Lease by notice to Tenant and upon such termination; Tenant shall quit and surrender the CompanyPremises to Landlord and shall be released from any further obligations under this Lease. Except for the circumstances of default described in the preceding paragraph, or of the failure to pay monies described in the following paragraph, if Tenant shall default in performance of any other obligations under this Lease, or shall violate, for specific cause, any other term or provision of this Lease, Landlord may, upon giving Tenant sixty (60) day notice to cure, terminate this Lease if such cure has not occurred; and upon such termination, Tenant shall quit and surrender the Premises to Landlord, but the Tenant shall remain liable as hereinafter provided. If Tenant shall default in payment of any monies due under this Lease, Landlord may, in addition to assessing interest and late charges, upon giving Tenant ten (10) days advance written notice, terminate this Lease and upon such termination, Tenant shall quit and surrender the Premises to Landlord, but the Tenant shall remain liable as hereinafter provided. However, the Landlord, at its sole discretion, may declare allow reinstatement of the Loan Amount lease upon payment of all outstanding amounts, including a reinstatement fee of Seventy-Five Dollars ($75.00). If the Lease shall be terminated or other material breach of this Note Lease, Landlord may immediately or at any time thereafter reenter the Premises and remove any and all accrued interest thereon persons and property therefrom, bring any suitable proceeding at law or otherwise, without liability hereof, and reenter the Premises, without such reentry diminishing Tenant's obligation to pay rental for the full term hereof, and Tenant agrees to pay Landlord for any deficiency arising from reentry and reletting of the Premises at a lesser rental than provided herein. Landlord shall apply the proceeds of any reletting first to the payment of such reasonable expenses as Landlord may have incurred in recovering possession of the Premises, and removing persons and property therefrom, and in putting the same into good order or condition or preparing or altering the same for reletting, and all other into good order or condition or preparing or altering the same for reletting, and all other expenses incurred by Landlord for reletting the Premises; and then to Tenant's obligation to pay rental. Any such reletting may be for the remainder of the term of this Lease or for a longer or shorter period. In any such case and whether or not the Premises, or any part thereof, be relet Tenant shall pay the Landlord the rent and all other charges required to be immediately due and payablepaid by Tenant up to the time of such termination of this Lease, and upon any such declarationthereafter, such Loan Amount Tenant agrees to pay the equivalent of the amount of all rent reserved herein and accrued interest all other charges required to be paid by ▇▇▇▇▇▇, less the net proceeds of reletting, if any, and the same shall thereupon become be due and payable immediately within five (5) business days from by Tenant monthly as the Lender’s written requestamount thereof is ascertained by Landlord, and Landlord may bring an action therefor as such monthly deficiencies arise. In the event the Company fails to pay all outstanding Amounts within this five (5) business day period, the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunder. (c) No right or remedy herein conferred upon circumstances hereinabove mentioned, Landlord shall have the Lender is intended option, instead of holding Tenant liable for the amount of all the rent and charges required to be exclusive paid by Tenant less the net proceeds of any reletting, if any, forthwith to recover from Tenant an aggregate sum representing, at the time of such termination of this Lease the then present worth of the excess, if any, of the aggregate of the rent and all other right or remedy contained herein or existing at law, in equity, charges payable by statute or otherwise, and every Tenant hereunder that would have accrued until the end of the Lease term over the aggregate rental value of the Premises during such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwiseterm.

Default Remedies. 15.1 Prior to title passing and the completion of Closing, in the event of Optionor's default hereunder, Optionee's sole remedies shall be that of (ai) If an Event specific performance, with abatement of Default the Purchase Price to the extent of liens of a fixed or ascertainable amount, or (other than an insolvency Event ii) termination of Defaultthis Agreement and return of the Extension Fee, if theretofore paid; in no event shall Optionee be entitled to damages of any kind or nature; 15.2 Prior to title passing and completion of Closing, with respect to any representations or warranties of Optionor contained in this Agreement, Optionee's obligations hereunder are contingent upon such representations and/or warranties contained in this Agreement being true and correct as of the date hereof and, where the context specifically provides, as of the date of Closing, but recision of this Agreement and return of the Extension Fee, if theretofore paid, shall be Optionee's exclusive remedy for any breach of any representation and/or warranty by Optionor. 15.3 Notwithstanding the foregoing, in the event of a willful or intentional breach of a covenant, obligation or warranty by Optionor under this Agreement, or if Optionor makes a willful or intentional material misrepresentation in this Agreement, Optionee shall be entitled to terminate this Agreement and to the return of the Extension Fee, if theretofore paid, and Optionee's reasonably documented Transaction Costs (as hereinafter defined) has occurred sustained by Optionee in connection with this Agreement; and is continuingthe foregoing shall be Optionee's sole remedies under this subparagraph. 15.4 Subsequent to title passing and completion of Closing, Optionee shall have recourse against Optionor for its reasonably documented actual damages, sustained solely 15.5 Optionee recognizes that the Property will be removed by Optionor from the market during the existence of this Agreement and that if after the Initial Option Term, the Lenderterm hereof shall have been extended by Optionee as hereinabove provided, and thereafter, the option hereby granted shall not be exercised by notice Optionee, or the option shall be exercised but Closing is not consummated because of Optionee's default, then, in either such event, Optionor shall be entitled to retain the CompanyExtension Fee as its sole and liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of any other relief to which Optionor might otherwise be entitled, may declare the Loan Amount of this Note Optionor hereby specifically waiving any and all accrued interest thereon rights which it may have to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately within five (5) business days from the Lender’s written requestdamages or specific performance as a result of Optionee's default under this Agreement. 15.6 Optionee's Out-of-Pocket Costs. In the event of Optionor's breach or default in accordance with Section 15.3 then, in any such event, upon termination by Optionee hereunder, in addition to receiving the Company fails immediate return of the Extension Fee, anything in the Agreement contained to pay all outstanding Amounts within the contrary notwithstanding, Optionee shall also receive from Optionor, upon demand, Optionee's actual, documented out-of-pocket costs and expenses associated with this five Agreement and Optionee's anticipated acquisition of the Property including, without limitation, Optionee's reasonable counsel fees and costs, title expenses, survey costs, financial and accounting due diligence, Optionee's environmental assessment of the Property, and other costs and expenses associated with Optionee's due diligence (5) business day periodcollectively, "Transaction Costs"). The foregoing list is not intended to be exclusive, but representative of the interest rate on costs and expenses that the unpaid and outstanding Loan Amount parties anticipate that Optionee will incur in anticipation of this Note shall be increased to, and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the transaction. Optionor's maximum rate permitted by law (the "Default Rate") from the expiration of the five (5) business day period until such unpaid and outstanding Loan Amount of this Note is repaid in full. If an insolvency Event of Default has occurred, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course of dealing or delay or failure on the part of the Lender to exercise any right reimbursement liability under this Section 15 shall operate as a waiver of such right or otherwise prejudice not exceed $10,000 in the Lender’s rights, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderaggregate. (c) No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or existing at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwise.

Default Remedies. (a) If an Event of Default (other than an insolvency Event of Default) has occurred Seller breaches this Agreement with respect to any Property and such breach is continuing, the Lender, by notice to the Company, may declare the Loan Amount of this Note and all accrued interest thereon to be immediately due and payable, and upon any such declaration, such Loan Amount and accrued interest shall thereupon become due and payable immediately not cured within five (5) business days of receiving written notice from the LenderBuyer, Buyer may at Buyer’s sole option either: (i) by written request. In the notice given to Seller and Escrow Agent terminate this Agreement, in which event the Company fails Deposit will be paid immediately by Escrow Agent to pay Buyer, Seller will promptly reimburse Buyer for all outstanding Amounts within of Buyer’s reasonable out-of-pocket and third-party expenses (including without limitation reasonable attorneys’ fees) incurred in connection with the Properties, Buyer’s Diligence or this five transaction (5provided that such reimbursement will not exceed the sum of Fifty Thousand Dollars ($75,000.00) business day period, in the interest rate on the unpaid and outstanding Loan Amount of this Note shall be increased toaggregate), and this Note shall bear interest at, a monthly rate equal to one and a half percent (1.5%) or to the maximum rate permitted by law (the "Default Rate") from the expiration neither of the five Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations; (5ii) business day extend the date scheduled for Closing for such period until of time as Buyer deems reasonably necessary to allow Seller to cure or remedy such unpaid breach (but without prejudice to Buyer’s ability to thereafter invoke its other remedies hereunder should Seller fail to timely cure such breach); or (iii) seek specific performance against Seller, in which event the Closing Date will be automatically extended as necessary for Buyer to prosecute such action. Notwithstanding the foregoing, if specific performance is made unavailable as a remedy to Buyer by Seller’s affirmative acts or intentional omissions, Buyer will be entitled to pursue all rights and outstanding Loan Amount of this Note is repaid remedies available at law or in full. If an insolvency Event of Default has occurredequity, the Loan Amount of this Note and accrued Interest thereon will become immediately due and payable without any declaration or any act on the part of any Lender. Such declaration of acceleration may be rescinded and past defaults may be waived by the Lender. (b) No course If Buyer breaches this Agreement and such breach is not cured within five (5) days of dealing receiving written notice from Seller, Seller may, as Seller’s sole and exclusive remedy for such breach, by written notice given to Buyer and Escrow Agent terminate this Agreement and receive the Deposit in accordance with Section 3(b) above as Seller’s agreed and total liquidated damages, it being acknowledged and agreed by the Parties that it would be difficult or delay or failure on impossible to determine Seller’s exact damages, and the part Deposit represents a reasonable estimate of those damages. Upon such termination by Seller, neither of the Lender to exercise Parties will have any right further liability or obligation under this Section shall operate as a waiver of such right or otherwise prejudice the Lender’s rightsAgreement except for any Surviving Obligations. SELLER WAIVES ANY RIGHT TO SEEK ANY OTHER REMEDIES AGAINST BUYER, powers and remedies. The Company will pay or reimburse the Lender, to the extent permitted by law, for all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by the Lender in collecting any sums due on this Note or in otherwise enforcing any of the Lender's rights hereunderINCLUDING ANY EQUITABLE OR LEGAL REMEDIES. (c) No right The provisions of this Section 21 shall not limit any rights or remedy herein conferred upon remedies either Party may have after Closing with respect to those representations, warranties, indemnities, or other provisions of this Agreement that survive Closing or under the Lender is intended to be exclusive of Transfer Documents or any other right or remedy contained herein or existing documents entered at law, in equity, by statute or otherwise, and every such right or remedy shall be cumulative and shall be in addition Closing into pursuant to every other such right or remedy contained herein and therein or now or hereafter existing at law, in equity, by statute or otherwisethis Agreement.