Common use of Default and Remedies Clause in Contracts

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.

Default and Remedies. If Borrower fails In the event of a default by Purchaser under the terms of this Agreement, Auctioneer shall disburse the Xxxxxxx Money to pay principal Seller, and interest on Seller shall be entitled, as its sole and exclusive remedy hereunder, to retain the Maturity Date Xxxxxxx Money as full liquidated damages for such default of Purchaser, whereupon this Agreement shall terminate and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination. It is hereby agreed that Seller’s damages in the event of a default by Purchaser hereunder are uncertain and difficult to ascertain, and that the Xxxxxxx Money constitutes a reasonable liquidation of such damages and is intended not as a penalty, but as full liquidated damages. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in the event of such default. Notwithstanding anything to the contrary contained herein, this provision shall in no way affect or impair Seller’s right of recovery under any indemnity given by Purchaser in favor of Seller under this Agreement. In the event of a default by Seller under the terms of this Agreement, Purchaser’s sole and exclusive remedies hereunder shall be to either terminate this Agreement and receive a refund of the Xxxxxxx Money from Auctioneer, or to perform seek specific performance of Seller’s obligations under this Agreement, without any reduction in the Purchase Price, by commencing such an action within thirty (30) days after the date of Seller’s default. Purchaser shall have no right to seek or recover damages of any nature whatsoever from Seller in the event of a default by Seller under the terms of this Agreement. If either party institutes any action or proceeding in court to enforce any provisions hereof, or any action for damages by reason of any alleged breach of any of the agreements, conditions, covenants, provisions, or stipulations contained in this Noteprovisions hereof, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered prevailing party in whole any such action or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender proceeding shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject the non-prevailing party such amount as the court may adjudge to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costsfor the services rendered to the prevailing party, together with interest from the date its other reasonable litigation costs and expenses. The provisions of demand until paid at the highest rate this Section shall survive Closing or termination of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalthis Agreement.

Default and Remedies. If Borrower fails Tenant shall fail to pay principal and interest on either Base Rent or additional rent when due, or any other sums of money becoming due hereunder, or if Tenant shall default in the Maturity Date or to perform performance of any other of the agreementsterms, conditions, covenants, provisions, or stipulations covenants contained in this NoteLease Agreement to be observed or performed by it and does not remedy such default within thirty (30) days after written notice thereof or does not, within such thirty (30) days, commence such act or acts as shall be necessary to remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the assets of Tenant, or if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then Lenderin any such event the Landlord shall have the immediate right of reentry without resort to legal process and the right to terminate and cancel this Lease. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such term and at its option such rentals and without upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid monthly. No such reentry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default Tenant at the rate time of 12% per year such reentry; but, notwithstanding any such reentry and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum reletting without termination, Landlord may be enforced and recovered in whole or in part at any time by one thereafter elect to terminate this Lease for such previous breach. If as a result of a default hereunder, either Landlord or more Tenant shall institute legal proceedings for the enforcement of the remedies provided to Lender in this Note. In that caseother party’s obligations, Lender also may recover the non-prevailing party shall pay all costs in connection with suitincurred by the prevailing party, a including reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalfees.

Default and Remedies. Licensor and Licensee hereby agree that time is of the essence with respect to the payment by Licensee of the License Fee and any other monetary obligation of Licensee under this Agreement and the performance by Licensee of the terms, covenants and conditions of this Agreement. If Borrower Licensee fails to pay principal and interest on the Maturity Date License Fee or to perform other monetary obligation under this Agreement when due or otherwise defaults in the performance of any of the agreementsterms, conditionscovenants and conditions of this Agreement, covenants, provisions, or stipulations contained in this Note, then LenderLicensor may, at its option and without notice in addition to Borrowerall other remedies available under applicable law, may declare immediately terminate this Agreement. In the event of such a default, all payments previously made by Licensee under this Agreement will remain the property of Licensor. Termination of Licensee's right to use the Equipment Area under this Agreement will not affect Licensee's obligation to make all License Fee payments coming due and payable the entire unpaid balance of principal with interest from after the date of default at termination. Upon termination of Licensee's right to use the rate of 12% per year and all Equipment Area under this Agreement, Licensor will have the right, but no obligation, to relicense the Equipment Area to another party. In the event the Equipment Area is licensed by Licensor to another party, any License Fee received from the other sums due by Borrower hereunder anything herein party applicable to the contrary notwithstanding. Payment remainder of the Term will be applied first to any costs and expenses incurred in attempting to enforce this sum may be enforced and recovered in whole Agreement or in part at any time by one or more relicensing the Equipment Area, including costs of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection court and attorneys' fees with suit, a reasonable attorney’s fee for collectionrespect thereto, and interest on any judgment obtained by Lender at then to the rate satisfaction of 12% per yearLicensee's obligations under this Agreement. The remedies of Lender and the warrants provided in this Note paragraph are cumulative and not to the exclusion of any other rights or remedies that may be available to Licensor, at law or in equity. No waiver of any default or breach by Licensee hereunder shall be cumulative and concurrent, and they may construed to be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of itany other default or breach of this Agreement at a later time. In addition to No failure or delay by Licensor in the exercise of any remedy provided for in this paragraph shall be construed as a forfeiture or waiver of the same or any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive at a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principallater time.

Default and Remedies. The violation of any provision of this Agreement by the Mortgagor shall be a default under this Agreement, the Mortgage and the TCAP Mortgage. The Authority may give written notice of such default to the Mortgagor, by registered or certified mail, addressed to the address stated in this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. If Borrower fails the default is not corrected to pay principal and interest on the Maturity Date or to perform any satisfaction of an Authorized Officer of the agreementsAuthority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, conditionswithout further notice the Authority may avail itself of any remedy provided in the Mortgage, covenants, provisionsthe TCAP Mortgage or other document executed in connection with the Mortgage Loan or the TCAP Loan, or stipulations any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to, and in the case the Mortgagor violates the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement, the LIHTC or TCAP Regulations and other LIHTC or TCAP requirements the Authority shall, apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this NoteAgreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, then Lender, at its option and without notice to Borrower, may declare immediately due and payable since the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein injury to the contrary notwithstandingAuthority arising from any default under this Agreement would be irreparable and the amount of damage difficult to ascertain. Payment Despite anything in the foregoing to the contrary, the Authority may take possession of the Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this sum Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the TCAP Mortgage Note and TCAP Mortgage, securing the TCAP Loan. Further, in the event that the Mortgagor becomes subject to the recapture provisions set forth in Section 32 hereof, the Authority may be enforced and recovered exercise remedy provided in whole the TCAP Mortgage or other document executed in connection with the TCAP Loan, or any other remedy it may have at law or in part at equity in the effectuate such recapture. The Authority's election to pursue any time by one or more of the above remedies provided shall not be construed to Lender preclude or be a waiver of the Authority's right to pursue any of the other remedies with respect to the default for which such remedy was pursued or with respect to any default prior or subsequent to such remedy. If the Mortgagor should violate the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement HUD or any resident in the Development, may give written notice of such default to the Mortgagor, by registered or certified mail, addressed to the address stated in this NoteAgreement, or such other address as may subsequently, be designated by the Mortgagor as its legal business address. In that caseA copy of all such notices must also be sent to the Authority, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at to the rate of 12% per year. The remedies of Lender and the warrants provided address stated in this Note shall be cumulative and concurrent, and they may be pursued singly, successivelyAgreement, or together at such other address as may subsequently, be designated by the sole discretion Authority as its legal business address If the default is not corrected to the satisfaction of Lender. They HUD or the resident in the Development sending such notice of default, within 30 days after the day such notice is mailed or within such further time as HUD or the resident in the Development, sending such notice of default reasonably determines is necessary to correct the default, HUD or the resident in the Development, sending such notice of default, upon further notice to the Mortgagor and Authority may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to seek any other remedy set forth herein it may have at law or under applicable lawin equity in the event of such a default. Such remedies shall include the right to apply to any court, State or Federal, for the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% specific performance of the initial franchise fees received by Borrower upon the execution covenants and agreements contained in this Agreement; for an injunction against any violation of a franchise agreement with any new franchisee of Borrower to offset the principal such covenants and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any agreements; or for such financing shall other relief as may be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalappropriate.

Default and Remedies. The time of performance by Purchaser of the terms of this Contract for Deed is an essential part of this Contract for Deed. If Borrower Purchaser fails to pay principal and interest on the Maturity Date or to timely perform any term of the agreementsthis Contract for Deed, conditions, covenants, provisions, or stipulations contained in this Note, then LenderSeller may, at its option Seller’s option, elect to declare this Contract for Deed cancelled and without terminated by notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal Purchaser in accordance with interest from the date of default applicable law or elect any other remedy available at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole law or in part at any time by one or more of the remedies provided equity. If Seller elects to Lender in terminate this Note. In that caseContract for Deed, Lender also may recover all costs in connection with suitright, a reasonable attorney’s fee for collectiontitle, and interest on acquired under this Contract for Deed by Purchaser shall then cases and terminate, and all improvements made upon the Property and all payments made by Purchaser pursuant to this Contract for Deed (including escrow payments, if any) shall belong to Seller as liquidated damages for breach of this Contract for Deed. Neither the extension of the time for payment of any judgment obtained sums of money to be paid hereunder nor any waiver by Lender at the rate Seller of 12% per year. The remedies Seller’s rights to declare this Contract for Deed forfeited by reason of Lender any breach shall in any manner affect Seller’s right to cancel this Contract for Deed because of defaults subsequently occurring, and the warrants provided in this Note no extension of time shall be cumulative valid unless agreed to in writing. After service of notice of default and concurrent, and they may be pursued singly, successively, or together at failure to cure such default within the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable period allowed by law, Purchaser shall, upon demand, surrender possession of the Lender Property to Seller, but Purchaser shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% possession of the initial franchise fees received Property until the expiration of such period. Failure by Borrower upon the execution of Seller to exercise one or more remedies available under this Section 26 shall not constitute a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days waiver of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney right to enforce exercise such remedy or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalremedies thereafter.

Default and Remedies. If Borrower fails Time is of the essence of this Agreement, and if Xxxxx defaults in the payment of any sum due hereunder or in the performance of any other Agreement or obligation herein contained or Xxxxx becomes insolvent or bankrupt or admits in writing inability to pay principal and interest Xxxxx’s debts as they mature, or makes an assignment for benefit of creditors, or if bankruptcy, reorganisation, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any other law for the relief of debtors are instituted by or against Hirer or if Equipment is levied upon or is otherwise seized or taken from Hirer by or on behalf of any other person each of which events is hereby called “an event of default” then Radlink may at any time thereafter by written notice to Xxxxx immediately terminate this Agreement and/or declare the Maturity Date or to perform any rent payable in respect of the agreements, conditions, covenants, provisions, or stipulations contained in unexpired term of this Note, then Lender, at its option and without notice to Borrower, may declare Agreement immediately due and payable payable. Property in the entire unpaid balance of principal Equipment shall at all times remain with interest from the date Radlink and in an event of default at Radlink after giving the rate Hirer seven (7) days written notice as herein provided may retake and hold possession of 12% per year Equipment before, pending or after any action to recover any sums hereunder, free from all claims whatsoever by, through or under Hirer and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum Radlink may with or without notice and with or without legal process enter upon any premises where Equipment or any part thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided found recover equipment using such force as may be reasonably necessary so to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectiondo, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition repossess Equipment without prejudice to any other remedy set forth which it might have on account of Xxxxx’s default; and Radlink may as a matter of right retain all payments made hereunder and recover in full rent declared due and payable as aforesaid as well as other damages, if any, that Radlink may have sustained as a consequence of Xxxxx’s default, and neither the recovery of a judgement in such action or the collection of any portion of such rent or such damages shall be deemed inconsistent with or to waive or prevent any other right or remedy Radlink herein above provided for or referred to or existing under applicable law, it being understood and agreed that each and all of the Lender rights and remedies of Radlink in this Agreement are cumulative to and not in lieu of each and every other such right and remedy. Any provision hereof prohibited by applicable law shall be entitled ineffective to receive a minimum of 50% the extent of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject such prohibition but no other provisions hereof shall thereby be invalidated. Notwithstanding the foregoing Xxxxx agrees that where and to the Security Agreement and only after a default Lender shall receive 25% of extent the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce conflicting or construe any prohibiting provision of this Noteapplicable law may be waived by Xxxxx, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalsuch provisions are hereby waived.

Default and Remedies. If Borrower fails Each of the following shall constitute a default under this Agreement (a “Default”): Fraud or deceit. Failure to pay principal and interest maintain insurance coverage described herein. Contractor violation of orders or filings of a regulatory body having a material impact on the Maturity Date or Contractor’s ability to perform its obligations as required by this Agreement. Loss of Contractor’s “Organic Materials Processing Facility” Permit. Failure to perform Services as required by this Agreement for two (2) consecutive days or more or for any seven (7) days in a period of 30 days. Failure to make reasonable efforts to divert and Process Organic Materials as required in Article 3 of this Agreement. Failure of Contractor to provide reports and/or records as provided for in this Agreement. Any act or omission by Contractor which violates the terms of this Agreement. Any false or misleading representation of Contractor. Filing of a voluntary petition for debt relief. Bankruptcy of Contractor. Contractor’s failure to provide assurance of performance. Contractor shall be given 30 days from notification by the SCWMA to cure any of the agreementsforegoing Defaults arising under this Agreement, conditionsexcept that, covenants, provisions, or stipulations contained in this Noteif such Default is not capable of being cured within 30 days, then Lender(a) upon prior notice by Contractor that it is invoking this provision, the cure period shall be extended for an additional 30 days, provided that Contractor diligently pursues cure, and (b) if before the end of such additional 30-day period, Contractor submits to SCWMA a plan of cure acceptable to SCWMA in its sole discretion, then the cure period shall be as set forth in such plan of cure, provided that Contractor diligently pursues such cure. In the event of Contractor’s failure to cure said Default within the aforementioned cure period, the SCWMA may, at its option and without option, immediately terminate this Agreement upon written notice to Borrower, may declare immediately due and payable the entire unpaid balance Contractor. This right of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered termination is in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable lawrights of the SCWMA and the SCWMA’s termination of this Agreement shall not constitute an election of remedies. Instead, the Lender it shall be entitled in addition to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to and all other legal and equitable rights and remedies the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalSCWMA may have.

Default and Remedies. A) (i) If Borrower fails to pay principal and interest on the Maturity Date or to perform Lessee defaults (a) in fulfilling any of the agreementscovenants of this Lease, conditionsrequiring the payment of rent, covenants, provisionsadditional rent or other payments due under this Lease, or stipulations contained (b) in this Notestrictly complying with any of the other terms, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment conditions or provisions of this sum may be enforced and recovered Lease, or (ii) if Lessee makes a general assignment for the benefit of creditors, is adjudged a bankrupt or files a petition for reorganization or arrangement, or if there has been an attachment or other judicial seizure of substantially all of Lessee's assets, then, in whole the case of nonpayment of rent or other charges which continues for five (5) business days after Lessee receives from Lessor written notice specifying such default, or if Lessee defaults in part at any time by one or more of the remedies provided events referred to Lender in this Note. In (b) or (ii) above, then upon Lessee's receipt from Lessor of a written notice specifying the nature of said default and upon Lessee's failure to cure such default within thirty (30) days after receipt of Lessor's notice thereof, if required (or if said default or omission complained of shall be of such a nature that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionthe same cannot be completely cured or remedied within said thirty (30) day period, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note if Lessee shall be cumulative and concurrentnot have diligently commenced curing such default with such thirty (30) day period, and they shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default within a commercially reasonable amount of time), then Lessor may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as serve a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within written five (5) days business day notice of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision cancellation of this NoteLease upon Lessee and upon the expiration of said five (5) business days, or this Lease and the term hereunder shall end and expire as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees fully and other Lender’s costs, together with interest from completely as if the date of demand until paid at expiration of such five (5) business day period were the highest rate day herein definitely fixed for the end and expiration of interest this Lease and the term thereof and Lessee shall then applicable quit and surrender the dernised Premises to the unpaid principal, Lessor but Lessee shall remain liable as if the unpaid attorneys’ fees and costs had been added to the principalhereinafter provided.

Default and Remedies. If Borrower fails to pay principal (a) Seller and interest Purchaser hereby agree that in the event that Seller shall have failed in any material respect on the Maturity Closing Date or to perform have performed any of the agreements, conditions, covenants, provisions, or stipulations covenants and agreements contained in this NoteAgreement which are to be performed by Seller on or before the Closing Date, then Lenderany representation or warranty of Seller herein was untrue in any material respect when made, at its option and without notice or Seller shall have caused any representation or warranty to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from become untrue in any material respect between the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender Agreement and the warrants provided in Closing, then either (1) Purchaser may terminate this Note shall be cumulative Agreement and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum return of 50% the Deposit and Seller shall be liable to reimburse Purchaser its actual documented out-of-pocket due diligence expenses, including reasonable legal fees, not to exceed $25,000.00, or (2) Purchaser may waive such default or failure of condition, and proceed to close the transaction, in which event Purchaser shall have the right of specific performance to compel Seller to fulfill its obligation to sell the Property under the terms and conditions of this Agreement, but Seller shall not be liable for any financing proceeds received other fees or expenses of Purchaser, including any reasonable legal fees or expenses, court costs, or out-of-pocket due diligence expenses, except for any legal fees and expenses incurred by Borrower Purchaser in obtaining specific performance of this Agreement. Purchaser’s election of one of the two remedies set forth in this Section 14(a) shall be Purchaser’s sole remedy in the event of a default by Seller hereunder, and Purchaser shall have no right to pursue any other damages from any offeringSeller, whether from equitycharacterized as general or specific damages, debtcompensatory damages, consequential damages, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% any other form of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalmoney damages.

Default and Remedies. If Borrower fails shall be in default hereunder for failure to pay principal and interest on the Maturity Date pay, when due, any sum due to GPC Fine Arts Division or failure to perform any other obligation owing to GPC Fine Arts Division or if any bankruptcy or similar proceedings under federal or state law shall be filed by or against borrower or if borrower makes any assignment for the benefit of its creditors. Upon the occurrence of any such default GPC Fine Arts Division may at any time during the continuance thereof, and in addition to all other rights and remedies available herein, at law and inequity, (1) terminate the loan of all instruments/equipment rented to borrower; (2) require customer to return all loaned, or repossess all such instruments/equipment, and/or (3) recover from customer all amounts payable hereunder, (4) sue for and recover all rents and other amounts then due, or thereafter accruing under the terms of this contract; (5) take possession of any, or all of the agreementsequipment, conditionswherever it may be located, covenantswithout demand or notice, provisionswithout any court order or other process of the law, and without incurring any liability to borrower for any damages occasioned by such taking of possession; (6) pursue any other remedy not, or stipulations contained hereafter, existing at law or in equity not withstanding, any such action that GPC Fine Arts Division may take, including taking possession of any, or all of the equipment borrower shall remain liable for the full performance of all of its obligations hereunder provided, however, that if GPC Fine Arts Division in writing, terminates this Notecontract as to any item of equipment, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance borrower shall not be liable for renting respect of principal with interest from such item accruing after the date of such termination.. GPC Fine Arts Division shall not have any duty to account to borrower for the proceeds of any disposition of equipment subsequent to return or repossession. No waiver of any default at the rate of 12% per year and all shall waive any other sums due by or subsequent default. Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover shall reimburse GPC Fine Arts Division for all costs and expenses incurred by GPC Fine Arts Division in connection with suitenforcing its rights hereunder, a including reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalfees.

Default and Remedies. If Borrower An “Event of Default” by Landlord shall occur if: (i) Landlord fails to pay principal and interest on the Maturity Date or to perform Tenant any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums amounts due by Borrower Landlord hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee such failure continues for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) business days after written notice from Tenant, or Landlord shall be in default in the performance of any other material covenant or condition of this Lease on the part of Landlord to be performed for a period of thirty (30) days after written notice from Tenant of such default; provided, however, if the nature of the closing default is such that it cannot be cured practicably within thirty (30) days, but Landlord commences the curing within thirty (30) days after notice from Tenant and thereafter diligently prosecutes the curing, then the cure period shall be extended for the amount of any financing of Borrowertime practicably required to effect the cure. If Borrower defaults an Event of Default by Landlord shall occur, then, in addition to any and Lender engages all other remedies available to Tenant at law, in equity or pursuant to the terms hereof, Tenant may at its option incur the expense necessary to perform said obligation of Landlord. If Tenant shall incur any attorney to enforce or construe any provision of this Noteexpense, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all including reasonable attorneys’ fees and other Lender’s costsfees, together in instituting, prosecuting or defending any action or proceedings instituted by reason of any Event of Default by Landlord, then Landlord shall reimburse Tenant for the amount of such expense, with interest thereon at the Interest Rate from and after the date of demand until paid demand. If Tenant shall recover judgment against Landlord for failure to perform Landlord’s obligations under this Lease, or if the matter is submitted by Tenant to arbitration in accordance with this Section 18.6 and it is determined that Tenant was entitled to incur such expense, then in either event, Tenant may offset the amount of such judgment or award remaining unpaid, with interest at the highest rate Interest Rate, against Rent and other charges coming due hereunder. In the event the costs and expenses incurred by Tenant to cure a default of interest Landlord exceed the amount recouped by Tenant by its withholding from Rent and other charges as aforesaid through the balance of the Term then applicable in effect, then Tenant shall have the right, but not the obligation, to extend the unpaid principal, as if the unpaid attorneys’ fees Term for a period of time sufficient for Tenant to recover such unrecouped costs and costs had been added to the principalexpenses from Rent and other charges otherwise payable during such extended period.

Default and Remedies. If Borrower fails It shall Constitute an "EVENT OF DEFAULT" hereunder if an Event of Default occurs under the Disbursement Agreement. It shall Constitute an "EVENT OF DEFAULT" hereunder if an Event of Default occurs under the Disbursement Agreement. Upon the occurrence of an Event of Default, the Secured Party may exercise in respect of the Pledged Collateral, in addition to pay principal other rights and interest on remedies provided for herein or otherwise available to it, all the Maturity Date or to rights and remedies of a secured party under the Uniform Commercial Code (the "CODE") in effect in the State of Louisiana at that time, and the rights and remedies provided in the Indenture, the Secured Party may also, without notice except as specified below, (i) perform any of the agreementsDebtor's obligations under this Agreement for the Debtor's account. Any money expended or obligations incurred in doing so, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option including reasonable attorney's fees and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate provided in the Notes, will be charged to the Debtor and added to the obligation secured by this Agreement; (ii) take immediate possession of 12% per year the Pledged Collateral; and (iii) sell the Pledged Collateral or any part thereof in one or more parcels at one or more public or private sales, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale. The Debtor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Debtor 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. The Secured Party, in its discretion, if permitted by law, may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for and purchase for its account the whole or any part of the Pledged Collateral at any public sale or sale on any securities exchange or other recognized market. Notwithstanding the foregoing, the Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party 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. Each purchaser at any such sale shall acquire the property sold free and clear of any claim or right of the Debtor or the Agent. Upon the occurrence of an Event of Default, the Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Uniform Commercial Code (the "CODE") in effect in the State of Louisiana at that time, and the rights and remedies provided in the Indenture, the Secured Party may also, without notice except as specified below, (i) perform any of the Debtor's obligations under this Agreement for the Debtor's account. Any money expended or obligations incurred in doing so, including reasonable attorney's fees and interest at the rate provided in the Notes, will be charged to the Debtor and added to the obligation secured by this Agreement; (ii) take immediate possession of the Pledged Collateral; and (iii) sell the Pledged Collateral or any part thereof in one or more parcels at one or more public or private sales, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale. The Debtor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Debtor 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. The Secured Party, in its discretion, if permitted by law, may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for and purchase for its account the whole or any part of the Pledged Collateral at any public sale or sale on any securities exchange or other recognized market. Notwithstanding the foregoing, the Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party 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. Each purchaser at any such sale shall acquire the property sold free and clear of any claim or right of the Debtor or the Agent. Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other sums due realization upon all or any part of the Pledged Collateral may, in the discretion of the Secured Party, be held by Borrower hereunder anything herein the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of an amounts payable to the contrary notwithstanding. Payment of this sum may be enforced and recovered Secured Party pursuant to the Indenture) in whole or in part by the Secured Party against all or any part of the Obligations for the ratable benefit of the holders of the Notes. Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of an amounts payable to the Secured Party pursuant to the Indenture) in whole or in part by one the Secured Party against all or more any part of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee Obligations for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% ratable benefit of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days holders of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalNotes.

Default and Remedies. 22.01 If Borrower fails to pay principal and interest on the Maturity Date or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained TENANT shall default in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% payment of any financing proceeds received by Borrower from any offering, whether from equity, debt, rent or otherwise, and, subject to the Security Agreement and only after other sum of money becoming due hereunder for a default Lender shall receive 25% period of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days after notice of such default has been given to TENANT, or if TENANT shall default in performance of any other Covenant of this LEASE and does not remedy such default within ten (10) days after written notice thereof or does not within such ten (10) days commence such act or acts as shall be necessary to remedy such default and complete such act or acts promptly, or if TENANT shall be adjudicated as bankrupt, or file in any court a petition in bankruptcy, or file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the closing assets of TENANT, or make an assignment for the benefit of creditors, or if TENANT shall vacate or abandon the PREMISES or any substantial part thereof, or suffer the LEASE or the PREMISES, or any substantial part thereof, to be taken or encumbered under any legal process and such taking or encumbrance is not dissolved within fifteen (15) days, then in any of such events LANDLORD shall have all of the rights and remedies permitted by law including, but not limited to, the right to evict TENANT by summary proceedings and the right and option to remove all persons and property from the PREMISES and dispose of or store such property as it sees fit, all in accordance with applicable legal process. Following a default by TENANT, LANDLORD may either terminate this LEASE, or it may terminate TENANT's right to possession of the PREMISES, and re-enter the PREMISES, make such repairs and alterations as are necessary to relet the PREMISES, and relet the PREMISES for such terms and at such rent and upon such other terms and conditions as LANDLORD may deem advisable. No re-entry by LANDLORD shall be construed as an election to terminate this LEASE unless a written notice of termination is given by LANDLORD to TENANT. In the event of any financing termination of Borrowerthis LEASE, LANDLORD may recover from TENANT all damages resulting from the breach, including, but not limited to, the present value of the difference between: (1) the Base Monthly Rent and other sums that would be payable by TENANT for the remainder of the term of this LEASE; and (2) the reasonable rental value of the PREMISES for the remainder of the term of this LEASE. If Borrower defaults and Lender engages any attorney to enforce or construe any provision LANDLORD re-enters the PREMISES without terminating this LEASE, TENANT shall remain liable for the payment of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees Base Monthly Rent and other Lender’s costssums payable under this LEASE as and when they come due, together with interest from the date of demand until paid at the highest rate of interest then applicable but shall be entitled to a credit equal to the unpaid principal, as if amounts actually received by LANDLORD from reletting the unpaid attorneys’ fees PREMISES (net of LANDLORD's expenses incurred in recovering possession of and costs had been added to reletting the principalPREMISES).

Default and Remedies. If Borrower fails (a) In addition to pay principal and interest on the Maturity Date or to perform circumstances hereinbefore set forth, the occurrence of any of the agreementsfollowing shall constitute a default of this Lease by Tenant: (i) the filing of any voluntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act by or against Tenant or the institution of any voluntary or involuntary proceeding in any court or tribunal to declare Tenant insolvent or unable to pay Tenant's debts as they mature and, conditionsin the case of an involuntary petition or proceeding, covenants, provisions, the petition or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest proceeding is not dismissed within forty-five (45) days from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successivelyit is filed, or together at the sole discretion making of Lender. They may be exercised as often as occasion shall occuran assignment for the benefit of its creditors by Tenant, and failing or the appointment of a trustee or receiver for Tenant or for the major part of Tenant's property which appointment is not revoked within thirty (30) days; (ii) Tenant's failure to exercise one shall in no event be construed as a waiver pay the monthly Base Rental, Additional Rent or release of it. In addition to any other remedy set forth herein or under applicable lawsum due hereunder, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any if such financing shall be paid to Lender within nonpayment continues for five (5) or more business days after the date notice of such late payment is provided to Tenant; (iii) Tenant's default in the closing prompt and full performance of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any other provision of this NoteLease and Tenant does not cure the default within twenty (20) days after written demand by Landlord that the default be cured provided, however, that if the default cannot reasonably be cured within such time period, then Tenant shall not be in default if Tenant commences to cure such default within such time period and thereafter diligently pursues the performance thereof to completion (unless the default involves a condition dangerous to person or property, or as which will become worse if no immediate action is taken to cure such default, in which event such default shall be cured forthwith upon Landlord's demand); (iv) Tenant shall do or permit to be done anything that creates a consequence lien upon the Premises or the Building if such lien is not removed within twenty (20) days after written notice thereof to Tenant. Landlord shall have no obligation to notify Tenant of any violations of this Lease, except monetary, on more than two (2) occasions during any Lease Year, and an event of default whether shall be deemed to have occurred hereunder in such circumstances without the necessity of any prior notice by Landlord or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable opportunity to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalcure by Tenant.

Default and Remedies. If Borrower fails an Event of Default with respect to pay Senior Notes shall occur and be continuing, the principal and interest on the Maturity Date or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, Senior Notes may declare immediately be declared due and payable in the entire unpaid balance of principal manner and with interest from the date of default at the rate of 12% per year effect and all other sums due by Borrower hereunder anything herein consequent remedies to the contrary notwithstandingHolders, in each case, as provided in the Indenture. Payment No Holder of this sum may be enforced and recovered in whole any Senior Note shall have any right by virtue or by availing of any provision of the Indenture to institute any action or proceeding at law or in part at equity or in bankruptcy or otherwise upon or under or with respect to the Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any time other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of a Continuing Event of Default and unless the Holders of not less than 25% in aggregate principal amount of the Senior Notes then Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and the Holders of a majority in principal amount of then Outstanding Senior Notes shall have not given the Trustee a direction inconsistent with such request, it being understood and intended, and being expressly covenanted by the Holders of every Senior Note with every other Holder and the Trustee, that no one or more Holders of Senior shall have any right in any manner whatever by virtue or by availing of any provision of the remedies provided Indenture to Lender in this Note. In that caseaffect, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on disturb or prejudice the rights of any judgment obtained by Lender at the rate other such Holder of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successivelySenior Notes, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver obtain or release of it. In addition seek to obtain priority over or preference to any other remedy set forth such Holder or to enforce any right under the Indenture, except in the manner herein or under applicable lawprovided and for the equal, ratable and common benefit of all Holders of Senior Notes. For the Lender protection and enforcement of the provisions of the Indenture, each and every Holder and the Trustee shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from such relief as can be given either at law or in equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or to perform The occurrence of any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided following events shall constitute a default ("Default") of this Agreement by Seller: (i) failure of Seller to Lender repurchase any Purchased Account when required pursuant to Paragraph 7 hereof; (ii) the failure of Seller to perform any other covenant or agreement contained herein; (iii) any warranty or representation of Seller made herein shall be untrue; (iv) dissolution or termination of existence of Seller; (v) death of any Seller if Seller shall be an individual; (vi) Seller shall file or have filed against it a petition in this Notebankruptcy or for reorganization or adjustment of its debts or if Seller shall make an assignment for the benefit of creditors; (vii) a tax lien shall be filed against Seller; (viii) a judgment shall be entered against Seller which is not promptly satisfied or if a levy attachment shall be filed against Seller or its property; and/or (ix) if Purchaser shall PLEASE INITIAL HERE _______ Factoring Agreement. page 4 of 5. deem itself insecure for any reason whatsoever. In that casethe event a Default shall occur: i) Purchaser shall have the right to require Seller to immediately repurchase all of the Purchased Accounts for an amount equal to the sum of the aggregate unpaid balances of all the Purchased Accounts then owned by Purchaser plus all Charges and other amounts due Purchaser hereunder; ii) Seller shall pay to Purchaser all other damages costs and losses caused to it by reason of such Default, Lender also including, but not limited to reasonable attorneys' fees, court costs, other collection expenses and all other expenses and costs incurred or paid by Purchaser to obtain performance or to enforce any covenant or agreement of Seller hereunder; and iii) Purchaser shall have the right to enforce all rights which it may recover have with respect to the security interest granted to it pursuant to this Factoring Agreement and specifically, but not by way of limitation, to notify all costs in connection with suitAccount Debtors of Seller's Accounts to make all payments directly to Purchaser, a reasonable attorney’s fee for collectionto notify and require the U.S. Post Office to deliver Seller's mail to Purchaser, and interest on to open Seller's mail and take and endorse for deposit in the name of Seller all payments received upon any judgment obtained by Lender at the rate of 12% per year. The remedies Seller's Accounts and to deposit same for benefit of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of itPurchaser. In addition to the Charges provided for elsewhere herein, Seller shall pay Purchaser a late payment charge equal to eighteen per cent ( 18%) per annum of any other remedy set forth herein or under applicable amounts not paid when due to the date of payment thereof. To the extent permitted by law, the Lender shall be entitled to receive a minimum of 50% Seller hereby irrevocably authorizes any attorney of any financing proceeds received by Borrower from court of record to appear for Seller in such court, in term time or vacation, at any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only time after a default Lender shall receive 25% hereunder and confess judgment against Seller, without process in favor of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal Purchaser, its successors or assigns, for such amount as may appear due, owing and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costsunpaid hereunder, together with interest from the date costs of demand until paid at the highest rate of interest then applicable collection including reasonable attorney's fees, and to the unpaid principalwaive and release all errors which may intervene in any such proceedings, as if the unpaid attorneys’ fees and costs had been added consent to the principalimmediate execution upon such judgment, hereby ratifying and confirming all that said attorney may do by virtue hereof.

Default and Remedies. If Borrower Tenant fails to pay principal when due rent or any other charges or sums required to be paid hereunder by Tenant, or if Tenant vacates or abandons the Premises or if Tenant is adjudicated a bankrupt or files or consents to the filing of a voluntary or involuntary petition in bankruptcy or a petition or arrangement or reorganization or any other insolvency proceedings are brought or filed by or against Tenant or if Tenant seeks, consents to or acquiesces in the appointment of a receiver of all or substantially all of Tenant’s property or of Tenant’s interest in this Lease or if Tenant makes an assignment for the benefit of creditors or enters into an agreement of composition with its creditors or if Tenant fails to satisfy promptly any execution, garnishment, judgment or attachment which impairs its ability to carry on its operations in the Premises or if Tenant is dissolved, ceases the active conduct of business or makes a bulk sale of all or substantially all of its assets or if Tenant fails to promptly and interest on the Maturity Date or to fully perform any of the agreementsother covenant, conditions, covenants, provisions, condition or stipulations agreement contained in this NoteLease and such failure to perform continues for fourteen (14) days after written notice is given to Tenant by Landlord, then LenderLandlord shall have the right, at its option option, to 1) annul and terminate this Lease and thereupon re-enter and take possession of the Premises; 2) without terminating this lease, re-enter and re-let the Premises from time to time as agent of Tenant, it being agreed by Tenant that such re-entry and/or re-letting shall not constitute an election by Landlord to terminate this Lease (unless Landlord provides written notice to BorrowerTenant of such termination) or discharge Tenant from any liability or obligation hereunder (nothing herein, may however, shall be construed to require Landlord to re-enter or re-let in the event of any such default); or 3) declare all rent for the remainder of the Term to be immediately due and payable payable. If Landlord re-enters the entire unpaid balance Premises as provided above, Landlord shall not be deemed to have terminated this Lease or the obligation of principal with interest from Tenant to pay any rent or other charges thereafter accruing unless Landlord notifies Tenant in writing of Landlord’s election to terminate this Lease. In the date event of default any such re-entry or re-taking of possession by Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of Tenant’s personal property and place the same in storage at a public warehouse at the rate expense and risk of 12% per year and all other sums due Tenant. If Landlord elects to re-let the Premises for the account of Tenant, the rent received by Borrower hereunder anything herein Landlord from such re-letting shall be applied as follows: first, to the contrary notwithstanding. Payment payment of this sum may be enforced any indebtedness other than rent then due and recovered in whole or in part at any time owing by one or more Tenant to Landlord; second, to the payment of reasonable costs of such letting, including rent concessions, moving allowances and brokerage fees, if any; third, to the payment of the remedies provided costs of any alterations, repairs or leasehold improvements to Lender the Premises made for such new tenant; fourth, to the payment of all rent due and payable hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future rent as it becomes due. If that portion of rent received from such reletting is insufficient to pay the rent payable by Tenant under this NoteLease, then Tenant shall pay the deficiency to Landlord promptly upon demand. In that caseSuch deficiency shall be calculated and paid monthly. Tenant shall also pay the Landlord, Lender also may recover as soon as determined, all costs and expenses incurred by Landlord in connection with suitsuch reletting or in making alterations, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, repairs or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject leasehold improvements to the Security Agreement and only after a default Lender shall receive 25% of Premises which are not covered by the initial franchise fees rent received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalre-letting.

Default and Remedies. If Borrower fails Tenant shall fail to pay principal and interest on either Base Rent or any additional rent when due, or any other sums of money becoming due hereunder, or if Tenant shall default in the Maturity Date or to perform performance of any other of the agreementsterms, conditions, covenants, provisions, or stipulations covenants contained in this NoteLease Agreement to be observed or performed by it and does not, within thirty (30) days after written notice thereof or does not within such thirty (30) days, commence such act or acts as shall be necessary to remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or if any state a petition in bankruptcy or insolvency or for reorganization, or file and have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the assets of Tenant, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then Lenderin any such event the Landlord shall have the immediate right of re-entry without resort to legal process and the right to terminate and cancel this Lease. If Landlord should elect to re-enter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate and cancel this Lease or it may from time to time without terminating this Lease, re-let the Premises for such term and at its option such rentals and without upon such other terms and conditions as the Landlord may deem advisable. If such re-letting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid in a lump sum within thirty (30) days after receipt of notice by Landlord of amount due. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election to Borrower, may declare immediately due and payable terminate this Lease unless written notice of such intention be given by the entire unpaid balance of principal with interest from Landlord to the date of default Tenant at the rate time of 12% per year such re-entry; but, notwithstanding any such re-entry and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum re-letting without termination, Landlord may be enforced and recovered in whole or in part at any time by one or more thereafter elect to terminate this Lease for such previous breach. If as a result of Tenant's default hereunder, Landlord shall institute legal proceedings for the remedies provided to Lender in this Note. In that caseenforcement of Tenant's obligations, Lender also may recover Tenant shall pay all costs in connection with suitincurred by Landlord, a including reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal's fee.

Default and Remedies. If Borrower fails (a) OPTIONEE'S DEFAULT/NB 3's REMEDIES. In the event of Optionee's default in the performance of any obligation or covenant under this Agreement prior to pay principal and interest on the Maturity Date or to perform any Optionee's effective exercise of the agreementsOption, conditions, covenants, provisions, or stipulations contained in NB may terminate this Note, then Lender, at its option Agreement and without notice to Borrower, may declare immediately due and payable the entire unpaid balance further avail itself of principal with interest from the date of default at the rate of 12% per year any and all other sums due by Borrower hereunder anything herein remedies available to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole it at law or in part at equity. In the event of Optionee's default in the performance of any time by one obligation or more covenant under this Agreement after Optionee's exercise of the remedies provided Option and which causes Closing not to Lender take place in accordance with this Note. In that caseAgreement, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionNB 3 shall be released from any obligation to sell or otherwise convey the Property to Optionee, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender NB 3 shall be entitled to receive a minimum retain the Deposit paid by Optionee under this Agreement, including all accrued interest, as liquidated damages for such default. In the event of 50% Optionee's default in the performance of Optionee's obligations under this Agreement which does not prevent Closing from occurring, or of any financing proceeds received other obligation or covenant of Optionee under this Agreement after the Closing Date, NB 3 may avail itself of any and all remedies available to it at law or in equity. NB 3 shall have no right to seek punitive damages from Optionee by Borrower from reason of a default hereunder, and NB 3 hereby expressly waives any offeringsuch right. Without limiting the foregoing, whether from equitythe occurrence of an "Event of Default" under that certain Mortgage, debt, or otherwise, and, subject to the Security Agreement and only after Financing Statement dated as of August 5, 2003, recorded at the Bureau and also at the Land Court (the "Lot 4 Mortgage"), shall constitute a default Lender shall receive 25% by Optionee under this Agreement, and NB 3 may, in addition to, but not to the exclusion of, all other rights and remedies of NB 3 under this Agreement and all other rights and remedies of the initial franchise fees received by Borrower upon Lot 4 Seller under the execution of a franchise agreement with any new franchisee of Borrower to offset Lot 4 Mortgage, terminate the principal Option and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing this Agreement, after which Optionee shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce have no further or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalcontinuing rights hereunder.

Default and Remedies. A. If Borrower fails default shall be made in the payment of the Rent or any installment thereof or in the payment of any other sum required to pay principal be paid by Tenant under this Lease (provided that written notice of non-payment shall be given prior to declaring a default for non-payment not more than one (1) time in any calendar year) or under the terms of any other agreement between Landlord and interest on Tenant or if default shall be made in the Maturity Date observance or to perform performance of any of the agreementsother covenants or conditions in this Lease which Tenant is required to observe and perform and such other default shall continue for thirty (30) days after written notice to Tenant, conditions, covenants, provisions(or a longer period not to exceed an additional thirty (30) days if Tenant is diligently proceeding to cure and such default reasonably cannot be cured within the initial thirty (30) days), or stipulations contained if a default involves a hazardous condition or material violation of Applicable Laws and Tenant does not commence to cure immediately upon written notice to Tenant, or if the interest of Tenant in this NoteLease shall be levied on under execution or other legal process, then Lenderor if any voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by Tenant, at its option or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and without notice to Borrowershall not have been dismissed within thirty days from the filing thereof, may declare immediately due or if a receiver shall be appointed for Tenant or any of the property of Tenant by any court and payable the entire unpaid balance of principal with interest such receiver shall not have been dismissed within thirty days from the date of default at appointment, or if Tenant shall make an assignment for the rate benefit of 12% per year and all other sums due by Borrower hereunder anything herein creditors, or if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant shall dissolve, begin winding up its affairs or cease its business operations, or if there shall be a material adverse change in the contrary notwithstanding. Payment business or financial condition of this sum Tenant that is likely to result in Tenant being unable to perform its obligations hereunder, or Tenant fails to maintain the insurance coverages required hereby, then Landlord may be enforced and recovered in whole or in part at treat the occurrence of any time by one or more of the foregoing events as a breach of this Lease, and thereupon at its option may, with or without notice or demand of any kind to Tenant or any other person, have any one or more of the following described remedies, in addition to all other rights and remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.:

Default and Remedies. If Borrower 8.1 Notwithstanding anything to the contrary contained in this Agreement, if Seller fails to pay principal and interest on the Maturity Date or to perform any of its obligations or agreements contained herein prior to Closing in accordance with the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment terms of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a fails to cure such default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) business days following written notice thereof from Purchaser, then, as Purchaser’s sole and exclusive remedy, Purchaser shall elect either: (i) to terminate this Agreement, in which event, the Title Company shall immediately return the Exxxxxx Money to Purchaser, and, Seller shall within 10 days after receipt of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costsreasonably detailed statement therefor from Purchaser, together with interest from reasonable supporting documentation evidencing such costs and expenses, reimburse to Purchaser all third party out of pocket costs and expenses incurred by Purchaser in connection with the date Transaction, up to a maximum of demand until paid at the highest rate $30,000.00, including reasonable legal fees and due diligence expenses, and upon such termination and payment of interest then applicable such reimbursement, neither party shall have any further rights, liabilities or obligations under this Agreement (except for those that expressly survive termination), or (ii) to enforce specific performance of this Agreement, provided that any suit for specific performance must be brought within thirty (30) days after Seller’s default, failing which, Purchaser shall be deemed to have waived its right to specific performance to the unpaid principalmaximum extent permitted by law. In the event specific performance is not available to Purchaser because Seller has sold, transferred, or otherwise conveyed the Property to a bona fide third party in breach of this Agreement, then, in the event of termination of this Agreement by Purchaser, in addition to the return of the Exxxxxx Money to Purchaser and payment of such reimbursement amount as aforesaid up to a maximum of $30,000.00, Seller shall, within five (5) business days thereafter, pay to Purchaser, as if the unpaid attorneys’ fees liquidated damages and costs had been added not as a penalty, an amount equal to the principalamount of the Exxxxxx Money, the same being deemed Purchaser’s damages on account thereof, the exact amount of damages to be suffered by Purchaser on account of any such default being difficult if not impossible to ascertain and Purchaser and Seller agreeing that such amount is a reasonable approximation of the damages to be suffered by Purchaser on account thereof.

Default and Remedies. If Borrower fails In the event of Purchaser's default in the performance of any obligation or covenant under this Agreement prior to pay principal and interest on the Maturity Date Closing or which prevents Closing from taking place as provided herein, Seller may elect to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in terminate this Note, then Lender, at its option and without Agreement by written notice to BorrowerPurchaser and retain all monies paid by Purchaser to Seller hereunder as Seller's full and complete liquidated damages for such default, the parties hereby acknowledging and agreeing that the amount of Seller's actual damages in such circumstance would be difficult, if not impossible, to determine. The parties further agree that such amount is a reasonable estimate of damages and is not a penalty. In the event of Purchaser's default in the performance of any obligation or covenant hereunder after Closing has taken place, Seller may declare immediately due and payable the entire unpaid balance avail itself of principal with interest from the date of default at the rate of 12% per year any and all other sums due by Borrower hereunder anything herein remedies available to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole it at law or in part equity. If Seller defaults under this Agreement prior to Closing, Purchaser may terminate this Agreement by written notice to Seller, whereupon Seller shall refund to Purchaser all monies paid by Purchaser to Seller under this Agreement, along with additional damages in the amount of three percent (3%) of all monies paid by Purchaser to Seller under this Agreement as full and complete liquidated damages for such default, and the parties shall be relieved of any further obligations hereunder. The parties acknowledge and agree that the amount of Purchaser's actual damages in such circumstance would be difficult, if not impossible, to determine and that the above amount is a reasonable estimate of damages and is not a penalty. If Seller defaults under this Agreement after Closing, Purchaser may avail itself of any and all remedies available to it at any time by one or more of the remedies provided to Lender in this Notelaw. In that case, Lender also may recover all costs in connection with suit, any court action between the parties hereto occasioned by a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable lawdefault hereunder, the Lender prevailing party shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to collect its reasonable attorney's fees actually incurred in the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalnon-prevailing party.

Default and Remedies. If Borrower fails The occurrence of any of the following shall be an event of default: (a) Sublessee’s failure to pay principal any rent or any other amount payable by Sublessee as and interest on the Maturity Date when due and Sublessee’s continued failure to cure such nonpayment for fifteen (15) days following written notification by Sublessor of such nonpayment; provided, however, Sublessor shall not be required to provide written notice of monetary defaults more than twice in any 12‐ month period, and accordingly an event of default shall occur upon Sublessee’s second failure to pay any rent or any other amount payable by Sublessee as and when due within any 12‐month period; (b) Sublessee’s failure to perform any other obligation of this Sublease if such failure is not cured within thirty (30) days after notice of such default has been given to Sublessee by Sublessor; or (c) Sublessee’s continued breach of any term or condition of the agreementsLease after Sublessee has been notified by Sublessor of said term or condition. Upon default, conditionsSublessor shall have any or all of the following remedies, covenants, provisions, in addition to all other rights and remedies allowed to Lessor under the Lease and all rights and remedies now or stipulations contained in hereafter available at law or equity: (i) Sublessor may terminate this Note, then Lender, at its option and without Sublease by written notice to BorrowerSublessee unless any such default has been cured prior to such termination notice becoming effective. Any such termination by Sublessor shall not release Sublessee from the obligations contained herein, may declare immediately due and payable including the entire unpaid obligation to pay rent; or (ii) Sublessor shall be entitled to recover damages from Sublessee, including, but not limited to the balance of principal with interest from rent due under this Sublease for the date remainder of default at the rate term of 12% per year this Sublease, and all other sums due by Borrower hereunder anything herein if Sublessor relets the Subleased Property, the reasonable cost of re‐ letting the Subleased Property, including but not limited to the contrary notwithstanding. Payment cost of the cleanup and removal of Sublessee’s property and equipment, and any other resulting expenses, together with any loss of rent suffered by Sublessor over the balance of the term of this sum may be enforced and recovered Sublease following the default. These remedies, in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or available to Sublessor under applicable law, the Lender shall be entitled to receive a minimum of 50% cumulative. Pursuit by Sublessor of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject remedy shall not be deemed to the Security Agreement and only after a default Lender shall receive 25% constitute an election of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalremedies.

Default and Remedies. Section 9 of the Lease shall be deleted in its entirety and replaced with the following: If Borrower Lessee fails to pay principal and interest on the Maturity Date any rent due under this Lease within ten (10) days of receiving written notice from Lessor of such failure, or Lessee fails to perform any of the agreements, conditions, covenants, provisions, other covenants or stipulations conditions contained in this NoteLease within thirty (30) days after receiving written notice from Lessor of such nonperformance (or if the default is of such a nature that it cannot be cured within thirty (30) days, and Lessee fails to commence and pursue such cure with diligence within thirty (30) days of receiving such written notice of nonperformance from Lessor), then LenderLessee shall be in default hereunder. In the event of a default and failure to cure by Lessee, Lessor may, at its option and without notice to Borroweroption, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by exercise one or more of the following remedies provided to Lender (i) terminate this Lease; (ii) retake possession of the Premises without terminating the Lease; (iii) relet the Premises, and (iv) pursue any other remedies available at law or in this Noteequity. In such event, Lessor shall use reasonable efforts to mitigate its damages. Lessor shall be in default under this Lease if Lessor fails to perform any covenant or obligation contained within this Lease within thirty (30) days after receiving written notice from Lessee of such nonperformance. In the event such nonperformance is not cured within said thirty (30) day period (or if the default is of such a nature that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionit cannot be cured within thirty (30) days, and interest on Lessor fails to commence and pursue such cure with diligence within thirty (30) days of receiving such written notice of nonperformance from Lessee), Lessee may elect to cure such nonperformance and deduct the cost thereof from Lessee’s monthly rental obligation or terminate this Lease and pursue any judgment obtained by Lender and all remedies available to Lessee at the rate of 12% per year. The remedies of Lender and the warrants provided law or in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of itequity. In addition to the event of any other remedy set forth herein or under applicable lawdispute between the parties, the Lender prevailing party shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable recover its attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and courts costs had been added to the principalin such dispute.

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or 401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Agency Loan Promissory Note and/or the Agency Loan Deed of Trust within the agreementstime periods provided herein following notice and failure to cure as described hereafter, conditions, covenants, provisions, or stipulations contained in constitutes a “Default” under this Note, then Lender, at its option and without Agreement. A party claiming a Default shall give written notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein Default to the contrary notwithstandingother parties specifying the Default complained of. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants Except as otherwise expressly provided in this Note Agreement, the claimant shall be cumulative and concurrentnot institute any proceeding against any other party, and they may the other party shall not be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a Default if such party cures such default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of if the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney claimed Default is a failure to enforce or construe any provision of this pay amounts due pursuant to the Agency Loan Promissory Note, or thirty (30) days from receipt of such notice for all other claimed Defaults hereunder. However, in the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the Agency a consequence copy of any default whether such notice of default. Even if the holder of such loan or deed of trust has not any legal action is filedexercised its rights or remedies with respect to such default, Borrower immediately the Agency shall pay on demand all reasonable attorneys’ fees and other Lender’s costseach have the right (but not be obligated to) cure such default. In such event, together with interest the Agency shall be entitled to reimbursement from the date Developer of demand until paid at all costs and expenses they have actually incurred in curing such default. The Agency (as applicable) shall be entitled to add the highest rate of interest then applicable amount incurred by it to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added amounts owing pursuant to the principalAgency Loan Promissory Note , and secured by the Agency Loan Deed of Trust.

Default and Remedies. The violation of any provision of this Agreement by the Mortgagor shall be a default under this Agreement, the Mortgage and the Section 1602 Mortgage. The Authority may give written notice of such default to the Mortgagor, by registered or certified mail, addressed to the address stated in this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. If Borrower fails the default is not corrected to pay principal and interest on the Maturity Date or to perform any satisfaction of an Authorized Officer of the agreementsAuthority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, conditionswithout further notice the Authority may avail itself of any remedy provided in the Mortgage, covenants, provisionsthe Section 1602 Mortgage or other document executed in connection with the Mortgage Loan or Section 1602 Loan, or stipulations any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this NoteAgreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, then Lender, at its option and without notice to Borrower, may declare immediately due and payable since the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein injury to the contrary notwithstandingAuthority arising from any default under this Agreement would be irreparable and the amount of damage difficult to ascertain. Payment Despite anything in the foregoing to the contrary, the Authority may take possession of the Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this sum may be enforced Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and recovered in whole compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or in part at the Section 1602 Mortgage Note and Section 1602 Mortgage, securing the Section 1602 Loan. The Authority's election to pursue any time by one or more of the above remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event not be construed as to preclude or be a waiver of the Authority's right to pursue any of the other remedies with respect to the default for which such remedy was pursued or release of it. In addition with respect to any other remedy set forth herein default prior or under applicable law, the Lender shall be entitled subsequent to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalremedy.

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or to perform The occurrence of any of the agreementsfollowing shall constitute a default by Buyer: failure to make any payment when due; failure to comply with or perform any provision of this Agreement; false or misleading representations or warranties made or given by Buyer; assertion of any lien, conditionslevy or other judicial process against the Equipment or diminishment or impairment of Buyer’s rights in or to the Equipment; voluntary or involuntary commencement of any proceeding under which Buyer is subjected to or seeks relief under any bankruptcy, covenantsinsolvency or receivership proceeding; any act of Buyer which results in the substantial reduction in the value of the Equipment or imperils the prospect of full performance or satisfaction of Buyer’s obligations hereunder; any modification to the Equipment without Seller’s written consent; if Buyer sells, provisionsencumbers or otherwise disposes of the Equipment while title thereto remains in Seller; or if Buyer is in default of any other obligation to Seller or any company affiliated with Seller. Upon any default by Buyer, or stipulations contained in and at the option of Seller, all sums payable under this Note, then Lender, at its option Agreement and without notice to Borrower, may declare any other amount due Seller shall immediately become due and payable in full without notice or demand to Buyer and Seller shall have all the entire rights, remedies and privileges as are accorded to Seller by law including, without limitation, those pertaining to repossession, retention and sale of the Equipment and disposition of the proceeds. In addition, Seller may also enter, with or without legal process, into or upon the premises where the Equipment or any part thereof may be located and take possession of the Equipment, or render it unusable, or dispose of the Equipment (in such event Buyer agrees not to resist or interfere with Seller’s actions); or require Buyer to make the Equipment available to Seller at a place reasonably designated by Seller to enable Seller to dispose of the Equipment. If Seller exercises its option to retake the Equipment, it may resell the Equipment at public or private sale. The proceeds of sale shall be applied as follows: first to reimburse Seller for the fees, costs and expenses incurred, including reasonable counsel fees; next to pay Seller the unpaid balance of principal with interest from the date of default at the rate of 12% per year and all purchase price or any other sums amount due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender Seller; and the warrants provided in this Note surplus, if any, shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lenderpaid to Buyer. They may be exercised as often as occasion Buyer shall occur, and failing remain liable to exercise one shall in no event be construed as a waiver or release of itSeller for any deficiency. In addition to any other remedy set forth herein or under applicable law, the Lender Seller shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all recover reasonable attorneys’ fees and all other Lender’s costsfees, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as costs and expenses incurred by Seller if the unpaid attorneys’ fees and costs had been added to the principalBuyer defaults or Seller is successful in defending a claim asserted by Buyer.

Default and Remedies. If Borrower Seller or Buyer shall be in default under this Contract if either fails to pay principal and interest on comply with any material covenant, agreement or obligation within any time limits required by this Contract. Following a default by either Seller or Buyer under this Contract, the Maturity Date or to perform any of other party shall have the agreementsfollowing remedies: If Seller defaults, conditionsBuyer may, covenantsas Buyer’s sole remedies, provisions(i) specifically enforce this Contract, or stipulations contained in (ii) terminate this Note, then Lender, at its option and without Contract by written notice to BorrowerSeller and, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that caseif so terminated, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum refund of 50% the Xxxxxxx Money paid hereunder. If Buyer defaults, Seller may terminate this Contract by written notice to Buyer and retain the Xxxxxxx Money as liquidated damages as Seller's sole remedy (the parties recognizing that it would be extremely difficult to ascertain the extent of any financing proceeds received actual damages caused by Borrower from any offeringBuyer's breach, whether from equityand that the Xxxxxxx Money represents as fair an approximation of such actual damages as the parties can now determine); provided, debthowever, that Seller's retention of the Xxxxxxx Money as liquidated damages shall not limit Seller's rights or otherwise, and, subject discharge Buyer's obligations concerning Buyer's repair of damage to the Security Agreement Property or Buyer's defense and only after indemnification of Seller as provided under Section 8 above. If, as a result of a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any under this Contract, either Seller or Buyer employs an attorney to enforce or construe any provision of this Noteits rights, or as a consequence of any default whether or not any legal action is filedthe nonprevailing party shall, Borrower immediately shall pay on demand unless prohibited by law, reimburse the prevailing party for all reasonable attorneys’ fees ' fees, court costs and other Lender’s costs, together legal expenses incurred by the nondefaulting party in connection with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principaldefault.

Default and Remedies. If Borrower (a) Obligor shall be in default hereunder if: (i) Obligor fails to pay principal and interest on any Payment or any other payment required hereunder within ten (10) days of the Maturity Date due date thereof; (ii) Obligor fails to observe, keep or to perform any other term or condition of this Master IPA or a Schedule and such failure continues for thirty days following receipt of written notice thereof from Payee; (iii) any representation or warranty made by Obligor herein or in any document delivered to Payee in connection herewith shall prove to be false or misleading in any material respect; (iv) Obligor defaults under any other material obligation to Payee, provided that Obligor shall have thirty (30) days after notice of such default, or such longer period of time as may be necessary to cure such default so long as Obligor commences to cure such default within such thirty (30) day period and thereafter uses commercially reasonable efforts to pursue such cure; (v) Obligor or any guarantor becomes insolvent, dissolves, or assigns its assets for the benefit of creditors, or enters any bankruptcy or reorganization proceeding; (vi) any guarantor of the agreementsMaster IPA dies or does not perform its obligations under the guaranty; (vii) Obligor undergoes a change in ownership or control of any type, conditionsthat in the Payee’s reasonable judgment, covenantsresults in a deterioration of Obligor’s creditworthiness; and/or (vii) Obligor defaults on any obligation owed to PNC Bank, provisionsNational Association, or stipulations contained including but not limited to those obligations set forth in this Notethe Cross Collateralization Agreement. (b) If Obligor is in default, then Lender, at its option and without notice Payee shall have the right to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at take any time by one or more of the remedies provided following actions: (i) cancel or terminate any or all Schedules or any other agreements that Payee has entered into with Obligor; (ii) proceed by appropriate court action or actions at law or in equity to Lender in enforce performance by Obligor of the terms and conditions of this Note. In that caseMaster IPA or any defaulted Schedule and/or recover damages for the breach thereof; (iii) by written notice to Obligor, Lender also may recover which notice shall apply to all costs in connection with suitSchedules hereunder except as specifically excluded therefrom by Payee, a reasonable attorney’s fee for collectiondeclare due and payable, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note Obligor shall be cumulative and concurrentwithout further demand, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing forthwith pay to exercise one shall in no event be construed as a waiver or release of it. In addition Payee an amount equal to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum unpaid Payment then due as of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at such notice plus, as liquidated damages or loss of the highest rate of interest then applicable bargain and not as a penalty, an amount equal to the unpaid principal, as if Stipulated Loss Value; and/or (iv) exercise any other right or remedy available at law or in equity. Payee shall also have the unpaid attorneys’ fees and costs had been added right to authorize the developer of the Licensed Software to terminate access to the principal.Licensed Software, free from all claims by Obligor. Termination of the Licensed Software shall not constitute a termination of this Master IPA or any Schedule unless Payee so notifies

Default and Remedies. Section 10 of the Lease shall be deleted in its entirety and replaced with the following: If Borrower Lessee fails to pay principal and interest on the Maturity Date any rent due under this Lease within ten (10) days of receiving written notice from Lessor of such failure, or Lessee fails to perform any of the agreements, conditions, covenants, provisions, other covenants or stipulations conditions contained in this NoteLease within thirty (30) days after receiving written notice from Lessor of such nonperformance (or if the default is of such a nature that it cannot be cured within thirty (30) days, and Lessee fails to commence and pursue such cure with diligence within thirty (30) days of receiving such written notice of nonperformance from Lessor), then LenderLessee shall be in default hereunder. In the event of a default and failure to cure by Lessee, Lessor may, at its option and without notice to Borroweroption, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by exercise one or more of the following remedies provided to Lender (i) terminate this Lease; (ii) retake possession of the Premises without terminating the Lease; (iii) relet the Premises, and (iv) pursue any other remedies available at law or in this Noteequity. In such event, Lessor shall use reasonable efforts to mitigate its damages. Lessor shall be in default under this Lease if Lessor fails to perform any covenant or obligation contained within this Lease within thirty (30) days after receiving written notice from Lessee of such nonperformance. In the event such nonperformance is not cured within said thirty (30) day period (or if the default is of such a nature that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionit cannot be cured within thirty (30) days, and interest on Lessor fails to commence and pursue such cure with diligence within thirty (30) days of receiving such written notice of nonperformance from Lessee), Lessee may elect to cure such nonperformance and deduct the cost thereof from Lessee’s monthly rental obligation or terminate this Lease and pursue any judgment obtained by Lender and all remedies available to Lessee at the rate of 12% per year. The remedies of Lender and the warrants provided law or in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of itequity. In addition to the event of any other remedy set forth herein or under applicable lawdispute between the parties, the Lender prevailing party shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable recover its attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and courts costs had been added to the principalin such dispute.

Default and Remedies. 17. If Borrower fails to pay principal any rent is due and interest on the Maturity Date remains unpaid for ten (10) days after receipt of notice from Landlord, or to perform if Tenant breaches any of the agreementsother covenants of this Lease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, conditionsLandlord shall (then but not until then, covenantshave the right (a) to sue for rent, provisions(b) to repenter withoxx terminating this Lease, provided that Landlord shall use its best efforts to relet the Leased Premises for Tenant's account and otherwise to mitigate its damages [it being expressly understood that Tenant shall remain liable on a monthly basis for the difference between what Tenant's obligations under this Lease are and what Landlord actually collects, and further provided that if Landlord elects to re-enter without terminating this Lease, this Lease shall nonetheless expire as of the next optional termination date as set forth in Article 3(d), or stipulations contained (c) to terminate this Lease and re-enter the Leased Premises; but if Tenant shall pay said rent within said ten (10) days, or in this Notegood faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then Lendertenant shall not be considered in default. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty days after receipt of notice from Tenant, at its option Tenant shall have the right and without notice is hereby irrevocably authorized and directed to Borrower, may declare immediately due deduct such sum or Sails from fixed and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year percentage rent and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costsLandlord, together with interest from the date of demand until paid thereon at the highest so-called prime rate charged from time to time by The First National Bank of Chicago, plus two per cent until fully reimbursed. If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant, Tenant shall then have the right, at tenant's option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from fixed and percentage rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to tine by The First National Bank of Chicago, plus two per cent until fully reimbursed. If Landlord shall in good faith within said thirty (30) days commence to correct such breach, and diligently proceed therewith to completion, then applicable Landlord shall not be considered in default. No delay on the part of either party in enforcing any of the provisions of this Lease shall be considered as a waiver thereof. Any consent or approval granted by either party under this Lease must be in writing and shall not be deemed to waive or render unnecessary the unpaid principal, as if the unpaid attorneys’ fees and costs had been added obtaining of consent or approval with respect to the principalany subsequent act or omission for which consent is required or sought.

Default and Remedies. If Borrower fails Tenant shall fail to pay principal and interest on either Base Rent or Additional Rent when due, or any other sums of money becoming due hereunder within ten (10) days of written notice, or if Tenant shall default in the Maturity Date or to perform performance of any of the agreementsother terms, conditions, covenants, provisions, or stipulations covenants contained in this NoteLease within thirty (30) days after written notice thereof or does not, then Lenderwithin such thirty (30) days, at commence such act or acts as shall be necessary to remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for substantially all of the assets of Tenant, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement with its option creditors, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, an event of default shall have occurred. Without terminating the Lease, and with a Court Order, Landlord shall have the right to re-enter and take possession of the Premises or any part thereof and repossess the same and expel the Tenant and those claiming through or under the Tenant and remove the effects of both or either with force, if necessary, without being deemed guilty in trespass or of a forcible entry or detainer and without notice prejudice to Borrower, may declare immediately due and payable the entire unpaid balance any remedies for arrears of principal with interest from the date rent or preceding breach of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Notecovenants. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable lawsuch event, the Lender Landlord shall be entitled to receive a minimum recover from the Tenant all damages incurred by the Landlord by reason of 50% the Tenant's default, including but not limited to the cost of recovering possession of the Premises, expenses of reletting including necessary repair of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject damages to the Security Agreement and only after a default Lender shall receive 25% Premises, reasonable attorneys' fees, any real estate commission actually paid, the worth at the time of the initial franchise fees received unpaid Base Rent for the balance of the Term. If Landlord should take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such Term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Borrower upon Tenant hereunder for that month, Tenant shall be liable to Landlord for the execution of a franchise agreement with any new franchisee of Borrower to offset the principal deficiency and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing same shall be paid to Lender within five (5) days monthly. No such re-entry or taking possession of the closing Premises by Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to the Tenant at the time of such re-entry; but, not withstanding any financing of Borrowersuch re-entry and reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If Borrower defaults and Lender engages as a result of Tenant's default hereunder, Landlord shall institute legal proceedings for the enforcement of Tenant's obligations, Tenant shall pay all costs incurred by Landlord, including reasonable attorneys' fees. Landlord may relet all or any attorney to enforce part of the Premises for all or construe any provision part of the unexpired portion of the Term of this NoteLease or for any longer period. Landlord may accept any rental then obtainable, or as a consequence grant any concessions of rent, and make any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date repairs of demand until paid at the highest rate of interest then applicable damage to the unpaid principalPremises for any new Tenant, as if the unpaid attorneys’ fees and costs had been added to the principal.Landlord may deem advisable

Default and Remedies. If Borrower In the event of any violation by Grantor or Grantee of any of the provisions of this Agreement, in addition to the right to collect damages and/or receive specific performance, the Grantor or Grantee will have the right to seek an injunction of such violation from a court of competent jurisdiction. The prevailing party in any such action shall be entitled to an award of its reasonable attorney’s fees incurred in enforcing this Agreement. In addition, in the event the Grantee fails to pay principal and interest on the Maturity Date or to perform any of the agreementsprovisions of this Agreement or violates any of the provisions hereof, conditionsthe Grantor may cure such default; provided, covenantshowever, provisionsthat written notice of such intention, specifying the nature of the alleged default and the actions to be performed, has been given to the Grantee not less than thirty (30) days prior to the commencement of such action or stipulations contained such lesser time if, in the reasonable judgment of the Grantor, such default is emergency in nature. In the event the Grantor fails to perform any of the provisions of this NoteAgreement or violates any provisions hereof, then Lenderthe Grantee may cure such default at the Grantee’s sole cost and expense; provided however, at its option that written notice of such intention, specifying the nature of the alleged default and without notice the actions to Borrowerbe performed, may declare has been given to the Grantor not less than thirty (30) days prior to the commencement of such action or such lesser time if, in the reasonable judgment of the Grantee, such default is emergency in nature, and only if the Grantor approves and authorizes the Grantee’s proposed cure in writing. If the Grantor elects to perform the action to have been performed by the Grantee, on completion of such action, an itemized statement of the costs thereof will be submitted to the Grantee, and the amount thereof will be immediately due and payable by the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein Grantee to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per yearGrantor. The remedies of Lender and the warrants provided in this Note specified herein shall be cumulative and concurrentin addition to all other remedies permitted at law or in equity. Notwithstanding anything in the foregoing that might be construed to the contrary, and they may Grantor shall not be pursued singlyrequired to give notice to Grantee prior to repairing or arranging for the repair of tracks, successivelyfacilities, or together at equipment damaged by Grantee or the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalCity Improvements.

Default and Remedies. The following events shall constitute a default or breach of this Lease by Tenant: If Borrower fails to pay principal and interest on the Maturity Date or Tenant shall fail to perform or comply with any material conditions of this Lease within thirty (30) days after notice by Landlord to Tenant specifying the agreementscondition to be performed or complied with; or, conditionsif the performance cannot be reasonably had within the thirty (30) day period, covenantsTenant shall not in good faith have commenced performance within the thirty (30) day period and shall not diligently proceed to completion of performance. In the event of any default by Tenant hereunder, provisionsLandlord at any time thereafter, may re-enter the Premises and expel, remove, and put out Tenant or stipulations contained in this Note, then Lenderany person or persons occupying the Premises and may remove all personal property therefrom. Upon re-entry Landlord may, at its option option, relet the Premises or any part thereof as the agent of Tenant, and without notice to Borrower, may declare immediately due and payable Tenant shall pay Landlord the entire unpaid balance difference between the rent hereby reserved for the portion of principal with interest from the date of default term remaining at the rate time of 12% per year re-entry and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more amount received under such reletting for such portion of the remedies provided term. All actions taken by Landlord pursuant to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note Section shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition without prejudice to any other remedy remedies that otherwise might be used for the collection of arrears of rent or for the preceding breach of covenant or conditions. If Tenant has failed to cure any default hereunder within the applicable periods of grace and/or notice and cure set forth herein above, Landlord may elect, but shall not be obligated, to comply with any condition, agreement, or under applicable lawterm required hereby to be performed by Tenant, and Landlord shall have the right to enter the Premises for the purpose of correcting or remedying any such default and to remain until the default has been corrected or remedied, but any expenditure for such correction by Landlord shall not be deemed to waive or release the default of Tenant or the right of Landlord to take any action as may be otherwise permissible hereunder in the case of any default. In the event any termination by Landlord takes place hereunder, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement rights and only after a default Lender shall receive 25% obligations of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from parties under Section 22 hereof shall survive any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Notetermination until October 31, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal2003.

Default and Remedies. If Borrower the Tenant fails to pay principal and interest on the Maturity Date make payments, when due, in any amount required by this Lease or if Tenant fails to perform as required by any provision of this Lease, Tenant shall be in default. In the event of such default, Landlord may re-enter and take possession of the agreementsPremises and have Tenant and Tenant’s property removed. In the event of such default or eviction, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare all remaining rent shall become immediately due and payable without further notice. In the entire unpaid balance event of principal such default or eviction, Landlord may re-let the Premises upon terms and conditions as deemed appropriate by Landlord and such re-letting shall in no way affect the liability of Tenant. Any amounts obtained by Landlord via such re-letting shall be first applied toward the expenses associated with interest from the date re-letting of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein Premises with the remainder, if any, to be applied toward Tenant’s obligations hereunder. Tenant agrees that Landlord is not limited to the contrary notwithstandingremedies referenced above and may seek any other remedy against Tenant as allowed under applicable law. Payment Tenant agrees to be responsible and pay for any legal expense, attorney fees, discovery fees, court costs and other such fees and expenses incurred by Landlord in Landlord’s effort to enforce the terms and conditions of this sum may be enforced and recovered Lease. As noted above, all remedies available to Landlord pursuant to this Section (and/or in whole or in part at any time by one or more of the remedies provided to Lender Section 2 above and/or elsewhere in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note Lease) shall be cumulative (and concurrentnot exclusive) of all relief otherwise available to Landlord pursuant to this Lease, and they may at law, and/or in equity. No exercise or enforcement of Landlord’s rights in this Section (and/or in Section 2 above and/or elsewhere in this Lease) shall be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing held to exercise one shall in no event be construed as a waiver or release of it. In addition to exhaust any other right or remedy set forth herein of Landlord hereunder or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from at law or in equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.

Default and Remedies. If Borrower fails A. Notwithstanding anything to pay principal and interest on the Maturity Date or to perform any of the agreements, conditions, covenants, provisions, or stipulations contrary contained in this NoteAgreement, so long as Purchaser is not then Lender, at its option and without notice to Borrower, may declare immediately due and payable in default in the entire unpaid balance timely delivery of principal with interest from consideration as required under the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment terms of this sum may be enforced and recovered Agreement, if any Seller defaults hereunder or fails to perform in whole or in part at any time by one or more accordance with the terms of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a fails to cure such default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) business days after written notice specifying such default, then Purchaser may, at Purchaser’s option, as Purchaser’s SOLE and EXCLUSIVE remedy (whether at law or in equity, all other remedies being hereby expressly waived), shall be to either (i) xxx for specific performance of this Agreement in the event that the Closing is not consummated under circumstances where all of the closing of conditions to Closing set forth in Section 8 have been satisfied or waived and Purchaser is prepared to close, or (ii) terminate this Agreement, in which case (a) this Agreement shall be null and void and neither party shall have any financing of Borrower. If Borrower defaults rights or obligations under this Agreement except to the extent that such rights and Lender engages any attorney to enforce or construe any provision obligations expressly survive a termination of this NoteAgreement or expressly survive a prior Closing that occurred under the terms of this Agreement, or (b) the remaining unapplied Xxxxxxx Money shall be returned to Purchaser, (c) if specific performance is not available as a consequence remedy because of the intentional or fraudulent acts of Seller, Purchaser shall have the right to xxx and recover all out-of-pocket costs and expenses incurred by Purchaser or any default whether of its affiliates in furtherance of the transactions contemplated by this Agreement, including, without limitation, Purchaser’s inspections and investigations of the Acquired Assets, the negotiation and documentation of this Agreement, the costs incurred by Purchaser or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.its affiliates in

Default and Remedies. If Borrower fails Tenant shall fail to pay principal and interest on the Maturity Date either Base Rent or to perform any of the agreements, conditions, covenants, provisionsAdditional Rent when due, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all any other sums of money becoming due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionhereunder, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other does not remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a such default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days after written notice thereof, or if Tenant shall default in the performance of any other of the closing terms, conditions, or covenants contained in this Lease Agreement to be observed or performed by it and does not remedy such default within thirty (30) days after written notice thereof or does not, within such thirty (30) days, commence such act or acts as shall be necessary to remedy a default, which is not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any financing state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of Borrower. If Borrower defaults a receiver or trustee for all or substantially all of the assets of Tenant, or if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and Lender engages any attorney to enforce such writ is not vacated or construe any provision set aside within fifteen (15) days, or if the Commercial General Liability Insurance required by Tenant is cancelled as is set forth in Paragraph 138 of this NoteLease then in any such event the Landlord shall have the immediate right of reentry without resort to legal process and the right to terminate and cancel this Lease. Without terminating the Lease, Landlord shall have the right to re-enter and take possession of the Premises or any part thereof and repossess the same as of the Landlord's former estate and expel the Tenant and those claiming through or under the Tenant, and remove the effects of both or either with force, if necessary, without being deemed guilty in trespass or of a consequence forcible entry or detainer and without prejudice to any remedies for arrears of any rent or preceding breach of covenants. In such event, the Landlord shall be entitled to recover from the Tenant all damages incurred by the Landlord by reason of the Tenant's default whether or , including but not any legal action is filedlimited to the cost of recovering possession of the Premises, Borrower immediately shall pay on demand all expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees ' fees, any real estate commission actually paid, the worth at the time of the unpaid rent for the balance of the term and other Lender’s costs, together with any and all the leasing sums payable shall bear interest from the date of demand until paid due at the highest rate of interest then applicable eighteen percent (18%) per annum until paid. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such term and at such rentals and upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid monthly. No such reentry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to the unpaid principalTenant at the time of such reentry; but, notwithstanding any such reentry and reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If as if a result of Tenant's default hereunder, Landlord shall institute legal proceedings for the unpaid attorneys’ fees and enforcement of Tenant's obligations, Tenant shall pay all costs had been added to the principalincurred by Landlord, including reasonable attorney's fees.

Default and Remedies. If Borrower fails to pay principal and interest on In the Maturity Date or to perform event the Grantee violates any of the agreementsterms of this Agreement, conditionsincluding a failure to achieve the expenditure and completion deadlines set forth in Exhibit B by March 31, covenants2024, provisionsthe Authority's remedies shall include the right to apply to any court, State or stipulations Federal, for the specific performance of the covenants and agreements contained in this NoteAgreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate any properties assisted with the Grant; or for such other relief as may be appropriate, since the injury to the Authority arising from any default under this Agreement would be irreparable and the amount of damage difficult to ascertain. The Authority may also withhold payments, disallow costs, suspend or terminate the Grant, or initiate suspension or debarment proceedings, withhold further awards, or seek any other remedies that may be available. Notwithstanding the forgiveness provisions of Section 4, if the Grantee constructs the modular unit in a non-Qualifying Community, or if the Grantee fails to sell the modular unit to a family who uses the modular unit as its principal residence, then Lender, at its option and without notice to Borrower, may declare the entire Grant shall become immediately due and payable the entire unpaid balance of principal with repayable, plus simple interest from the date of default at the rate of 12% three percent (3%) per year annum from and all other sums due by Borrower hereunder anything herein after the date of each advance. If the Authority terminates the Grant, the Authority will have no further commitment for funding the Grant. The Authority's election to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at pursue any time by one or more of the above remedies provided shall not be construed to Lender in this Note. In that case, Lender also may recover all costs in connection preclude or be a waiver of the Authority's right to pursue any of the other remedies with suit, a reasonable attorney’s fee respect to the default for collection, and interest on which such remedy was pursued or with respect to any judgment obtained by Lender at the rate of 12% per yeardefault prior or subsequent to such remedy. The remedies of Lender and Authority agrees that it will not employ any remedy available to it until the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing Grantee has failed to exercise one shall in no event be construed as a waiver or release of it. In addition to cure any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five thirty (530) days of receipt of written notice of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principaldefault.

Default and Remedies. (a) If Borrower fails prior to pay principal and interest on the Maturity Date or at Closing, Seller shall have failed to perform in any material respects any of the agreements, conditions, covenants, provisionscovenants and/or agreements contained herein which are to be performed by Seller, or stipulations contained if any warranty or representation made by Seller herein is not true and correct in all material respects, Buyer may seek specific performance of this NoteAgreement or may bring suit for damages against Seller; provided, then Lenderhowever, at its option that any suit for damages brought by Buyer shall be limited to recovery of Buyer's actual out of pocket costs and without notice to Borrower, may declare immediately due expenses incurred by Buyer in pursuit of the transactions contemplated hereby. Any such suit for specific performance or damages must be filed within the earlier of (i) ninety (90) days from and payable the entire unpaid balance of principal with interest from after the date Buyer has actual knowledge of default at the rate any material misrepresentation or failure of 12% per warranty and (ii) one (1) year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole following Seller's breach or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative deemed waived for all purposes. Notwithstanding the foregoing, absent independent arrangements between Buyer and concurrentSeller, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion Buyer shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall not be entitled to receive seek redress against Seller following the Closing for breaches of representations and warranties that occurred prior to or at Closing, if such breach(es) or the facts underlying such breach(es) were known at the time of Closing by Buyer. With respect to any breach of a minimum representation or warranty of 50% of any financing proceeds received and by Borrower from any offeringSeller which is not known by Buyer at Closing, whether from equityBuyer shall be entitled, debt, or otherwise, and, subject in addition to the Security Agreement foregoing remedies, to be indemnified and only after a default Lender shall receive 25% held harmless from and against the aggregate of the initial franchise all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees received and expenses) incurred by Borrower upon the execution Buyer and resulting from or arising out of such breach of a franchise agreement with any new franchisee of Borrower representation or warranty made by Seller in or pursuant to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalAgreement.

Default and Remedies. (a) If Borrower Lessee fails to timely pay principal and interest on the Maturity Date any sums due hereunder to Lessor or otherwise fails to keep or perform any covenant or agreement to be kept or performed by Lessee under this Lease, and such failure continues for five (5) business days following written notice thereof, then Lessor may immediately terminate this Agreement, in which event Xxxxxx’s right to use and occupy the Leased Premises shall end immediately, and Lessee shall surrender possession of the agreements, conditions, covenants, provisions, or stipulations contained Leased Premises to Lessor in this Note, then Lender, at its option the manner required hereunder. Lessor shall have all rights and without notice remedies available to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole it under applicable law or in part at equity to recover the Leased Premises and to seek damages from Lessee arising from such default, including Lessor’s costs to enforce this Lease. No remedy shall be considered to exclude or suspend any time by one or more of other remedy but the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note same shall be cumulative and concurrent, shall be in addition to every other remedy that Lessor may exercise from time to time and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as so often as occasion shall occur, and failing may arise or as may be deemed expedient. No delay or omission of Lessor to exercise one any right or power arising from any default shall impair any such right or power or be construed to be a waiver of any such default or any acquiescence therein. No waiver of any breach of any of the covenants of this Lease shall be held to be a waiver of any other breach or consent to any further or succeeding breach of the same covenant. The acceptance by Lessor of any payment of money due hereunder after the termination by Xxxxxx of this Lease shall not, unless otherwise agreed in no event writing, be deemed to restore this Lease or Xxxxxx’s right to possession hereunder but shall be construed as a waiver or release payment on account, and not in satisfaction of it. In addition damages due from Lessee to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalLessor.

Default and Remedies. The violation of any provision of this Agreement by the Mortgagor shall be a default under this Agreement, the Mortgage and the TCAP Mortgage. The Authority may give written notice of such default to the Mortgagor, by registered or certified mail, addressed to the address stated in this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. If Borrower fails the default is not corrected to pay principal and interest on the Maturity Date or to perform any satisfaction of an Authorized Officer of the agreementsAuthority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, conditionswithout further notice the Authority may avail itself of any remedy provided in the Mortgage, covenants, provisionsthe TCAP Mortgage or other document executed in connection with the Mortgage Loan or the TCAP Loan, or stipulations any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to, and in the case the Mortgagor violates the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement, the LIHTC or TCAP Regulations and other LIHTC or TCAP requirements the Authority shall, apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this NoteAgreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, then Lender, at its option and without notice to Borrower, may declare immediately due and payable since the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein injury to the contrary notwithstandingAuthority arising from any default under this Agreement would be irreparable and the amount of damage difficult to ascertain. Payment Despite anything in the foregoing to the contrary, the Authority may take possession of the Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this sum Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or the TCAP Mortgage Note and TCAP Mortgage, securing the TCAP Loan. Further, in the event that the Mortgagor becomes subject to the recapture provisions set forth in Section 30 hereof, the Authority may be enforced and recovered exercise remedy provided in whole the TCAP Mortgage or other document executed in connection with the TCAP Loan, or any other remedy it may have at law or in part at equity in the effectuate such recapture. The Authority's election to pursue any time by one or more of the above remedies provided shall not be construed to Lender preclude or be a waiver of the Authority's right to pursue any of the other remedies with respect to the default for which such remedy was pursued or with respect to any default prior or subsequent to such remedy. If the Mortgagor should violate the provisions of Sections 2, 3, 16, 17, 18, 19, 24, 25, 31, 32, 35 or 39 of this Agreement HUD or any resident in the Development, may give written notice of such default to the Mortgagor, by registered or certified mail, addressed to the address stated in this NoteAgreement, or such other address as may subsequently, be designated by the Mortgagor as its legal business address. In that caseA copy of all such notices must also be sent to the Authority, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at to the rate of 12% per year. The remedies of Lender and the warrants provided address stated in this Note shall be cumulative and concurrent, and they may be pursued singly, successivelyAgreement, or together at such other address as may subsequently, be designated by the sole discretion Authority as its legal business address If the default is not corrected to the satisfaction of Lender. They HUD or the resident in the Development sending such notice of default, within 30 days after the day such notice is mailed or within such further time as HUD or the resident in the Development, sending such notice of default reasonably determines is necessary to correct the default, HUD or the resident in the Development, sending such notice of default, upon further notice to the Mortgagor and Authority may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to seek any other remedy set forth herein it may have at law or under applicable lawin equity in the event of such a default. Such remedies shall include the right to apply to any court, State or Federal, for the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% specific performance of the initial franchise fees received by Borrower upon the execution covenants and agreements contained in this Agreement; for an injunction against any violation of a franchise agreement with any new franchisee of Borrower to offset the principal such covenants and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any agreements; or for such financing shall other relief as may be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalappropriate.

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or 401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Promissory Notes, and/or the Deed of Trust, within the agreementstime periods provided herein following notice and failure to cure as described hereafter, conditions, covenants, provisions, or stipulations contained in constitutes a “Default” under this Note, then Lender, at its option and without Agreement. A party claiming a Default shall give written notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein Default to the contrary notwithstandingother parties specifying the Default complained of. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants Except as otherwise expressly provided in this Note Agreement, the claimant shall be cumulative and concurrentnot institute any proceeding against any other party, and they may the other party shall not be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a Default if such party cures such default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of if the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney claimed Default is a failure to enforce or construe any provision of this pay amounts due pursuant to the Promissory Note, or thirty (30) days from receipt of such notice for all other claimed Defaults hereunder. However, in the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the City and Authority a consequence copy of any default whether such notice of default. Even if the holder of such loan or deed of trust has not any legal action is filedexercised its rights or remedies with respect to such default, Borrower immediately the City and Authority shall pay on demand all reasonable attorneys’ fees each have the right (but not be obligated to) cure such default. In such event, the City and other Lender’s costs, together with interest Authority shall be entitled to reimbursement from the date Developer of demand until paid at all costs and expenses they have actually incurred in curing such default. The City or Authority (as applicable) shall be entitled to add the highest rate of interest then applicable amount incurred by it to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added amounts owing pursuant to the principalPromissory Note, and secured by the Deed of Trust.

Default and Remedies. Any of the following shall be deemed an “Event of Default” under this Lease: (a) If Borrower fails Tenant shall default in the payment of any installment of Monthly Base Rent, additional rent or other sum to be paid by Tenant hereunder (whether or not required to be paid to Landlord or a third party) or if Tenant shall fail to provide the insurance required to be provided by Tenant pursuant to Section 7.2 or otherwise fail to comply with the provisions of Section 7.2, and such default shall continue for a period of five (5) days after written notice thereof from Landlord to Tenant (which notice may consist of a notice to pay principal (or perform) or quit served on Tenant pursuant to applicable Unlawful Detainer statutes); or (b) if Tenant shall default in the performance or observance of any other term, covenant, agreement or obligation of this Lease to be performed or observed by Tenant, and interest on such default shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant (unless such default cannot, with the Maturity Date or exercise of reasonable diligence, be cured within such thirty (30) day period in which event Tenant shall begin the cure within such thirty (30) day period, Tenant shall diligently and continuously continue the curing of such default and such default is cured within one hundred and eighty (180) days after such written notice) (which notice may consist of a notice to perform or quit served on Tenant pursuant to applicable Unlawful Detainer statutes); or (c) if any voluntary petition or similar pleading under any section or sections of the agreements, conditions, covenants, provisions, Bankruptcy Act or stipulations contained any Chapter thereof shall be filed by Tenant or any voluntary proceeding in this Note, then Lender, at its option any court or tribunal shall be instituted to declare Tenant insolvent or unable to pay Tenant’s debts; or (d) if any involuntary petition or similar pleading under any section or sections of the Bankruptcy Act or any Chapter thereof shall be filed against Tenant or any involuntary proceedings in any court or tribunal shall be instituted to declare Tenant insolvent or unable to pay Tenant’s debts and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from same shall not be dismissed or discharged within one hundred twenty (120) days after the date of default initiation of any such proceedings; or (e) if Tenant makes any assignment of its property for the benefit of creditors; or (f) should a material portion of Tenant’s trade fixtures, equipment, furnishings or other personal property located at the rate Premises be taken under a levy of 12% per year execution or attachment in an action against Tenant and all such levy of attachment is not dismissed and discharged within thirty (30) days. If an Event of Default shall occur, Landlord shall have, in addition to any other sums due by Borrower hereunder anything herein remedies available at law, without further notice to the contrary notwithstanding. Payment Tenant, and without barring later election of this sum may be enforced and recovered in whole or in part at any time by other remedy, any one or more of the following remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorneyat Landlord’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.election:

Default and Remedies. If Borrower (a) An “Event of Default” shall be deemed to exist and Tenant shall be in default hereunder if: (i) Tenant fails to pay principal and interest on the Maturity Date or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately Rent when due and payable the entire unpaid balance such failure continues for more than 5 business days after Landlord has ​ ​ ​ given Tenant written notice of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered such failure (such notice being in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionlieu of, and interest on not in addition to, any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrentapplicable statutory notice); provided, and they may be pursued singlyhowever, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition shall Landlord have any obligation to give Tenant more than 1 such notice in any other remedy set forth herein or under applicable law12-month period, the Lender after which there shall be entitled an Event of Default if Tenant fails to receive a minimum pay any Rent when due during such 12-month period, regardless of 50% Tenant’s receipt of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwisenotice of such nonpayment, and, subject provided further, there shall be an automatic Event of Default if Tenant fails to pay any Rent when due and the Security Agreement and only after automatic stay of bankruptcy precludes issuance of a default Lender shall receive 25% notice; (ii) Tenant fails to bond over a mechanic’s or materialmen’s lien within 30 days after Landlord’s demand; (iii) there is any assignment or subletting (regardless of whether the same might be void under this Lease) in violation of the initial franchise fees terms of this Lease and Tenant fails to undo or void such Transfer within ten (10) business days after written notice; (iv) Tenant fails to deliver any Landlord-requested estoppel certificate or subordination agreement within 5 business days after receipt of notice that such document was not received by Borrower upon within the execution of a franchise agreement with any new franchisee of Borrower time period required under this Lease, provided (A) such notice states in bold that Tenant’s failure to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender respond within five (5) business days shall be an Event of Default and (B) it shall not be an Event of Default if Tenant’s failure to deliver such document is a result of Tenant’s good faith negotiation of the closing form of such document; (v) there is a filing of a voluntary petition for relief by Tenant or any guarantor, or the filing of a petition against Tenant or any guarantor in a proceeding under the federal bankruptcy or other insolvency laws that is not withdrawn or dismissed within 90 days thereafter, or Tenant’s rejection of this Lease after such a filing, or, under the provisions of any financing law providing for reorganization or winding up of Borrower. If Borrower defaults and Lender engages corporations, the assumption by any attorney to enforce or construe any provision court of this Notecompetent jurisdiction of jurisdiction, custody, or as a consequence control of Tenant or any substantial part of its property, or of any default whether guarantor, where such jurisdiction, custody, or control remains in force, unrelinquished, unstayed, or unterminated for a period of 90 days, or the commencement of steps or proceedings toward the dissolution, winding up, or other termination of the existence of Tenant, or toward the liquidation of either of their respective assets, or the evidence of the inability of Tenant or any guarantor to pay its debts as they come due, including without limitation an admission in writing of its inability to pay its debts when due, or any judgment docketed against any guarantor which is not paid, bonded, or otherwise discharged within 45 days; or (v) Tenant fails to observe or perform any legal action of Tenant’s other agreements or obligations under this Lease and such failure continues for more than 30 days after Landlord gives Tenant written notice of such failure (not to exceed an additional 90 days), or the expiration of such additional time period as is filedreasonably necessary to cure such failure, Borrower immediately shall pay on demand provided Tenant promptly commences and thereafter proceeds with all reasonable attorneys’ fees due diligence and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable in good faith to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalcure such failure.

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or to perform The occurrence of any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies following events shall constitute a default under this Lease by Landlord: Landlord's failure to do, observe, keep, and perform any of the terms, covenants, conditions, agreements, or provisions of this Lease required to be done, observed, kept, or performed by Landlord within thirty (30) days after written notice by Tenant to Landlord of said failure (except when the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences performance within the thirty (30)-day period and thereafter diligently pursues the cure to completion). Notwithstanding the foregoing, in the event Tenant notifies Landlord that Landlord's breach creates an emergency situation or is of such a nature that impairs Tenant's ability to operate at the Premises (which shall include, by way of illustration and not limitation, obstructions or disruptions to parking, access to the Premises, visibility, utilities, roof leaks, health and safety, and quiet enjoyment), then Landlord shall be required to remedy such breach as soon as commercially reasonable and in any event without delay. In the event of a default by Landlord, or failure to remedy a breach as set forth in the preceding sentence, Tenant may, as Tenant’s sole and exclusive remedies, (i) pursue specific performance, (ii) seek recovery of Tenant's actual money damages for loss arising from Landlord’s uncured breach under this Lease or (iii) cure any default of Landlord as and to the extent provided to Lender below in this NoteSection 16. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided Notwithstanding anything in this Note shall be cumulative and concurrentLease to the contrary, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event shall this Lease be construed as a waiver or release of itterminated. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% event of any financing proceeds received breach or default by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out Landlord of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce term or construe any provision of this NoteLease, Tenant must look solely to the amount of Landlord’s equity or as a consequence interest then owned by Landlord in the Project and any proceeds therefrom; however, in no event, shall any deficiency judgment or any money judgment of any default whether kind be sought or not any legal action is filedobtained against Landlord. IN NO EVENT SHALL LANDLORD’S OR TENANT’S MEMBERS OR MANAGERS OR ITS OR THEIR DIRECT OR INDIRECT MANAGERS, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costsMEMBERS, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principalPARTNERS, as if the unpaid attorneys’ fees and costs had been added to the principalSHAREHOLDERS OR AFFILIATES, ANY OFFICER, MANAGER, MEMBER, DIRECTOR, EMPLOYEE, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY PERSONAL LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS LEASE OR THE PREMISES, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Default and Remedies. If Borrower In the event of any violation by Grantor or Grantee of any of the provisions of this Agreement, in addition to the right to collect damages and/or receive specific performance, the Grantor or Grantee will have the right to seek an injunction of such violation from a court of competent jurisdiction. The prevailing party in any such action shall be entitled to an award of its reasonable attorney’s fees incurred in enforcing this Agreement. In addition, in the event the Grantee fails to pay principal and interest on the Maturity Date or to perform any of the agreementsprovisions of this Agreement or violates any of the provisions hereof, conditionsthe Grantor may cure such default; provided, covenantshowever, provisionsthat written notice of such intention, specifying the nature of the alleged default and the actions to be performed, has been given to the Grantee not less than thirty (30) days prior to the commencement of such action or stipulations contained such lesser time if, in the reasonable judgment of the Grantor, such default is emergency in nature. In the event the Grantor fails to perform any of the provisions of this NoteAgreement or violates any provisions hereof, then Lenderthe Grantee may cure such default at the Grantee’s sole cost and expense; provided however, at its option that written notice of such intention, specifying the nature of the alleged default and without notice the actions to Borrowerbe performed, may declare has been given to the Grantor not less than thirty (30) days prior to the commencement of such action or such lesser time if, in the reasonable judgment of the Grantee, such default is emergency in nature, and only if the Grantor approves and authorizes the Grantee’s proposed cure in writing. If the Grantor elects to perform the action to have been performed by the Grantee, on completion of such action, an itemized statement of the costs thereof will be submitted to the Grantee, and the amount thereof will be immediately due and payable by the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein Grantee to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per yearGrantor. The remedies of Lender and the warrants provided in this Note specified herein shall be cumulative and concurrentin addition to all other remedies permitted at law or in equity. Notwithstanding anything in the foregoing that might be construed to the contrary, and they may Grantor shall not be pursued singlyrequired to give notice to Grantee prior TEMP EASEMENT: Dubuque, successivelyIowa Page 5 of 8 DM & E, Grantor AGR No. _ _ City of Dubuque, Grantee to repairing or arranging for the repair of tracks, facilities, or together at equipment damaged by Grantee or the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalCity Improvements.

Default and Remedies. If Borrower Tenant (i) fails to pay principal Minimum Base Rent or any additional rent due under this Lease at the time and interest on in the Maturity Date manner required by this Lease and such failure continues for a period of ten (10) days after delivery of written notice from Landlord to Tenant, more than twice during a twelve (12) month consecutive period, Txxxxx's third failure to pay Minimum Base Rent or any additional rent due within ten (10) days of the time and in the manner required by this Lease within such twelve (12) consecutive month period shall be an immediate default by Tenant without any requirements for the delivery of any prior written notice; (ii) fails to perform any other condition, stipulation or agreement of this Lease and such failure continues for a period of thirty (30) days from the date Tenant receives written notice of such default (unless such default is of a nature that it cannot be reasonably cured within said thirty (30) day period and Tenant commences to cure such default within such thirty (30) day period and thereafter pursues same with good faith and due diligence to completion); or, (iii) is the subject of a lawsuit for involuntary bankruptcy or is adjudged a voluntary or involuntary bankrupt, makes an assignment for the benefit of creditors, or, if there is a receiver appointed to take charge of the agreementsPremises either in the State or Federal courts, conditions, covenants, provisions, or stipulations contained in this Note, then LenderLandlord may, at its option option, declare this Lease in default, and without notice shall, in addition to Borrowerall remedies at law or in equity available to Landlord, may have the right to terminate this Lease and, subject to Landlord’s duty to mitigate losses, declare immediately the entire Minimum Base Rent and additional rent and any other charges, for the balance of the Lease Term due and payable immediately. Landlord shall also have the entire unpaid balance option, without terminating this Lease, to resume possession and re-Lease or re-rent the Premises for the remainder of principal with interest from the Lease Term for the account of Tenant. Landlord shall not be required to pay Tenant any surplus of any sums received by Landlord on a reletting of the Premises in excess of the Minimum Base Rent or additional rent to be paid by Txxxxx as provided in this Lease. In the event Tenant is in default of any non-monetary term of this Lease, and Tenant has not cured the default within thirty (30) days of the date of Landlord's notice (unless such default at the rate is of 12% per year a nature that it cannot be reasonably cured within said thirty (30) day period and all Tenant commences to cure such default within such thirty (30) day period and thereafter pursues same with good faith and due diligence to completion), in addition to Lxxxxxxx's other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative Lease, Landlord may cure the default and concurrent, and they may be pursued singly, successively, or together at charge Tenant as additional rent the sole discretion cost of Lendersuch cure plus a fifteen percent (15%) service charge. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to Without waiving any other remedy set forth herein or under applicable lawavailable rights and remedies, the Lender Landlord shall be entitled to receive a minimum of 50% of late charge, payable as additional rent, on any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject payment not made when due equal to the Security Agreement and only after greater of eighteen percent (18%) per annum or the maximum percentage permitted by law. A service charge of one hundred dollars ($100.00) will be assessed, as additional rent, for handling a default Lender shall receive 25% of returned check. In the initial franchise fees received by Borrower upon event suit is brought under this Lease, the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing prevailing party shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ awarded attorneys fees and costs had been added to the principalwhether incurred before trial, at trial or on appeal.

Default and Remedies. If Borrower fails Tenant shall fail to pay principal and interest on either Base Rent or additional rent when due, or any other sums of money becoming due hereunder, or if Tenant shall default in the Maturity Date or to perform performance of any other of the agreementsterms, conditions, covenants, provisions, or stipulations covenants contained in this NoteLease Agreement to be observed or performed by it and does not remedy such default within thirty (30) days after written notice thereof or does not, within such thirty (30) days, commence such act or acts as shall be necessary to remedy a default, which not curable within said thirty (30) days for reasons beyond the control of Tenant, and shall not complete such act or acts within sixty (60) days after written notice, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the assets of Tenant, of if Tenant makes an assignment, or if Tenant shall abandon the Premises or suffer the Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then Lenderin any such event the Landlord shall have immediate right of reentry without resort to legal process and the right to terminate and cancel this Lease. If Landlord should elect to reenter as herein provided, or should it take possession pursuant to legal proceedings, it may either terminate this Lease or it may from time to time without terminating this Lease, relet the Premises for such term and at its option such rentals and without upon such other terms and conditions as the Landlord may deem advisable. If such reletting shall yield rentals insufficient for any month to pay the rental due by Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid monthly. No such reentry or taking possession of the Premises by Landlord shall be construed as an election to terminate this Lease unless written notice of such intention be given by the Landlord to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default Tenant at the rate time of 12% per year such reentry; but, notwithstanding any such reentry and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum reletting without termination, Landlord may be enforced and recovered in whole or in part at any time by one thereafter elect to terminate this Lease for such previous breach. If as a result of a default hereunder, either Landlord or more Tenant shall institute legal proceedings for the enforcement of the remedies provided to Lender in this Note. In that caseother party’s obligations, Lender also may recover the non-prevailing party shall pay all costs in connection with suitincurred by the prevailing party, a including reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalfees.

Default and Remedies. A. If Borrower Purchaser fails to pay principal close in accordance with the terms of this Agreement, the Deposit shall be retained by Seller as liquidated damages which shall be Seller's sole remedy for such failure. Seller and interest on Purchaser acknowledge and agree that: (i) the Maturity Date or Deposit is a reasonable estimate of and bears a reasonable relationship to perform any the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property for sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (ii) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; (iii) Purchaser seeks to limit its liability under this Agreement to the amount of the agreements, conditions, covenants, provisionsDeposit in the event this Agreement does not close due to a default of Purchaser under this Agreement; and (iv) such amount shall constitute valid liquidated damages. If Seller is unable to close in accordance with the terms of this Agreement due to Seller's inability to (i) deliver title to the Property as provided in Section 3 above, or stipulations contained (ii) remake and restate at the time of Closing the representations and warranties set forth in Section 6 above, Purchaser's recourse against Seller shall be limited to either (a) terminating this Agreement and receiving a return of the Deposit plus all interest accrued thereon plus reimbursement for actual third-party expenses incurred by Purchaser in this Note, then Lender, at its option and without notice transaction not to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successivelyexceed Twenty-five Thousand Dollars ($25,000), or together at (b) completing Closing hereunder without any abatement in the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalPurchase Price.

Default and Remedies. If Borrower Seller or Buyer shall be in default under this Contract if either fails to pay principal and interest on the Maturity Date comply with any material covenant, agreement or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at obligation within any time limits required by one this Contract. Following a default by either Seller or more of the remedies provided to Lender in Buyer under this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable lawContract, the Lender other party shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, andhave the following remedies, subject to the Security Agreement provisions of the paragraph entitled "DISPOSITION OF XXXXXXX MONEY DEPOSIT AND OTHER FUNDS AND DOCUMENTS" in this Contract: a. If Seller defaults, Buyer may (i) specifically enforce this Contract and only after recover damages suffered by Buyer as a result of the delay in the acquisition of the Property; or (ii) terminate this Contract by written notice to Seller and, at Buyer's option, pursue any remedy and damages available at law or in equity. If Buyer elects to terminate this Contract, the Xxxxxxx Money Deposit shall be returned to Buyer upon written demand. b. If Buyer defaults, Seller may (i) specifically enforce this Contract and recover damages suffered by Seller as a result of the delay in the sale of the Property; or (ii) terminate this Contract by written notice to Buyer and, at Seller's option, either retain the Xxxxxxx Money Deposit as liquidated damages as Seller's sole remedy (the parties recognizing that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer's breach, and that the Xxxxxxx Money Deposit represents as fair an approximation of such actual damages as the parties can now determine), or pursue any other remedy and damages available at law or in equity. If, as a result of a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any under this Contract, either Seller or Buyer employs an attorney to enforce or construe any provision of this Noteits rights, or as a consequence of any default whether or not any legal action is filedthe defaulting party shall, Borrower immediately shall pay on demand unless prohibited by law, reimburse the non-defaulting party for all reasonable attorneys’ fees ' fees, court costs and other Lender’s costs, together legal expenses incurred by the non-defaulting party in connection with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principaldefault. 18.

Default and Remedies. The violation of any provision of this Agreement by the Mortgagor shall be a default under this Agreement, the Mortgage and the Section 1602 Mortgage. The Authority may give written notice of such default to the Mortgagor, by registered or certified mail, addressed to the address stated in this Agreement, or such other address as may subsequently, upon appropriate written notice thereof to the Authority, be designated by the Mortgagor as its legal business address. If Borrower fails the default is not corrected to pay principal and interest on the Maturity Date or to perform any satisfaction of an Authorized Officer of the agreementsAuthority within 30 days after the day such notice is mailed or within such further time as an Authorized Officer of the Authority reasonably determines is necessary to correct the default, conditionswithout further notice the Authority may avail itself of any remedy provided in the Mortgage, covenants, provisionsthe Section 1602 Mortgage or other document executed in connection with the Mortgage Loan or the Section 1602 Loan, or stipulations any other remedy it may have at law or in equity in the event of such a default. The Authority's remedies shall include the right to apply to any court, State or Federal, for the specific performance of the covenants and agreements contained in this NoteAgreement; for an injunction against any violation of such covenants and agreements; for the appointment of a receiver to take over and operate the Development; or for such other relief as may be appropriate, then Lender, at its option and without notice to Borrower, may declare immediately due and payable since the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein injury to the contrary notwithstandingAuthority arising from any default under this Agreement would be irreparable and the amount of damage difficult to ascertain. Payment Despite anything in the foregoing to the contrary, the Authority may take possession of the Development, bring any action necessary to enforce the rights of the Mortgagor growing out of the Development's operation, and collect the rents and operate the Development in accordance with the terms of this sum may be enforced Agreement until such time as the Authority in its discretion, determines that the Mortgagor is again in a position to operate the Development in accordance with the terms of this Agreement and recovered in whole compliance with the requirements of the Mortgage Note and Mortgage evidencing and securing the Mortgage Loan or in part at the Section 1602 Mortgage Note and Section 1602 Mortgage, securing the Section 1602 Loan. The Authority's election to pursue any time by one or more of the above remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event not be construed as to preclude or be a waiver of the Authority's right to pursue any of the other remedies with respect to the default for which such remedy was pursued or release of it. In addition with respect to any other remedy set forth herein default prior or under applicable law, the Lender shall be entitled subsequent to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalremedy.

Default and Remedies. If Borrower (a) Lessee shall be in default hereunder if (i) Lessee fails to pay principal Rent or any other payment required hereunder within ten (10) business days of the due date thereof, and interest on the Maturity Date such default shall continue for a period of 10 days after receipt of written notice thereof, (ii) Lessee fails to observe, keep or to perform any other term or condition of the agreementsthis Lease and such failure continues for thirty (30) days following receipt of written notice thereof from Lessor, conditions, covenants, provisions(iii) any representation or warranty made by Lessee herein or in any document delivered to Lessor in connection herewith shall prove to be false or misleading, or stipulations contained (iv) Lessee defaults under any other obligation to Lessor. (b) If Lessee is in this Notedefault, then Lender, at its option and without notice Lessor shall have the right to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at take any time by one or more of the remedies following actions: (i) proceed by appropriate court action or actions at law or in equity to enforce performance by Lessee of the terms and conditions of this Lease and/or recover damages for the breach thereof; and/or (ii) by written notice to Lessee, which notice shall apply to all Schedules hereunder except as specifically excluded therefrom by Lessor, declare due and payable, and Lessee shall without further demand, forthwith pay to Lessor an amount equal to any unpaid Rent then due as of the date of such notice plus, as liquidated damages or loss of the bargain and not as a penalty, an amount equal to the Stipulated Loss Value as set forth in the Schedules. Lessee shall return the Equipment to Lessor as provided in Section 13. Should Lessee fail to Lender return the Equipment within fifteen (15) business days of receipt of legal notice, Lessor may, personally, or by its agents, and with or without notice of legal process, enter upon the premises where the Equipment is located, without liability for trespass or other damages and repossess the Equipment free from all claims by Lessee. Return or repossession of the Equipment shall not constitute a termination of this Lease unless Lessor so notifies Lessee in writing. With respect to Equipment returned to or repossessed by Lessor, if Lessor has not terminated this NoteLease, Lessor will, in a commercially reasonable manner, and upon such terms as Lessor may determine in its sole discretion, either sell such Equipment at one or more public or private sales or re-lease the Equipment. The proceeds of sale or re-lease shall be applied in the following order or priority: (i) to pay all Lessor's fees, costs and expenses for which Lessee is obligated pursuant to (c), below; (ii) to the extent not previously paid by Lessee, to pay Lessor its liquidated damages hereunder and all other sums then remaining unpaid hereunder; and (iii) to reimburse Lessee for any sums previously paid by Lessee to Lessor as liquidated damages. In that casethe event the proceeds of sale or re-lease are less than the sum of the amounts payable under (i) and (ii), Lender also may recover Lessee shall pay Lessor such deficiency, after written notice to Lessee. (c) Lessee shall be liable for all reasonable legal and collection fees, costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender expenses arising from Lessee's default and the warrants provided in this Note shall be cumulative exercise of Lessor's remedies hereunder, including costs of repossessions, storage, repairs, reconditioning and concurrent, and they may be pursued singly, successively, sale or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% re-leasing of the initial franchise fees received by Borrower upon Equipment. (d) In the execution event that any court of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe competent jurisdiction determines that any provision of this NoteSection 15 is invalid or unenforceable in whole or in part, or such determination shall not prohibit Lessor from establishing its damages sustained as a consequence result of any breach of this Lease in any action or proceeding in which Lessor seeks to recover such damages. Any repossession sale or re-lease of the Equipment shall not bar an action for damages for breach of this Lease, as hereinabove provided, and the bringing of an action or the entry of judgment against Lessee shall not bar Lessor's right to repossess the Equipment. No express or implied waiver by Lessor of any default whether shall in any way be, or not be construed to be, a continuing waiver or a waiver of any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalfuture or subsequent default.

Default and Remedies. If Borrower fails to pay principal and interest on In the Maturity Date event the business being conducted in the Demised Premises shall at any time be substantially terminated, or to perform in the event Tenant shall default in the payment of any installment of rent herein reserved, or in the event Tenant shall default in the performance of any of the agreements, conditionsterms, covenants, provisionsconditions or provisions herein contained binding upon Tenant and such default shall not be remedied within thirty (30) days after written notice thereof shall have been given by Landlord to Tenant, or stipulations contained in the event Tenant shall be adjudicated a bankrupt or shall become insolvent or shall make a general assignment for the benefit of its creditors, or in the event a receiver shall be appointed for Tenant or a substantial part of its property and such receiver is not removed within thirty (30) days after appointment, Landlord shall have the right (in addition to all other rights and remedies provided by law), to institute appropriate judicial proceedings to regain possession of the Demised Premises, to terminate this Lease and to remove any property therein, without liability for damage to, and without obligation to store, such property. In the event of the regaining of possession of the Demised Premises as aforesaid, Landlord may (but shall be under no obligation to) relet the Demised Premises, or any part thereof, from time to time, without further notice, for such term or terms, on such conditions, and for such uses and purposes, as Landlord, in its sole and absolute discretion, may determine, and may collect and receive all rents derived therefrom and apply the same, after deduction of all appropriate expenses (including, without limitation, attorneys fees and other costs of collection) to the payment of the rent payable hereunder, Tenant remaining liable for any deficiency. Landlord shall not be responsible or liable for any failure to so relet the Demised Premises or any part thereof, or of any failure to collect any rent connected therewith, but will make reasonable efforts to re-lease the Demised Premises. Anything in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein paragraph to the contrary notwithstanding. Payment , Landlord agrees to give written notice of this sum may be enforced and recovered a default in whole the payment of any installment of rent or in part at any time by one other amount or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionamounts due hereunder provided, and interest on any judgment obtained by Lender at the rate so long as, no more than two (2) of 12% per year. The remedies of Lender and the warrants provided in this Note such default notices shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion required of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to Landlord during any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principallease year.

Default and Remedies. If Borrower fails Each of the following shall constitute a default under this Agreement (a “Default”): Fraud or deceit. Failure to pay principal and interest maintain insurance coverage described herein. Contractor violation of orders or filings of a regulatory body having a material impact on the Maturity Date or Contractor’s ability to perform its obligations as required by this Agreement. Loss of Contractor’s “Organic Materials Processing Facility” Permit. Failure to perform Services as required by this Agreement for two (2) consecutive days or more or for any seven (7) days in a period of 30 days. Failure to make reasonable efforts to divert and Process Organic Materials as required in Article 3 of this Agreement. Failure of Contractor to provide reports and/or records as provided for in this Agreement. Any act or omission by Contractor which violates the terms of this Agreement. Any false or misleading representation of Contractor. Filing of a voluntary petition for debt relief. Bankruptcy of Contractor. Contractor’s failure to provide assurance of performance. Contractor shall be given 30 days from notification by the SCWMA to cure any of the agreementsforegoing Defaults arising under this Agreement, conditionsexcept that, covenants, provisions, or stipulations contained in this Noteif such Default is not capable of being cured within 30 days, then Lender(a) upon prior notice by Contractor that it is invoking this provision, the cure period shall be extended for an additional 30 days, provided that Contractor diligently pursues cure, and (b) if before the end of such additional 30-day period, Contractor submits to SCWMA a plan of cure acceptable to SCWMA in its sole discretion, then the cure period shall be as set forth in such plan of cure, provided that Contractor diligently pursues such cure. In the event of Contractor’s failure to cure said Default within the aforementioned cure period, the SCWMA may, at its option and without option, immediately terminate this Agreement upon written notice to Borrower, may declare immediately due and payable the entire unpaid balance Contractor. This right of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered termination is in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable lawrights of the SCWMA and the SCWMA’s termination of this Agreement shall not constitute an election of remedies. Instead, the Lender it shall be entitled in addition to receive a minimum any and all other legal and equitable rights and remedies the SCWMA may have. [SUBJECT TO MODIFICATION BASED ON SELECTED CONTRACTOR’S PROPOSAL] Segregated Commercial Food Scraps Termination. The SCWMA reserves the right to terminate processing services of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject segregated Commercial Food Scraps only with written notice to the Security Agreement Contractor of not less than ninety (90) days. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES Legal Status. Contractor is a corporation or LLC organized and only after a default Lender shall receive 25% operating under the laws of the initial franchise fees received by Borrower upon the execution State of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalCalifornia.

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or to perform The occurrence of any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided following events shall constitute a default ("Default") of this Agreement by Seller: (i) the failure of Seller to Lender repurchase any Purchased Account when required pursuant to Paragraph 7 hereof; (ii) the failure of Seller to perform any other covenant or agreement contained herein; (iii) if any warranty or representation of seller made herein shall be untrue; (iv) the dissolution or termination of existence of Seller or any of Seller's guarantors hereof (Guarantor); (v) the death of any Seller or Guarantor if Seller or Guarantor shall be an individual; (vi) if Seller or Guarantor shall file or have filed against it a petition in this Notebankruptcy or for reorganization or adjustment of its debts or if Seller or Guarantor shall make an assignment for the benefit of creditors; (vii) if a tax lien shall be filed against Seller; (viii) if a judgment shall be entered against Seller which is not promptly satisfied or if a levy or attachment shall be filed against Seller or its property; (ix) if the ratio of Indebtedness divided by Eligible Purchased Accounts is, at any time, in excess of the Maximum Advance Rate; (x) if the Indebtedness exceeds the Maximum Indebtedness; and/or (xi) if Purchaser shall deem itself insecure for any reason whatsoever. In that casethe event a Default shall occur: i) Purchaser shall have the right to require Seller to immediately repurchase all of the Purchased Accounts for an amount equal to the Indebtedness then owed by Seller to Purchaser plus all Charges and other amounts due Purchaser; ii) Seller shall pay to Purchaser all other damages, Lender also costs and losses caused to it by reason of such Default, including, but not limited to reasonable attorneys' fees, court costs, other collection expenses and all other expenses and costs incurred or paid by Purchaser to obtain performance or to enforce any covenant or agreement of Seller hereunder; and iii) Purchaser shall have the right to enforce all rights which it may recover have with respect to the security interest granted to it pursuant to this agreement and specifically, but not by way of limitation, to notify all costs in connection with suitAccount Debtors of Seller's Accounts to make all payments directly to Purchaser, a reasonable attorney’s fee for collectionto notify and require the U.S. Post Office to deliver Seller's mail to Purchaser, and interest on to open Seller's mail and take and endorse for deposit in the name of Seller all payments received upon any judgment obtained by Lender at the rate of 12% per year. The remedies Seller's Accounts and to deposit same for benefit of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of itPurchaser. In addition to the Charges in Paragraph 3 above, Seller shall pay Purchaser a late payment charge equal to eighteen per cent (18%) per annum of any other remedy set forth herein or under applicable amounts not paid when due to the date of payment thereof. To the extent permitted by law, the Lender shall be entitled to receive a minimum of 50% Seller hereby irrevocably authorizes any attorney of any financing proceeds received by Borrower from court of record to appear for Seller in such court, in term time or vacation, at any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only time after a default Lender shall receive 25% hereunder and confess judgment against Seller, without process in favor of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal Purchaser, its successors or assigns, for such amount as may appear due, owing and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costsunpaid hereunder, together with interest from the date costs of demand until paid at the highest rate of interest then applicable collection including reasonable attorney's fees, and to the unpaid principalwaive and release all errors which may intervene in any such proceedings, as if the unpaid attorneys’ fees and costs had been added consent to the principalimmediate execution upon such judgment, hereby ratifying and confirming all that said attorney may do by virtue hereof.

Default and Remedies. If Borrower fails (a) In the event of (a) any failure of Sublessee to pay principal and interest on the Maturity Date any rental or to perform any of the agreementscharges due hereunder when due, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee which failure continues for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) business days after receipt of written notice from Sublessor, or (b) any failure to operate its business pursuant to Section 8 for the purpose specified in Section 7 hereof, or if Sublessee shall permit this Sublease to be taken under any writ of execution, (c) the filing by Sublessee of a petition seeking relief under the Bankruptcy Code or state insolvency statute, or the appointment of a trustee or receiver for Sublessee, or (d) any failure to perform any other of the closing material terms, conditions or covenants of any financing of Borrower. If Borrower defaults and Lender engages any attorney this Sublease Agreement or the Lease to enforce be observed or construe any performed by Sublessee, after Sublessor provides Sublessee notice under the provision of this NoteSection 13 (d) of the Lease, or (e) any material default under any other obligation of Sublessee hereunder, then Sublessor, or its successors or assigns, as a consequence of any default whether the case may be, besides other rights or not any legal action is filedremedies it may have, Borrower immediately shall pay on demand all reasonable attorneys’ fees have the right to declare this Sublease terminated and other Lender’s coststhe Term ended (in which event, together this Sublease and the Term hereof shall expire, cease and terminate with interest from the same force and effect as though the date set forth in any required notice were the date originally set forth herein and fixed for the expiration of demand until paid at the highest rate Term, and Sublessee shall vacate and surrender the Sublet Premises but shall remain liable for all obligations arising during the balance of interest then applicable to the unpaid principal, original stated Term as hereafter provided as if this Sublease had remained in full force and effect) and Sublessor shall have the unpaid attorneys’ fees right to bring a special proceeding to recover possession from Sublessee holding over and/or Sublessor may, in any of such events, without notice, pursuant to applicable legal process re-enter the Sublet Premises either by force or otherwise, and costs dispossess, by summary proceedings or otherwise, Sublessee and the legal representative of Sublessee or of the occupancy of the Sublet Premises and remove Sublessee’s effects and hold the Sublet Premises as if this Sublease had not been added made. Sublessee hereby waives the service of notice of intention to re-enter or any other notice otherwise provided by law, it being agreed that this Sublease constitutes notice to Sublessee, or to institute legal proceedings to that end. Sublessee further waives any right under any present or future law to redeem the principalSublet Premises after entry of a judgment in favor of Sublessor.

Default and Remedies. If Borrower Lessee shall default in making any payment when due or if Lessee fails to pay principal and interest on the Maturity Date or to perform comply with any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment provision of this sum may be enforced rental/lease agreement and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee such default shall continue for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney after written notice to enforce or construe any provision of this NoteLessee by Lessor, or as if Lessee becomes insolvent or makes an assignment for the benefit of creditors, or if any proceeding in bankruptcy, receivership, or insolvency shall be commenced by or against Lessee or its property, or if Lessee shall have made or intends to make a consequence bulk transfer of Equipment or inventory, or if the Lessee's financial condition shall adversely change, or if the Lessee shall undergo any default whether change so that in the Lessor's sole opinion Lessor’s risk is materially increased, or not if Lessee has breached any legal action is filedother rental/lease agreement between Lessor and Lessee, Borrower then Lessor may at its option, with or without terminating this rental/lease agreement, repossess the Equipment with or without demand or notice to the Lessee, and without court proceeding, and Lessee waives any and all claims against Lessor with respect to such retaking. Upon Lessee's default, the total payments contracted for hereunder shall immediately become due and payable together with all costs and expenses set forth in Paragraphs 14 & 15. In addition to the foregoing, Lessor may pursue any other remedy available to it at law or in equity. LATE CHARGES AND INTEREST: If Lessee fails to make any payment required by this rental/lease agreement when due, Lessee shall pay to Lessor interest on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest such delinquent payment from the due date of demand until paid paid. The interest rate shall be at the highest maximum lawful contract rate allowable in the jurisdiction where the Lessee’s principal place of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalbusiness is located but will not exceed eighteen percent (18%) per annum.

Default and Remedies. 17. (a) If Borrower fails to pay principal any rent is due and interest on the Maturity Date remains unpaid for ten (I 0) days after receipt of notice from Landlord, or to perform if Tenant breaches any of the agreementsother covenants of this Lease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, conditionsLandlord shall then but not until then, covenantsas its sole legal remedies but in addition to ft remedies In equity, provisionsif available, have the tight (a) to xxx for rent, (b) to re-enter without terminating this Lease, provided that Landlord shall use its best efforts to relet the Leased Premises for Tenant's account and otherwise to mitigate its damaged (it being expressly understood that Tenant shall remain liable on a monthly basis for the difference between what Tenant's obligations under this Lease are and what Landlord actually collects, and further provided that if Landlord elects to re-enter without terminating this Lease, this Lease shall nonetheless expire as of the next optional termination date as set forth in Article 3(d)), or stipulations contained (c) to terminate this Lease and re-enter the Leased Premises; but if Tenant shall pay said rent within said ten (10) days, or in this Notegood faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then LenderTenant shall not be considered in default (b) If Landlord shall from time to time fail to pay any sum or sums due to Tenant and If such failure continues for thirty (30) days after receipt of notice from Tenant, at its option Tenant shall have the right and without notice Is hereby irrevocably authorized and directed to Borrower, may declare immediately due deduct such sum or sums from fixed and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year percentage rent and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costsLandlord, together with interest from the date of demand until paid thereon at the highest so-called prime rate charged from time to time by The First National Bank of Chicago, or its successor, plus two per cent until fully reimbursed. If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant, Tenant shall then have the right, at Tenant's option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so Incurred shall Immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from fixed and percentage rent and other sums due Landlord, together with interest then applicable to thereon at the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.so-called prime rate charged

Default and Remedies. If Borrower fails to pay principal and interest This lLease is made entered into by Lessor on the Maturity Date condition that Lessee shall perform all of the covenants and agreements set forth in this lLease which are to be performed by the Lessee. If at any time there be is a default on the part of the Lessee in the payment of rent (the term rent meaning all rentals and any other sums payable to the Lessor pursuant to this lLease ), taxes, assessments, utility charges or any other charges and payments by Lessee to perform be made, or any part thereof, and if such default shall continue for a period of thirty-five (35) days after written notice from Lessor as provided for herein; or if the Lessee shall fail, refuse or neglect to forthwith cease the violation of any of the agreementsprovisions of this lLease, or if there shall be default on the part of the Lessee in the performance of any of the remaining covenants or agreements of this lLease by the Lessee which are to be performed, and such default shall continue for a period of thirty-five (35) days after written notice of such default being given by the Lessor as provided for herein and Lessee has not diligently commenced action to cure such default, the Lessor shall have the right to pursue all rights and remedies it may have at law or in equity, including injunctive relief, or it shall have the right, without further demand or notice (which is hereby waived) at its election, to terminate this lLease and to enter upon the demised pPremises with or without legal process and take immediate possession thereof. In addition, Lessor may bring suit for and collect all rents and payments payable to the CityLessor, and all costs, expenses, attorney fees and damages incurred or suffered by the Lessor. From the time of such entry, this lLease and all rights, privileges, easements and leasehold interests herein granted shall terminate to all intents and purposes whatsoever; provided also, that for rents due and nonperformance of other conditions, covenants, provisions, or stipulations contained in this Note, then Lender, Lessor may sue at its option once and without notice to Borrower, pursue all remedies that it may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default have at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole law or in part at equity without being required to enter into possession and forfeit the Lessee's term as herein provided. Lessor and Xxxxxx further agree that in the event of any time by one or more of default, the remedies provided to Lender in this Note. In that case, Lender also may recover defaulting party shall pay all costs in connection with suitand expenses, including a reasonable attorney’s fee for collection's fee, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in which may arise or accrue from enforcing this Note shall be cumulative and concurrent, and they may be pursued singly, successivelyleaseLease, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% pursuit of any financing proceeds received remedies provided hereunder, or by Borrower from any offeringthe statutes of the State of Nevada, whether from equity, debt, such remedy is pursued by filing a suit or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principal.

Default and Remedies. (a) If Borrower fails to pay principal and interest on the Maturity Date or to perform Lessee defaults (l) in fulfilling any of the agreementscovenants of this Lease Agreement, conditions, covenants, provisionsrequiring the payment of rent or additional rent, or stipulations contained (2) in complying with any of the other terms, conditions or provisions of this NoteLease Agreement, then Lenderor (3) if Lessee ceases to conduct its business in the demised premises or leaves the same vacant, at its option and without then, in the case of nonpayment of rent which continues for ten (10) days after Lessor provides written notice to BorrowerLessee specifying such default, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered or if Lessee defaults in whole or in part at any time by one or more of the remedies provided events referred to Lender in this Note. In (2) or (3) above, then upon Lessor's providing a fifteen (15) day written notice upon Lessee specifying the nature of said default and upon the expiration of said fifteen (15) days, if Lessee shall have failed to comply with or remedy such default, or if said default or omission complained of shall be of such a nature that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionthe same cannot be completely cured or remedied within said fifteen (15) day period, and interest on any judgment obtained by Lender at if Lessee shall not have diligently commenced curing such default with such fifteen (15) day period, and shall not thereafter with LAW OFFICES YOUNG, XXXXXXX XXXX & XXXXXXX MARTINSVILLE, VA. reasonable diligence and in good faith proceed to remedy or cure such default, then Lessor may provide a written fifteen (15) day notice of cancellation of this Lease Agreement to Lessee and upon the rate expiration of 12% per year. The remedies of Lender said fifteen (15) days, this Lease Agreement and the warrants provided in this Note term hereunder shall be cumulative end and concurrent, expire as fully and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised completely as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from if the date of demand until paid at expiration of such fifteen (15) day period were the highest rate day herein definitely fixed for the end and expiration of interest this Lease Agreement and the term thereof and Lessee shall then applicable quit and surrender the demised premises to the unpaid principal, Lessor but Lessee shall remain liable as if the unpaid attorneys’ fees and costs had been added to the principalhereinafter provided.

Default and Remedies. If Borrower fails An Event of Default shall be deemed to pay principal have occurred hereunder and interest on the Maturity Date or to perform any of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at Factor may immediately exercise its option rights and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal remedies with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein respect to the contrary notwithstanding. Payment Purchased Accounts and the Collateral under this Agreement, upon the happening of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided following: (a) Seller shall fail to Lender in this Note. In that casepay as and when due any amount owed to Factor within 10 days of receipt of written notice; (b) There shall be commenced by or against Seller any voluntary or involuntary case under the Federal Bankruptcy Code, Lender also may recover all costs in connection with suitor any assignment for the benefit of creditors, or appointment of a reasonable attorney’s fee for collectionreceiver or custodian, and interest on which shall not have been cured within thirty days; (c) Any involuntary lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender portion thereof and the warrants provided same is not released within thirty (30) days; (d) Seller suffers the entry against it for a final judgment for the payment of money in this Note excess of $10,000.00, unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such periods and a stay of execution pending such appeal is obtained; (e) Seller shall be cumulative and concurrentbreach any material covenant, and they may be pursued singly, successively, warranty or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy representation set forth herein or under applicable lawsame shall be untrue when made; (f) Any report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Seller, or by any other person on behalf of Seller, to Factor is not true and correct in any material respect; (g) Seller shall have a federal or state tax lien filed against any of its properties, or shall fail to pay any federal or state tax when due, or shall fail to file any federal or state tax form as and when due, and such payment is not made within 30 days of receipt of notice; or (h) A material adverse change shall have occurred in Seller’s financial conditions, business or operations as such conditions, business and operations exist as of the Lender date hereof. Upon an Event of Default, all obligations due Factor shall become immediately due and owing and Factor shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, equitable relief without having to establish no adequate remedy at law or otherwise, and, other grounds except that its collateral is subject to being dissipated or is otherwise not being made available to Factor. In the Security Agreement event Factor deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of and only after Event of Default, Seller waives any requirement that Factor post or otherwise obtain or procure any bond. Alternatively, in the event Factor, in its sole and exclusive discretion, desires to procure and post a default Lender bond, Factor may procure and file with the court a bond in an amount up to and not greater than $10,000.00 notwithstanding any common or statutory law requirement to the contrary. Upon Factor’s posting of such bond it shall receive 25% be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any right it may be entitled to, including an award of attorney’s fees or costs, in the initial franchise fees received event any equitable relief sought by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower and awarded to offset the principal and interest amount hereunder out of any funds of BorrowerFactor is thereafter, for whatever reason(s), vacated, dissolved or reversed. All funds derived to Borrower from any post-judgment interest shall bear interest at either the contract rate, 10% per annum or such financing shall higher rate as may be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalallowed by law.

Default and Remedies. If Borrower fails to pay principal and interest on the Maturity Date or 401. Events of Default. A failure by any party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Promissory Notes , and/or the Deed of Trust, within the agreementstime periods provided herein following notice and failure to cure as described hereafter, conditions, covenants, provisions, or stipulations contained in constitutes a “Default” under this Note, then Lender, at its option and without Agreement. A party claiming a Default shall give written notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein Default to the contrary notwithstandingother parties specifying the Default complained of. Payment of this sum may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants Except as otherwise expressly provided in this Note Agreement, the claimant shall be cumulative and concurrentnot institute any proceeding against any other party, and they may the other party shall not be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a Default if such party cures such default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of if the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney claimed Default is a failure to enforce or construe any provision of this pay amounts due pursuant to the Promissory Note, or thirty (30) days from receipt of such notice for all other claimed Defaults hereunder. However, in the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Developer is in default on any loan or deed of trust, the Developer shall immediately deliver to the City and Authority a consequence copy of any default whether such notice of default. Even if the holder of such loan or deed of trust has not any legal action is filedexercised its rights or remedies with respect to such default, Borrower immediately the City and Authority shall pay on demand all reasonable attorneys’ fees each have the right (but not be obligated to) cure such default. In such event, the City and other Lender’s costs, together with interest Authority shall be entitled to reimbursement from the date Developer of demand until paid at all costs and expenses they have actually incurred in curing such default. The City or Authority (as applicable) shall be entitled to add the highest rate of interest then applicable amount incurred by it to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added amounts owing pursuant to the principalPromissory Note, and secured by the Deed of Trust.

Default and Remedies. If Borrower Tenant fails to pay principal and interest on the Maturity Date when due any rent or other sum payable by Tenant under this Lease, or if Tenant fails to observe or perform any of the agreements, conditions, covenants, provisionsother covenants or conditions in this Lease and such failure continues for more than thirty (30) days after Landlord provides written notice to Tenant thereof, or stipulations contained if the interest of Tenant in this NoteLease shall be levied on under execution or other legal process, then LenderLandlord may treat the same as a breach of this Lease, and thereupon at its option and may, without notice or demand of any kind to BorrowerTenant or any other person, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part at have any time by one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity or elsewhere herein: (a) Landlord may terminate this Lease and the Term, in which event Landlord may immediately repossess the Premises by legal proceedings and Landlord shall be entitled to Lender in this Note. In that caserecover from Tenant all rent and other sums payable hereunder, Lender also may recover all costs in connection incurred by Landlord to recover the Premises and all other costs, expenses and damages suffered or incurred by Landlord by reason of Tenant's default together with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender all of the foregoing amounts at the rate of 12% 15 percent per yearannum from the date such amounts first became due until paid; or (b) Landlord may (but shall not be obligated to) cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including reasonable attorneys' fees and court costs, together with interest at 15 percent per annum from the dates of Landlord's incurring of such costs or expenses until paid. The All remedies of Lender available to Landlord hereunder and the warrants provided otherwise available at law or in this Note equity shall be cumulative and concurrent, . The failure of Landlord to insist upon strict performance of the covenants and they may be pursued singly, successively, or together at the sole discretion conditions of Lender. They may be exercised as often as occasion this Lease shall occur, and failing to exercise one shall in no event not be construed as a waiver of Landlord's right to thereafter enforce the same strictly according to the tenor thereof in the event of a continuing or release of itsubsequent default. In addition to the event of any other remedy set forth herein litigation between Landlord or under applicable lawTenant arising out of or in connection with this Lease, the Lender prevailing party shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all recover its reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ ' fees and costs had been added to from the principalother party.

Default and Remedies. If Borrower fails to pay principal and interest on In the Maturity Date or to perform event of a breach of any of the agreementsterms of this AGREEMENT by the PROJECT SPONSOR, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option and without the DISTRICT shall provide written notice to Borrowerthe PROJECT SPONSOR, which shall have sixty (60) days in which to cure the breach. If the PROJECT SPONSOR fails to cure the breach within the cure period, the DISTRICT shall have the right, but not the obligation, to demand that the PROJECT SPONSOR immediately refund the ASSISTANCE AMOUNT to the extent paid. PROJECT SPONSOR shall refund to the DISTRICT the full amount of the ASSISTANCE AMOUNT paid to PROJECT SPONSOR, whereupon this AGREEMENT, and all further rights thereunder, shall be terminated. If the DISTRICT does not demand reimbursement as aforesaid, the DISTRICT may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year exercise any and all other sums due by Borrower hereunder anything herein remedies available at law or in equity. With respect to the contrary notwithstanding. Payment PROJECT SPONSOR’s obligations under Sections 15, 17, and 20, PROJECT SPONSOR acknowledges that breach by the PROJECT SPONSOR of this sum may be enforced and recovered in whole or in part at any time by one or more of its obligations under said sections might cause the DISTRICT to suffer irreparable harm, namely harm for which damages would be an inadequate remedy. PROJECT SPONSOR further acknowledges that the DISTRICT might suffer irreparable harm due to delay if, as a condition to obtaining an injunction, restraining order, or other equitable remedy with respect to such a breach, the DISTRICT were required to demonstrate that it would suffer irreparable harm. The parties therefore intend that if the PROJECT SPONSOR breaches one or more of its obligations under Sections 15, 17, or 20, the DISTRICT, in addition to such other remedies provided which may be available, shall have the right to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionseek specific performance and injunctive relief, and interest on for purposes of determining whether to grant an equitable remedy any judgment obtained by Lender at court will assume that the rate of 12% per yearbreach would cause the DISTRICT irreparable harm. The remedies provisions of Lender and the warrants provided in this Note section shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% survive completion of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalPROJECT.

Default and Remedies. If Borrower fails In the event of any default by Tenant in the performance or observance of any agreement or condition in this Lease contained on Tenant’s part to be performed or observed, Landlord may give Tenant written notice specifying such default (provided, however, no notice shall be required to be given to Tenant as to its failure to pay principal and interest on the Maturity Date Rent or to perform any of the agreementsAdditional Rent) and, conditions, covenants, provisions, or stipulations contained in this Noteif Landlord shall do so, then LenderTenant shall have thirty (30) days in which to cure any such default; provided, at its option however, if such default is of a non- monetary nature and, although curable, cannot reasonably be cured within thirty (30) calendar days, Tenant shall not be in default if Tenant commences to cure such default within the aforesaid thirty (30) day period and without notice thereafter diligently prosecutes such cure to Borrowercompletion. In the event that Tenant shall remain in default following the foregoing cure period, may declare immediately due and payable the entire unpaid balance then, notwithstanding any license or waiver of principal with interest from the date any former breach of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment of this sum may covenant in a former instance, it shall be enforced and recovered in whole lawful for Landlord thereupon or in part at any time thereafter, to terminate this Lease and all of Tenant’s interest hereunder by one or more giving written notice to Tenant of such termination and of the effective date thereof (and, such notice having been given, this Lease shall cease and expire on the date named therein), without waiver or prejudice, however, to the Landlord’s claims for Rent and Additional Rent, if any, then due and thereafter due for the period that would have constituted the balance of the Term but for such termination. Landlord may also assert all other claims for breach of covenant hereunder sand may exercise all other rights and remedies provided available hereunder and at law and in equity. Landlord shall, however, have an affirmative duty to Lender use reasonable efforts to mitigate its damages. If Landlord shall default in the performance or observance of any agreement or condition in this Note. In that caseLease contained on Landlord’s part to be performed or observed and shall not cure such default within thirty (30) calendar days after notice thereof from Tenant (or if such default, Lender also may recover all costs in connection although curable, cannot reasonably be cured within 30 days, if Landlord shall not within said period commence to cure such default and thereafter proceed to cure such default to completion with suitdue diligence), a reasonable attorney’s fee for collectionTenant shall have the option, but not the obligation, and interest on without waiving any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successivelyclaim for damage, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other right or remedy set forth herein of Tenant, in law or in equity or otherwise available under applicable lawthis Lease, at any time thereafter give written notice to Landlord that if efforts to cure such default are not commenced within 5 calendar days and thereafter diligently prosecuted to completion, Tenant will be entitled to cure the default on Landlord’s behalf or in the alternative, Tenant may terminate Lease. If Tenant cures Landlord’s default at its own expense, the Lender Tenant shall be entitled to receive a minimum reimbursement of 50% all reasonable documented cost of such cure from Landlord and may deduct said costs from the rent due under this Lease. Without limiting any financing proceeds received by Borrower from any offering, whether from and all other rights available to Tenant at law or equity, debt, or otherwise, and, subject Tenant shall have the rights provided to it under the Security Agreement Applicable Rules and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalRegulations.

Default and Remedies. A) (i) If Borrower fails to pay principal and interest on the Maturity Date or to perform Lessee defaults (a) in fulfilling any of the agreementscovenants of this Lease, conditionsrequiring the payment of rent, covenants, provisionsadditional rent or other payments due under this Lease, or stipulations contained (b) in this Notestrictly complying with any of the other terms, then Lender, at its option and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder anything herein to the contrary notwithstanding. Payment conditions or provisions of this sum may be enforced and recovered Lease, or (ii) if Lessee makes a general assignment for the benefit of creditors, is adjudged a bankrupt or files a petition for reorganization or arrangement, or if there has been an attachment or other judicial seizure of substantially all of Lessee's assets, then, in whole the case of nonpayment of rent or other charges which continues for five (5) days after Lessee receives from Lessor written notice specifying such default, or if Lessee defaults in part at any time by one or more of the remedies provided events referred to Lender in this Note. In (b) or (ii) above, then upon Lessee's receipt from Lessor of a written notice specifying the nature of said default and upon Lessee's failure to cure such default within thirty (30) days after receipt of Lessor's notice thereof, if required (or if said default or omission complained of shall be of such a nature that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collectionthe same cannot be completely cured or remedied within said thirty (30) day period, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note if Lessee shall be cumulative and concurrentnot have diligently commenced curing such default with such thirty (30) day period, and they shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default within a commercially reasonable amount of time), then Lessor may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as serve a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within written five (5) days business day notice of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision cancellation of this NoteLease upon Lessee and upon the expiration of said five (5) business days, or this Lease and the term hereunder shall end and expire as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees fully and other Lender’s costs, together with interest from completely as if the date of demand until paid at expiration of such five (5) business day period were the highest rate day herein definitely fixed for the end and expiration of interest this Lease and the term thereof and Lessee shall then applicable quit and surrender the demised Premises to the unpaid principal, Lessor but Lessee shall remain liable as if the unpaid attorneys’ fees and costs had been added to the principalhereinafter provided.

Default and Remedies. If Borrower fails In addition to pay principal and interest on the Maturity Date or those events designated as Events of Default pursuant to perform any Section 23.1 of the agreements, conditions, covenants, provisions, or stipulations contained in this Note, then Lender, at its option Lease and without notice to Borrower, may declare immediately due and payable the entire unpaid balance of principal with interest from the date of default at the rate of 12% per year and all other sums due by Borrower hereunder notwithstanding anything herein to the contrary notwithstandingset forth in the Lease, an "Event of Default" by Tenant and a breach of the Lease shall also exist if Tenant shall fail to comply with the Maintenance Labor Covenant or the Construction Labor Covenant and shall not cure such failure immediately after (and in all events within one (1) day after) notice thereof to Tenant, which notice shall be given as follows: Xxxx Xxxxxxx, Telephone: 000-000-0000, Email: xxxxxxxx@xxxxxx.xxx. Payment Notwithstanding anything contained in the Lease to the contrary, if the Event of Default arises out of or is in any way related to a breach of the Maintenance Labor Covenant or the Construction Labor Covenant, then, in addition to all other remedies, Landlord may immediately take any and all actions that Landlord deems necessary in its reasonable to cure said default on behalf of Tenant including, but not limited to, causing the stoppage of any and all work and/or the removal of any workers performing activities in violation of the Maintenance Labor Covenant or the Construction Labor Covenant, in which case, Tenant shall promptly reimburse Landlord for all amounts expended by Landlord in connection therewith together with interest thereon at the Interest Rate, all of which shall constitute additional rent hereunder. No action taken by Landlord in accordance with the provisions of this sum may be enforced and recovered in whole or in part at any time paragraph shall constitute a breach by one or more of the remedies provided to Lender in this Note. In that case, Lender also may recover all costs in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at the rate of 12% per year. The remedies of Lender and the warrants provided in this Note shall be cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein or under applicable law, the Lender shall be entitled to receive a minimum of 50% Landlord of any financing proceeds received by Borrower from any offering, whether from equity, debt, implied or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any express provision of this NoteLease including, but not limited to, a breach of the covenant of quiet enjoyment, or as a consequence an act of trespass or conversion. Tenant hereby releases Landlord from all liabilities, claims and causes of action in any way related to the exercise of any default whether rights or remedies set forth in this paragraph. Nothing herein shall impose any duty on the part of Landlord to stop the work of and/or remove any persons, and Landlord’s failure to do so shall not constitute a waiver of any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest remedies available to Landlord resulting from the date such Event of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalDefault.

Default and Remedies. If Borrower fails LESSEE shall fail to pay principal any of the royalties or other payments at the time and interest on in the Maturity Date manner herein provided, or shall fail to keep and perform any of the agreementscovenants and agreements on its part to be kept and performed hereunder, conditions, covenants, provisions, and continues any such failure to pay or stipulations contained in this Notecontinues without diligently proceeding to remedy such default for a period of sixty (60) days after receiving written notice from LESSOR, then Lender, the LESSOR may at its option cancel and without notice void this Lease, and the LESSOR may thereupon enter upon the leased premises and expel the LESSEE therefrom. In the event of any such failure to Borrowerpay by LESSEE, may declare immediately due LESSOR shall have a lien upon any structures, equipment, machinery, improvements and payable rights and privileges of LESSEE to secure the entire unpaid balance payment for all coal mined; provided, however, the property of principal every kind put on the leased premises by the LESSEE or used in connection with interest from the date operations thereof, shall at all times be and remain the property of default at the rate of 12% per year LESSEE, with the full and all other sums due by Borrower hereunder anything herein free right to remove the contrary notwithstanding. Payment of this sum may be enforced and recovered in whole or in part same at any time by one subject to the above granted lien. Upon a default pursuant to this paragraph or more any other provision of this Lease, the remedies provided LESSEE agrees to Lender furnish and supply to the LESSOR copies of any and all mine maps and records pertaining to the leased premises. If any dispute shall arise concerning the payment of royalties and it shall be later proven that the LESSEE has not paid sufficient royalties under the provisions of this Lease, the LESSEE agrees that in this Noteaddition to all royalties as to which it shall have defaulted, it shall promptly pay the same whenever the amount is ascertained, together with interest at the highest lawful rate. In that casethe event of a dispute concerning the amount or persons entitled to royalties, Lender also LESSEE may recover all costs withhold and escrow with interest the amount in connection with suit, a reasonable attorney’s fee for collection, and interest on any judgment obtained by Lender at dispute until the rate of 12% per yeardispute is finally resolved. The rights and remedies of Lender and the warrants provided in this Note shall be granted hereunder are cumulative and concurrent, and they may be pursued singly, successively, or together at the sole discretion of Lender. They may be exercised as often as occasion shall occur, and failing to exercise one shall in no event be construed as a waiver or release of it. In addition to any other remedy set forth herein rights which the LESSOR may have at law or under applicable law, in equity and forebearance by the Lender LESSOR with respect to any particular breach or default shall be entitled not constitute a waiver of such rights with respect to receive a minimum of 50% of any financing proceeds received by Borrower from any offering, whether from equity, debt, or otherwise, and, subject to the Security Agreement and only after a default Lender shall receive 25% of the initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower to offset the principal and interest amount hereunder out of any funds of Borrower. All funds derived to Borrower from any such financing shall be paid to Lender within five (5) days of the closing of any financing of Borrower. If Borrower defaults and Lender engages any attorney to enforce or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, Borrower immediately shall pay on demand all reasonable attorneys’ fees and other Lender’s costs, together with interest from the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if the unpaid attorneys’ fees and costs had been added to the principalsubsequent period.